AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 2001
REGISTRATION NO. 333-71446
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 / POST EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Peoplesway.com, Inc.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0374559
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
2969 Interstate Street
Charlotte, North Carolina 28208
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (704) 393-1860
PEOPLESWAY.COM, INC.
2001 INCENTIVE PLAN
------------------------
(Full title of the plan)
Matthew M. Monroe, President
Peoplesway.com, Inc.
2969 Interstate Street
Charlotte, North Carolina 28208
(704) 393-1860
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Stanley F. Freedman, Esq.
Krys Boyle Freedman & Sawyer, P.C.
600 Seventeenth Street, Suite 2700S
Denver, Colorado 80202
(303) 893-2300
If any of the securities registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. -- X --
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount of
Title of Class of Securities Amount to be Aggregate Registration
to be Registered Registered Offering Price(1) Fee
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Common Stock, $.001 Par Value 1,000,000 $605,000 $151.25(1)
shares
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(1) Previously paid.
PROSPECTUS
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PEOPLESWAY.COM, INC.
90,000 Shares of Common Stock
The selling shareholders may use this prospectus in connection with sales
of up to 90,000 shares of our common stock.
Trading Symbol
OTC Bulletin Board
PLWY
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Consider carefully the risk factors beginning on page 6 of this prospectus.
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The selling shareholders may sell the common stock at prices and on terms
determined by the market, in negotiated transactions or through underwriters.
On November 9, 2001, the reported closing price for our common stock on the
OTC Bulletin Board was $.70. We will not receive any proceeds from the sale
of shares by the selling shareholders.
The information in this prospectus is not complete and may be changed.
The selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The date of this prospectus is November 26, 2001
AVAILABLE INFORMATION
We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith file reports and other
information with the Securities and Exchange Commission. Such reports and
other information filed by us can be inspected and copied at the public
reference facilities of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. Requests for copies should be
directed to the Commission's Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on the public reference rooms. The
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
that file electronically.
We have filed with the Commission a Registration Statement on Form S-8 of
which this Prospectus constitutes a part, under the Securities Act of 1933, as
amended. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules of the Commission. For further information pertaining to us,
reference is made to the Registration Statement. Statements contained in this
Prospectus or any document incorporated herein by reference concerning the
provisions of documents are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission. Copies of the Registration
Statement are on file at the offices of the Commission, and may be inspected
without charge at the offices of the Commission, the addresses of which are
set forth above, and copies may be obtained from the Commission at prescribed
rates. The Registration Statement has been filed electronically through the
Commission's Electronic Data Gathering, Analysis and Retrieval System and may
be obtained through the Commission's Web site (http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following Company documents shall be deemed to be incorporated in
this Prospectus and to be a part hereof from the date of the filing of such
documents:
1. Quarterly Report on Form 10-QSB filed on November 9, 2001,
Exchange Act reporting number 000-28657.
2. Current Report on Form 8-K filed on October 10, 2001, Exchange Act
reporting number 000-28657.
3. Quarterly Report on Form 10-QSB filed on August 14, 2001, Exchange
Act reporting number 000-28657.
4. Annual Report on Form 10-KSB for the fiscal year ended March 31,
2001, Exchange Act reporting file number 000-28657.
5. Current Report on Form 8-K filed on June 21, 2001, Exchange Act
reporting number 000-28657.
6. All documents filed by the Company, subsequent to the date of this
prospectus, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the termination of the
offering described herein.
2
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for all purposes to the extent that a
statement contained in this Prospectus or in any other subsequently filed
document which is also incorporated herein by reference modifies or replaces
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this Prospectus
is delivered, on written or oral request of such person, a copy (without
exhibits) of any or all documents incorporated by reference in this
Prospectus. Requests for such copies should be directed to Matthew Monroe,
Peoplesway.com, Inc., 2969 Interstate St., Charlotte, North Carolina 28208, or
(704) 393-7591.
