UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Commission file number 000-25523
SHARECOM, INC.
(Exact name of registrant as specified in charter)
Nevada 86-0857752
(State of other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1251 N. Sherwood Lane
Palatine, Illinois 60067
(Address of Principal Executive Office) (Zip Code)
Consultant Agreement
(Full Title of the Plan)
(800) 818-6505
(Registrant's Telephone Number, Including Area Code)
Brad Nordling, President
1251 N. Sherwood Lane
Palatine, Illinois 60067
(Name and Address of Agent for Service)
Proposed
maximum Proposed
Offering maximum
Amount to price aggregate Amount of
Title of Securities to be be per offering registration
registered registered share(2) price fee
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Common Stock (1) 35,000,000 $0.01 $350,000 $ 83.65
1. Represents up to 35,000,000 shares of common stock that may be offered
for resale upon exercise of a stock option issued by the registrant pursuant to
a Consultant Agreement
2. Calculated in accordance with Rule 457(c) using the five day average of the
low and high prices for the common stock on January 7, 2002.
PROSPECTUS
The date of this Prospectus is January 9, 2002.
SHARECOM, INC.
Up to 35,000,000 Shares of Common Stock that may be
Received by a Consultant
Pursuant to the terms of a certain
Consultant Agreement and Re-offered by Means of this Prospectus
A consultant is the holder of an option to purchase up to 35,000,000 shares of
common stock of SHARECOM, INC. ("Company") that may be offered for sale in the
over-the-counter market or otherwise after exercise of the option. It is
expected that any brokers and dealers effecting future transactions will be paid
the normal and customary commissions for market transactions; however the Shares
may be sold in a private transaction(s).
The Consultant, pursuant to the terms of a certain Consultant Agreement with the
Company in consideration of the payment to the Company of $105,000, and its
provision of other contractually agreed upon consulting services, acquired an
option to purchase up to 35,000,000 Shares for an aggregate exercise price of
$105,000 (" Option"). The Option has a term of five (5) years from the date of
grant, which was January 4, 2001.
The Company's Common Stock is currently quoted on the National Associations of
Securities Dealers ("NASD") Over-the-Counter Bulletin Board ("OTCBB") under the
symbol "SHCC". On January 7, 2001, the closing low and high prices of shares of
Common Stock of the Company were $0.0113 and $0.0145, respectively. However, the
Company considers its Common Stock to be thinly traded and, as a result, any
reported sales prices may not be a true market- based valuation of the Common
Stock.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No person has been authorized by the Company to give any information or to make
any representation other than as contained in this Prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the shares of the Common Stock issuable under the terms of the
Consultant Agreement shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer to sell securities in any state to
any person to whom it is unlawful to make such offer in such state.
The securities offered hereby involve a high degree of risk. See "Risk Factors."
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SUMMARY OF PROSPECTUS
Item 1.
The Company
This Prospectus will accompany reoffers of shares of common stock received by
the Consultants upon future exercise of the Option. Registrant has registered
35,000,000 Shares, which shares may be issued upon any future exercise of the
Option under the terms of the Consultant Agreement. The Company's principal
offices are located at 430 Wanda Lane, Palatine, Illinois, 60067, telephone
number (800) 818-6505.
This form S-8 contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements are necessarily based
on certain assumptions and are subject to significant risks and uncertainties.
These forward-looking statements are based on management's expectations as of
the date hereof, and the Company does not undertake any responsibility to update
any of these statements in the future. Actual future performance and results
could differ from that contained in or suggested by these forward-looking
statements as a result of various factors set forth in this Form S-8.
RISK FACTORS
The purchase of the securities offered hereby is subject to significant risk
factors. Investors should evaluate these risk factors carefully.
Need for Additional Financing. The Company has been financed through the sale of
its common stock. In order to succeed, the Company will require additional
capital for working capital and for marketing. There can be no assurance that
such financing will be available, or if and when acquired, no assurance can be
given that it will be acceptable to the Company.
Markets Uncertain. Despite the business experience of the officers, directors,
and principal shareholders of the Company, and the Company's products, there can
be no assurance that markets for the Company's products will continue to be
sizable enough to permit the Company to operate profitably.
Reliance on Management. All decisions with respect to the management of the
Company will be made exclusively by its officers and directors. To a large
extent, the success of the Company will depend upon the quality of the
management provided by its officers and directors. No assurance can be given
that management will operate the Company on a profitable basis.
