As filed with the Securities and Exchange Commission on September 18, 2001
Registration No. 333-68764
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SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVERSE2U INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
88-0433489
(I.R.S. Employer Identification No.)
30 West Beaver Creek Road, Suite 109
Richmond Hill, Ontario, L4B 3K1 Canada
Telephone: (905) 881-3284
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CALCULATION OF REGISTRATION FEE
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Proposed
maximum Proposed
Amount of offering maximum Amount of
Title of each class of securities to be price per aggregate registration
securities to be registered registered share offering price fee
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Common stock (1) 1,500,000 $1.34 (2) $2,010,000 $505
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TOTAL $505 (3)
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers (a) an indeterminable
number of shares that may be offered and issued pursuant to stock
splits, stock dividends or similar transactions, and (b) an
indeterminable amount of interests to be offered or sold pursuant to
the employee benefit plans described herein.
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933,
as amended, solely for the purpose of determining the registration fee.
(3) The registration fee was previously paid in the Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on August
31, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Incentive Plan Annual Information.*
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*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
Universe2U Inc. (the "Registrant") and the Universe2U Inc. 2000 Equity Incentive
Plan (the "Plan") hereby incorporate by reference in this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission (the "Commission"):
(1) the Registrant's Annual Report on Form 10-K filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
its fiscal year ended December 30, 2000,
(2) the Registrant's Quarterly Reports on Form 10-Q filed for the quarters
ended March 31, 2001 and June 30, 2001,
(3) the Registrant's Current Reports on Form 8-K filed with the Commission
on August 6, 2001, June 13, 2001, March 20, 2001 and March 14, 2001; and,
(4) the description of the Registrant's Common Stock, par value $.00001
cents per share, contained in the Registrant's Registration Statement on Form
SB-2/A, filed with the Commission on December 28, 2000, pursuant to Section
12(b) of the Exchange Act, and all amendments and reports filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant with the Commission
under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. Any of the foregoing documents will be furnished to participants in
the Plans without charge, upon written or oral request.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
On June 9, 2000, U.S. securities counsel for the Company, Wuersch & Gering LLP,
was granted options exercisable for 50,000 shares of Company common stock at a
purchase price of $.01 per share. Such options vested and became exercisable on
June 9, 2001. The shares of common stock underlying such option have not been
registered for resale and the Company has no present intention of registering
such shares for resale. The engagement of the law firm of Wuersch & Gering LLP
was not made on a contingent basis in connection with the registration or
offering of securities hereunder, nor is such law firm to receive an interest in
the Company in connection with the offering hereunder.
The legality of the shares of Common Stock issuable under the Plan has been
passed upon for the Registrant by Wuersch & Gering LLP.
ITEM 6. Indemnification of Directors and Officers
In accordance with Section 78.037 of the Nevada Revised Statutes ("NRS"),
Article IX of our by-laws provides that no director or officer of Universe2U be
personally liable to Universe2U or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability for (1) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law; or (2) the payment of distributions in violation of NRS Section 78.300,
which provides that (a) the directors of a corporation shall not make
distributions to stockholders except as provided by this chapter; and (b) in
case of any willful or grossly negligent violation of the provisions of this
section, the directors under whose administration the violation occurred,
excepting dissenters to those acts, are jointly and severally liable, at any
time within three (3) years after each violation, to the corporation, and, in
the event of its dissolution or insolvency, to its creditors at the time of the
violation, or any of them, to the lesser of the full amount of the distribution
made or of any loss sustained by the corporation by reason of the distribution
to stockholders. In addition, our amended Articles of Incorporation provides
that if the Nevada Revised Statutes are amended to authorize the further
elimination or limitation of the liability of directors and officers, then the
liability of a director and/or officer of the corporation shall be eliminated or
limited to the fullest extent permitted by the Nevada Revised Statutes, as so
amended.
Article IX of our amended and restated by-laws provides for indemnification by
Universe2U of its officers and certain non-officer employees under certain
circumstances against expenses, including attorneys fees, judgments, fines and
amounts paid in settlement, reasonably incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceeding in which
any such person is involved by reason of the fact that such person is or was an
officer or employee of Universe2U if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of Universe2U, and, with respect to criminal actions or proceedings,
if such person had no reasonable cause to believe his or her conduct was
unlawful.
We have also entered into indemnification agreements with each of our directors
and certain of our executive officers. These agreements provide that we
indemnify each of our directors and such officers to the fullest extent
permitted under law and our by-laws, and provide for the advancement of expenses
to each director and each such officer. We have also obtained directors and
officers insurance against certain liabilities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted towards 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 Securities
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. The undersigned registrant
hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
Exhibits: Incorporated herein by reference to the List of Exhibits following
the signature pages hereto.
ITEM 9. Undertakings
For purposes of registration of securities under Rule 415 promulgated under
the Securities Act, 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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information in the
registration statement. To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) promulgated under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) 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.
(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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Richmond Hill, Ontario, on September 17, 2001.
Universe2U Inc.
By:/s/ Kim Allen
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Name: Kim Allen
Title: Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated as of September 17, 2001.
Signature and Title Date
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/s/ Angelo Boujos*
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Angelo Boujos, Chairman September 17, 2001
/s/ Kim Allen
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Kim Allen, Director, CEO, and Principal Financial Officer September 17, 2001
/s/ Jeff Rosenthal*
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Jeff Rosenthal, President September 17, 2001
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Paul Pathak, Director
/s/ Connie Colangelo*
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Connie Colangelo, Director September 17, 2001
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Barry W. Herman, Director
/s/ Anthony Palumbo*
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Anthony Palumbo, Director September 17, 2001
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Frederick T. Kasravi, Director
*By: /s/ Kim Allen
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Kim Allen
Attorney-in-Fact
Exhibit No. Description
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4.1 Certificate of Amendment to the Articles of Incorporation, as
filed with the Commission as Exhibit 4.1 to the Company's
Registration Statement on Form S-3 filed on August 6, 2001, is
hereby incorporated by reference thereto.
4.2 Amended and Restated by-laws as filed with the Commission as
Exhibit 4.2 to the Company's Registration Statement on Form S-3
filed on August 6, 2001, is hereby incorporated by reference
thereto.
5.1 Opinion of Wuersch & Gering, LLP, as filed with the Commission
as Exhibit 5.1 to the Company's Registration Statement on Form
S-8, filed on August 31, 2001, is hereby incorporated by
reference thereto.
10.24 Universe2U Inc. 2000 Equity Incentive Plan, as filed with the
Commission as Exhibit B to the Company's Definitive Proxy, filed
on April 27, 2001, is hereby incorporated by reference thereto.
15.1 Letter on Unaudited Interim Financial Statement, as filed with
the Commission on the Company's Quarterly Report on Form 10-QSB,
filed on August 15, 2001, is hereby incorporated by reference
thereto.
23.1 Consent of Wuersch & Gering, LLP (see Exhibit 5.1)
23.2 Consent of Moore Stephens Cooper Molyneux LLP
24.1 Power of Attorney, dated September 6, 2001, granted to Kim
Allen, Chief Executive Officer of Universe2U Inc., by Messrs.
Angelo Boujos, Jeff Rosenthal and Anthony Palumbo, and Ms.
Connie Colangelo