3
TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY ......................................... 5
RISK FACTORS ............................................... 6
USE OF PROCEEDS ............................................ 12
DETERMINATION OF OFFERING PRICE ............................ 12
SELLING SECURITY HOLDERS ................................... 12
PLAN OF DISTRIBUTION ....................................... 13
DESCRIPTION OF COMMON STOCK ................................ 14
MATERIAL CHANGES............................................ 15
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF
OFFICERS AND DIRECTORS ..................................... 16
INTERESTS OF NAMED EXPERTS AND
COUNSEL..................................................... 17
4
PROSPECTUS SUMMARY
The following is a summary of the pertinent information regarding this
offering. This summary is qualified in its entirety by the more detailed
information and financial statements and related notes incorporated by
reference in this Prospectus. The Prospectus should be read in its entirety,
as this summary does not contain all the facts necessary to make an investment
decision.
The Company
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Peoplesway.Com, Inc., a Nevada corporation ("we," "our," or
"Peoplesway"), is an electronic commerce and Internet services company that
maintains an Internet destination called "Peoplesway," located at
www.peoplesway.com. The Peoplesway Web site offers goods and services for
sale, including: cosmetics and beauty products, health supplements, jewelry,
specialty items, and flowers, which can be obtained directly through the Web
site, or by calling our customer service team members. We do not retain an
inventory of any product we sell. Payment comes directly to Peoplesway from
customers through a secure Internet server that accepts credit card
transactions. We then forward these orders to our vendors, who then will drop
ship products to customers as orders are received through our Peoplesway Web
sites.
The Offering
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Securities Offered 90,000 shares of our $.001 par value common stock.
Offering Price The shares being offered by this prospectus
are being offered by selling shareholders from
time to time at the then current market price.
Common Stock to be
Outstanding after
Offering 13,148,969
Dividend Policy We do not anticipate paying dividends on our
common stock in the foreseeable future.
Use of Proceeds We will not receive any of proceeds from the
sale of the shares by the Selling Shareholders.
Risk Factors This offering involves a high degree of risk,
elements of which include:
- We Have a Very Limited Operating History
- We Have Incurred Substantial Losses and May Never
Achieve Profitability
- We Need Additional Working Capital
- Certain economic conditions may affect our operations
- Our Future Operations Will Depend on the Efforts
of our Management Team and Our Business
Will Suffer if We Lose the Services of Any
Key Employees
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- We Have Agreements with a Related Party
Which May Create Conflicts of Interest That
Could Hurt Our Business
- We rely upon the accurate and proper utilization of
our information system and a significant failure of
such system may affect our operations
- We Face Intense Competition Which Could Adversely
Affect Our Financial Performance
- Our operations may be affected by any backlog in
delivery from our vendors
- Our business is subject to the rapid changes
experienced by the technological industry
- Resales of Outstanding Restricted Shares Could Hurt
the Market Price of Our Stock
- We do not Expect to Pay Dividends
- The Market for Our Shares is Very Limited and May not
be Maintained
- The Market for Our Common Stock is Adversely
Affected by the "Penny Stock" Rules
Plan of Distribution The selling shareholders may sell the common stock
directly to one or more purchasers (including
pledgees) or through brokers, dealers or underwriters
who may act solely as agents or may acquire common
stock as principals, at market prices prevailing at
the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed
prices, which may be changed.
RISK FACTORS
Prospective investors should consider carefully, in addition to the other
information in this Prospectus, the following:
The securities being offered hereby are speculative in nature and involve
a high degree of risk. Following is a summary discussion of the risk factors
applicable to an investment in the securities. Prospective investors should
thoroughly consider all of the risk factors discussed below and should
understand that there is substantial risk they will lose all or part of their
investment. No person should consider investing who cannot afford to lose his
entire investment or who is in any way dependent upon the funds that he is
investing.
1. We have a limited operating history.
We have had limited operations since our inception in 1980, and since
becoming Peoplesway in September 1999. We have accumulated $332,873 in losses
for our first nineteen months of operations as Peoplesway (September 1, 1999
through March 31, 2001), none of our operations have proven successful, and
there is no assurance that we can profitably market our present products and
services.
2. We have incurred substantial losses.
We had limited net revenues $789,625 and substantial losses ($166,360)
for the year ended March 31, 2001.
6
The net loss shown for the period ending March 31, 2001 reflects certain
expenses, which were borne by RMC Group, Inc., which shares office space with
Peoplesway. All expenses paid by DRM and/or any of its subsidiaries are being
booked as a Peoplesway expense and an inter-company payable is established
with DRM and/or the appropriate subsidiary.
3. Our additional capital requirements.
Peoplesway has limited capital. Our primary revenues are derived from
the sale of a limited number of goods and services online to limited markets,
and these sales are presently dependent upon the services provided by our
alliance with DRM and a small number of employees. If this alliance ends, it
is likely that we cannot continue as a going concern. We have limited capital
to increase our sales force or to expand operations; accordingly, without
additional capital, growth will be limited.
4. Certain economic considerations may affect our operations.
Any substantial downturn in economic conditions could significantly
depress discretionary consumer spending and have a material adverse effect on
Peoplesway's business operations. At any given time, because of the search
and comparison-shopping capabilities using the Internet, it is possible to
locate items similar to that sold by Peoplesway at competitive or lower
prices. Inflation may also affect the future availability of favorable terms
or financing rates for Peoplesway or its customers, and deflation may also
affect revenues derived from these operations.
5. We rely heavily on our existing management.
Peoplesway's operations are primarily dependent upon the experience and
expertise of Donald R. "Pete" Monroe, Chairman; Matthew M. Monroe, President;
Eugene M. Johnston, CEO and Secretary/Treasurer; and Julie B. Jordan,
Executive Producer. The loss of any of our management may have a material
adverse effect on our present and contemplated business operations. Our
success is also dependant upon our ability to attract and retain qualified
management, administrative and sales personnel to support our anticipated
future growth, of which there can be no assurance. Peoplesway does not carry
key man insurance upon the lives of any of our directors or executive
officers.
6. Our operations rely on our existing alliance with DRM
Peoplesway's operations are primarily dependent upon the existence of the
alliance with DRM and its subsidiaries, and the contracts that exist between
DRM and vendors. Formal written agreements have been established with DRM and
their subsidiaries such that all goods and service, which DRM or its
subsidiaries offer for sale, are listed on, and for sale through, the
Peoplesway website. However, the loss of this alliance or a downturn in the
business of DRM would have a material adverse effect on our present and
contemplated business operations.
7. We have yet to pay dividends.
We have not paid and do not expect to pay any cash dividends with respect
to our common stock in the foreseeable future. We presently have limited
revenues and capital. Without substantial increases in revenues and capital,
it would be impossible to pay cash dividends.
7
8. There is currently a limited market for our Common Stock.
There is currently a limited trading market for our shares of common
stock, and there can be no assurance that a more substantial market will ever
develop or be maintained. Any market price for shares of common stock of
Peoplesway is likely to be very volatile, and numerous factors beyond our
control may have a significant adverse effect. In addition, the stock markets
generally have experienced, and continue to experience, extreme price and
volume fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies. These broad market fluctuations, as well as general economic
and political conditions, may also adversely affect the market price of our
common stock. Further, there is no correlation between the present limited
market price of Peoplesway's common stock and our revenues, book value, assets
or other established criteria of value. The present limited quotations of our
common stock should not be considered indicative of the actual value of
Peoplesway or our common stock.
9. Certain of our Shares are eligible for future sales and may affect the
price of our Common Stock.
Sales of unrestricted securities may also have an adverse effect on any
market that may develop in Peoplesway's common stock. Of the 13,088,969
outstanding shares of Peoplesway's common stock, 107,328 have satisfied the
two-year "holding period" requirements of Rule 144(k), meaning that they can
presently be sold. In addition, of the 13,088,969 shares, 12,500,000 were
issued on October 18, 1999, and under Rule 144 of the Securities Act of 1933,
if certain conditions are satisfied, a limited number of these shares, up to
1% of the total issued and outstanding shares of the Company, could be sold
during any three month period. Once these shares enter the market, their sale
may have a depressive effect on the market price of our stock.
10. Certain conflicts of interest exist between us and our management.
Peoplesway's directors and officers are directors, executive officers,
controlling stockholders and/or partners of DRM and its related subsidiaries.
Thus, there exist potential conflicts of interest including, among other
things, time, effort and corporate opportunity, involved in participation with
other potential business opportunities.
11. Risks associated with the execution of our growth strategy.
A principal component of Peoplesway's growth strategy is to partner with
additional merchants and service providers that will allow their goods and
services to be sold through Peoplesway's Web site, and to attract additional
customers. Peoplesway's ability to execute its growth strategy depends on a
number of factors including, (i) Peoplesway's ability to acquire these goods
and services and related opportunities on economically feasible terms; (ii)
our ability to obtain the capital necessary to finance the expansion and to
pay any necessary sales, marketing and operational expenditures; and (iii)
our ability to manage potentially rapidly growing operations effectively and
in a manner which will result in significant customer satisfaction. There can
be no assurance that we will be successful in any of these respects.
8
12. Our reliance on Internet and information systems.
We rely upon the accuracy and proper utilization of our Internet and
information system to provide timely distribution services, manage our sales
and track our customers' purchase and sale information. To manage our growth,
we are continually evaluating the adequacy of our existing systems and
procedures and continue to update and integrate critical functions. We
anticipate that we will regularly need to make capital expenditures to upgrade
and modify our Internet and information systems, including software and
hardware, as we grow and the needs of our business changes. There can be no
assurance that we will anticipate all of the demands which our expanding
operations will place on our information system. The occurrence of a
significant system failure or our failure to expand or successfully implement
its systems could have a material adverse effect on our operations and
financial results.
13. Our operations depend on our maintaining our technical employees.
The success of our Internet services business depends in large part upon
our ability to attract and retain highly skilled technical employees in
competitive labor markets. There can be no assurance that we will be able to
attract and retain sufficient numbers of skilled technical employees. The
loss of existing technical personnel or difficulty in hiring or retaining
technical personnel in the future could have a material adverse effect on our
operations and financial results.
14. Any backlog in delivery of our products could cause a loss of sales.
Peoplesway does not have a significant backlog of business since our
vendors normally deliver and/or install products and services purchased by our
customers within one to seven days from the date of order. Accordingly,
backlog is not material to our business or indicative of future sales. From
time to time, we may experience difficulty in obtaining products from our
major vendors as a result of general industry conditions. In addition, in the
Internet industry, one to three day delivery options are becoming commonplace.
If we are unable to deliver products to our customers within a short time
period, we may experience loss of sales.
15. We are affected by the rapid changes experienced by the technological
industry.
As with all Internet companies, our success will depend in part on our
ability to develop Internet solutions that keep pace with continuing changes
in information technology, evolving industry standards and changing client
preferences. There can be no assurance that we will be successful in
adequately addressing these developments on a timely basis or that, if these
developments are addressed, we will be successful in the marketplace. In
addition, there can be no assurance that products or technologies developed by
others will not render our services noncompetitive or obsolete. Our failure
to address these developments could have a material adverse effect on our
operating results and financial condition.
9
16. Our competition and the low barriers to entry into our industry.
Peoplesway expects competition to persist, intensify and increase in the
retail Internet industry in the future. There are thousands of individuals
and companies that sell goods and services similar to those offered by
Peoplesway. Almost all of our current and potential competitors have longer
operating histories, larger installed customer bases, longer relationships
with clients and vendors, and significantly greater financial, technical,
marketing and public relation resources than Peoplesway. As a strategic
response to changes in the competitive environment, Peoplesway may from time
to time make certain pricing, service technology or marketing decisions or
business or technology acquisitions that could have a material adverse effect
on our business, financial condition, results of operations and prospects, and
similar actions by competitors could materially adversely affect our present
and proposed business operations, results of operations, financial condition
and prospects.
In addition, our ability to generate customers will depend to a
significant degree on the uniqueness and quality of our products and services
and our reputation among our customers and potential customers, compared with
the quality of similar services provided by, and the reputations of,
Peoplesway's competitors. To the extent that we lose customers to our
competitors because of dissatisfaction with our services, or our reputation is
adversely affected for any other reason, our business, results of operations,
financial condition and prospects could be materially adversely affected.
There are relatively low barriers to entry into Peoplesway's targeted
business. Anyone can attempt to purchase and sell the goods and services,
which Peoplesway purchases and markets. Accordingly, we are likely to face
additional competition from new entrants into the market in the future. There
can be no assurance that existing or future competitors will not develop or
offer services that provide significant performance, price, creative or other
advantages over those offered by Peoplesway, which could have a material
adverse effect on our business, financial condition, results of operations and
prospects.
17. We may acquire the assets and operations of other companies which may
affect our financial condition.
We may consider acquiring the assets and operations of other companies in
order to expand our business. Integration of acquisitions may involve a
number of risks that could have a material adverse effect on our operating
results and financial condition, including: restructuring charges associated
with the acquisitions and other expenses associated with a change of control;
non-recurring acquisition costs such as accounting and legal fees; investment
banking fees; amortization of acquired intangible assets; recognition of
transaction-related obligations and various other acquisition-related costs;
diversion of management's attention; difficulties with retention, hiring and
training of key personnel; and risks of incurring unanticipated problems or
legal liabilities.
Although we would conduct due diligence, hire outside independent
financial and accounting consultants, and generally require representations,
warranties and indemnifications from the former owners of any acquisition
candidates, there can be no assurance that such owners will have accurately
represented the financial and operating conditions of their companies. If an
acquired company's financial or operating results were misrepresented, or the
10
acquired company otherwise failed to perform as anticipated, the acquisition
could have a material adverse effect on the operating results and financial
condition of Peoplesway.
18. The market for our Common Stock is adversely affected by the "Penny
Stock" Rules.
Peoplesway's common stock may be deemed to be "penny stock" as that term
is defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny
stocks are stocks (i) with a price of less than $5.00 per share; (ii) that are
not traded on a "recognized" national exchange; (iii) whose prices are not
quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must
still meet requirement (i) above); or (iv) in issuers with net tangible assets
less than $2,000,000 (if the issuer has been in continuous operation for at
least three years) or $5,000,000 (if in continuous operation for less than
three years), or with average revenues of less than $6,000,000 for the last
three years. Until November 1999, there had been no "established public
market" for Peoplesway's common stock during the last five years. While our
stock has traded between $.25 and $5.36 per share since November 1999, there
is no assurance that this price level will continue, as there has thus far
been low volume, and our stock may be deemed to be penny stock at any time.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule
15g-2 of the Securities and Exchange Commission require broker/dealers dealing
in penny stocks to provide potential investors with a document disclosing the
risks of penny stocks and to obtain a manually signed and dated written
receipt of the document before effecting any transaction in a penny stock for
the investor's account. Potential investors in our common stock are urged to
obtain and read such disclosure carefully before purchasing any shares that
are deemed to be a "penny stock."
Moreover, Rule 15g-9 of the Securities and Exchange Commission requires
broker/dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stocks to that investor.
This procedure requires the broker/dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience
and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker/dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for investors in Peoplesway's common stock to resell their
shares to third parties or to otherwise dispose of them.
19. Our Patents, Trademarks, Licenses, Franchisees, Concessions, Royalty
Payments or Vendor Contracts.
Peoplesway has applied for a federal trademark of "Peoplesway" and
"Peoplesway.Com." However, as of this date, these federal trademarks have not
been granted. We have secured the use of Peoplesway.Com on the Internet,
which cannot be used to access any other Web site as long as we remain current
with our Internet registration of the name. Agreements and licenses with our
vendors are directly between DRM and our vendors, other than Proflowers.com,
11
with which we have an oral agreement, cancelable upon notice by either party.
We have no direct control over the cancellation of these contracts, and if
they are canceled, it may hinder our ability to be profitable or to continue
operations.
USE OF PROCEEDS
The proceeds from the sale of the shares of common stock offered by this
prospectus will be received directly by selling shareholders and we will not
receive any proceeds from the sale of these shares.
DETERMINATION OF OFFERING PRICE
The shares being registered herein are being sold by the selling
shareholders, and not by us, and are therefore being sold at the market price
as of the date of sale. Our common stock is traded on the OTC Bulletin Board.
On November 9, 2001, the reported closing price for our common stock on the
OTC Bulletin Board was $.70.
SELLING SECURITY HOLDERS
The table below includes information regarding ownership of our common
stock by the selling shareholders on November 9, 2001 and the number of shares
that they may sell under this prospectus. There are no material relationships
with any of the selling shareholders other than those discussed below.
Shares Shares Percent
Beneficially Beneficially of Class
Owned Prior Owned After Owned
to the Shares the After the
Selling Shareholders Offering Offered (1) Offering Offering
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Matthew M. Monroe 10,000 30,000 -0- -0-
Rose Marie Monroe(2) 10,010,000 30,000 10,000,000 76%(3)
Eugene M. Johnston 10,000 30,000 -0- -0-
_______________
(1) Mathew M. Monroe, Rose Marie Monroe and Eugene M. Johnston have each been issued
and each currently hold 10,000 shares of our Common Stock that has already been issued
to them pursuant to our 2001 Incentive Plan and which may be resold pursuant to this
prospectus. In addition, each such person is entitled to receive an additional 20,000
shares under our 2001 Incentive Plan during the next twelve months and all of those
shares may also be resold pursuant to this prospectus immediately following issuance.
Accordingly, even though only 30,000 shares has been issued to all of the above
persons as of this date, an aggregate of 90,000 shares may be resold by them pursuant
to this prospectus because of contemplated future issuances to them under the 2001
Incentive Plan.
(2) Includes 8,000,000 shares owned jointly with Mrs. Monroe's husband Donald Monroe.
Does not include 2,000,000 shares owned by Donald Monroe.
(3) Assumes the additional 60,000 shares are issued pursuant to the 2001 Incentive
Plan. See, Footnote (1) above.
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PLAN OF DISTRIBUTION
The selling shareholders and their successors, which term includes their
transferees, pledgees or donees or their successors, may sell the common stock
directly to one or more purchasers (including pledgees) or through brokers,
dealers or underwriters who may act solely as agents or may acquire common
stock as principals, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices, which may be changed. The selling shareholders may effect the
distribution of the common stock in one or more of the following methods:
- ordinary brokers transactions, which may include long or
short sales;
- transactions involving cross or block trades or otherwise on
the open market;
- purchases by brokers, dealers or underwriters as principal
and resale by such purchasers for their own accounts under
this prospectus;
- "at the market" to or through market makers or into an
existing market for the common stock;
- in other ways not involving market makers or established
trading markets, including direct sales to purchasers or
sales effected through agents;
- through transactions in options, swaps or other derivatives
(whether exchange listed or otherwise); or
- any combination of the above, or by any other legally
available means.
In addition, the selling shareholders or successors in interest may enter
into hedging transactions with broker-dealers who may engage in short sales of
common stock in the course of hedging the positions they assume with the
selling shareholders. The selling shareholders or successors in interest may
also enter into option or other transactions with broker-dealers that require
delivery by such broker-dealers of the common stock, which common stock may be
resold thereafter under this prospectus.
Brokers, dealers, underwriters or agents participating in the
distribution of the common stock may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders and/or the
purchasers of common stock for whom such broker-dealers may act as agent or to
whom they may sell as principal, or both (which compensation as to a
particular broker-dealer may be in excess of customary commissions).
The selling shareholders and any other persons participating in a
distribution of securities will be subject to the rules, regulations and
applicable provisions of the Securities Exchange Act, including, without
limitation, Regulation M, which may restrict certain activities of, and limit
the timing of purchases and sales of securities by, the selling shareholders
and other persons participating in a distribution of securities. Furthermore,
under Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
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activities with respect to such securities for a specified period of time
prior to the commencement of such distributions subject to specified
exceptions or exemptions. All of the foregoing may affect the marketability
of the securities offered by this prospectus.
Any securities covered by this prospectus that qualify for sale under
Rule 144 under the Securities Act may be sold under that Rule rather than
under this prospectus.
We cannot assure you that the selling shareholders will sell any or all
of the shares of common stock offered by the selling shareholders.
In order to comply with the securities laws of certain states, if
applicable, the selling shareholders will sell the common stock in
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states, the selling shareholders may not sell the common
stock unless the shares of common stock have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
DESCRIPTION OF COMMON STOCK
We are authorized to issue 100,000,000 shares of our $.001 par value
Common Stock, of which 13,088,969 shares were issued and outstanding as of
October 31, 2001. Holders of Common Stock are entitled to cast one vote for
each share held of record on all matters presented to shareholders.
Shareholders do not have cumulative rights; hence, the holders of more than
50% of the outstanding Common Stock can elect all directors.
Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor.
In the event of liquidation, holders of Common Stock will share pro rata in
any distribution of our assets after payment of all liabilities. We do not
anticipate that any dividends on Common Stock will be declared or paid in the
foreseeable future. Holders of Common Stock do not have any rights of
redemption or conversion or preemptive rights to subscribe to additional
shares if issued by us. However, one unaffiliated private investor holds a
contractual preemptive right to purchase additional shares. All of the
outstanding shares of our Common Stock are fully paid and nonassessable.
Penny Stock and NASD Sales Practices Rules
- ------------------------------------------
Our common stock is currently defined as a "penny stock" under the
Exchange Act and rules of the Securities and Exchange Commission. The
Exchange Act and such penny stock rules generally impose additional sales
practices and disclosure requirements on broker-dealers who sell our
securities to persons other than "accredited investors" or in transactions not
recommended by the broker-dealer. For transactions covered by the penny stock
rules, the broker-dealer must make a written suitability determination for
each purchaser and receive the purchaser's written agreement prior to the
sale. In addition, the broker-dealer must make certain required disclosures
in penny stock transactions, including the actual sale or purchase price and
actual bid and offer quotations, and the compensation to be received by the
broker-dealer and certain associated persons, provide monthly account
statements showing the market value of each penny stock held in a customer's
account, and deliver certain standardized risk disclosures required by the
14
Securities and Exchange Commission. Consequently, the penny stock rules
affect the ability of broker-dealers to make a market in or trade our shares
and may also affect the ability of purchasers of shares to resell those shares
in the public market.
In addition to the "Penny Stock" rules described above, the NASD has
adopted rules that require that in recommending an investment to a customer
that a broker-dealer have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under
interpretations of these rules, the NASD believes that there is a high
probability that speculative low priced securities will not be suitable for at
least some customers. The NASD requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, and
this has an adverse effect on the market for our shares.
MATERIAL CHANGES
There have been no material changes to our business since the end of our
last fiscal year, March 31, 2001.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the forgoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
EXPERTS
The March 31, 2001 financial statements included in this Prospectus have
been audited by Perrella & Associates, P.A., Pompano Beach, Florida,
independent certified public accountants, to the extent and for the periods
set forth in their report.
The financial statements for the period September 1, 1999 through March
31, 2000 included in this Prospectus have been audited by Michael J.
Bongiovanni, C.P.A., Charlotte, North Carolina, independent certified public
accountant, to the extent and for the periods set forth in his report.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for us by Krys Boyle Freedman & Sawyer, P.C., Denver, Colorado. A
member of that firm owns 20,000 shares of our common stock.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE COMMON STOCK OFFERED BY THIS PROSPECTUS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY COMMON STOCK IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that we have filed with the Commission shall
be deemed to be incorporated in this registration statement and to be a part
hereof from the date of the filing of such documents:
1. Registrant's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2001 filed pursuant to Section 13(a) of the Exchange Act on August
14, 2001.
2. Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2001 filed pursuant to Section 13(a) of the Exchange Act on
November 9, 2001.
3. Registrant's Annual Report on Form 10-KSB for Registrant's fiscal
year ended March 31, 2001, filed pursuant to Section 13(a) of the Exchange Act
on July 16, 2001.
4. Registrant's Current Report on Form 8-K filed pursuant to Section
13(a) of the Exchange Act on June 21, 2001.
5. Description of Registrant's Common Stock, $.001 par value, as set
forth in Item 8 of Amendment No. 4 to the Registrant's Registration Statement
on Form 10-SB filed with the Commission on March 23, 2001.
6. All documents filed by us, subsequent to the date of this
registration statement, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the termination of the offering
described herein.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for all purposes to the extent that a
statement contained in this registration statement or in any other
subsequently filed document which is also incorporated herein by reference
modifies or replaces such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes a
Nevada corporation to indemnify any director, officer, employee, or corporate
agent "who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation" due to his or her corporate role. Section 78.751(1)
extends this protection "against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
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incurred by him or her in connection with the action, suit or proceeding if
he or she acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification
must not have been liable to the corporation.
To the extent that a corporate director, officer, employee, or agent is
successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the
defense."
Section 78.751(4) of the NRS limits indemnification under Sections
78.751(1) and 78.751(2) to situations in which either (1) the
stockholders, (2) the majority of a disinterested quorum of directors, or
(3) independent legal counsel determines that indemnification is proper under
the circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may advance
an officer's or director's expenses incurred in defending any action or
proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides that
the rights to indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement, stockholder vote
or vote of disinterested directors. Section 78.751(6)(b) extends the rights
to indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors, and administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or
her corporate role.
The articles of incorporation of Peoplesway provide that the corporation
shall indemnify any and all persons who may serve or who have served at any
time as directors or officers of the corporation, and their respective heirs,
administrators, successors and assigns, against any and all expenses,
including amounts paid upon judgments, counsel fees, and amounts paid in
settlement before or after suit is commenced, in connection with any claim,
action, suit or proceeding in which they are made parties, except in relation
to matters as to which any such officer or director shall be judged in any
action, suit or proceeding to be liable for his own negligence or misconduct
in the performance of his duty.
Item 7. Exemption From Registration Claimed.
Not applicable.
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Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION LOCATION
4.1 Articles of Incorporation Incorporated by reference
to Exhibit 3(i) to the
Registrant's Form 10-SB
Registration Statement
4.2 Bylaws Incorporated by reference
to Exhibit 3(ii) to the
Registrant's Form 10-SB
Registration Statement
5.1 Opinion of Krys Boyle Filed electronically
Freedman & Sawyer, P.C. herewith
23.1 Consent of Krys Boyle Previously filed
Freedman & Sawyer, P.C.
23.2 Consent of Michael J. Bongiovanni,
Certified Public Accountant Previously filed
23.3 Consent of Parella & Associates, P.A. Previously filed
23.4 Consent of Michael J. Bongiovanni, Filed electronically
Certified Public Accountant herewith
23.5 Consent of Parella & Associates, P.A. Filed electronically
herewith
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Charlotte, State of North Carolina on November 26, 2001.
Peoplesway.com, Inc.
By:/s/ Matthew M. Monroe
Matthew M. Monroe, President
Pursuant to the requirements of the Securities Act of 1933, this
Post Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
Chairman of the November 26, 2001
/s/ Donald R. Monroe Board
Donald R. Monroe
President November 26, 2001
/s/ Matthew M. Monroe and Director
Matthew M. Monroe
CEO, Secretary/ November 26, 2001
/s/ Eugene M. Johnston Treasurer and Director
Eugene M. Johnston