Dependence upon Key Personnel. The success of the Company will be largely
dependent on the personal efforts of key employees, officers, and directors, who
are responsible for the development of the business of the Company. If any of
the key employees, officers or directors should, for whatever reason, cease to
serve the Company, the Company may find it difficult to find replacements within
a short time frame, and thus, the Company's ability to meet its goals could be
adversely affected.
Company Capitalization. To the extent that the funding may be insufficient to
meet expenses, the Company may be required to obtain the funds through
additional borrowings or by raising funds through selling equity interests in
the Company. The sale of equity interests may result in substantial dilution to
holders of Shares. Management believes that operating profits can be generated,
but both the development of intellectual properties and any return to
shareholders may take considerably longer than anticipated.
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PART I
Item 2.
General
The Company was formed as an Internet e-commerce business selling electronic
products to consumers through its 2WayTalk.com website. The Company is now
expanding its product lines through its other website, named WeatherRadios.com.
The founders of the Company are: Lynda Nordling, a marketing executive with
twenty-three years experience at the headquarters of a major insurance company,
and Brad Nordling, a software developer who has twenty years technology
experience concentrating on website development during the last past several
years.
The Company's principal executive offices are located at 430 Wanda Lane,
Palatine, Illinois, telephone (800) 818-6505.
Management
Brad Nordling CEO, President and Director
Michele Smith Secretary/ Treasurer
Frank Richier Vice President of Operations
Brad Nordling-Chief Executive Officer, President and Director. Brad Founded the
Company in 1994 as Shared Computer Services. Early services offered included
Local Area Network installations and upgrades. Wed site development started in
late 1996 and online shopping through 2 Way Talk.com and then WeatherRadios.com
began in January 1999. Brad has been full-time since October 1, 2001. Before
that, he also held outside positions, most recently at I-Jam Multimedia as
Director of Information Technology. Brad began there in July 2000, creating
their e-commerce "on-line" presence. Before I-Jam, Brad was a Senior Developer
for PowerCerv, an ERP Software producer. Starting in April 1997, Brad was in
charge of developing and implementing customized systems for various corporate
clients, including Friskars and Lutheran Brotherhood. Prior to PowerCerv, Brad
was a Senior Staff Programmer at Allstate Insurance at the conclusion of his
ten-year career there.
Michele Smith - Secretary/Treasurer. Michele started at the Company in March
2000 and holds a variety of responsibilities. She is in charge of all website
development and maintenance for the WeatherRadio.com site. In addition to all
her technical skills, she is in charge of customer service. Ms. Smith handles
all customer follow-ups for order status inquires and product returns. Michele's
duties also include maintaining financial records for the Company. Prior to
coming to the Company, Michele was customer service specialist for American
Online. She began there in 1996, handling customer calls and monitoring various
chat rooms and message boards. She also managed the accounting for her husband's
business.
Frank Richier - Vice President of Operations. Frank began with the Company in
this May 2001. Prior to coming, Frank was founding member of I-Jam Multimedia.
Frank was in charge of directing and managing the overall sales operations at
I-Jam, which included a staff of over 30 sales persons throughout the United
States. Relationships built with major retailers, like Best Buy, Target, AOL,
Sears, and Amazon produced first year sales of over $12 Million with one SKU
(Item). Frank began with I-Jam in mid 1998 after success at I-Jam's sister
company, Wireless Marketing Corporation. Beginning there in the middle of 1996,
he was Director of Sales, helping to attain a 70% increase revenue.
Legal Proceedings
The Company is not currently involved in any legal proceedings.
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Properties.
The Company maintains its administrative offices at 430 Wanda Lane,
Palatine, Illinois 60067 which is the residence of Brad Nordling, the President
of the Company.
PART II
Item 3. Information with Respect to the Company
This Prospectus is accompanied by the Company's Form 10-KSB for the year ended
December 31, 2000, and its latest Firm 10-QSB Quarterly Reports filed subsequent
thereto, for the quarters ending March 31, 2001, June 30,2001, and September 30,
2001. These Annual, Quarterly and Current Reports, as well as all other reports
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, in addition to the Form 8-K's filed on August
3, 2001 and December 4, 2001 are hereby incorporated by reference in this
Prospectus and may be obtained upon the oral or written request of any person to
the Company at 430 Wanda Lane, Palatine, Illinois telephone number (800)
818-6505
Incorporation of Documents by Reference.
The registration statement incorporates by reference all filings of the
Registrant from December 31, 2001 through the date hereof.
Item 4. Description of Securities
General
Common Stock
The Company's Articles of Incorporation authorizes the issuance of up to
750,000,000 shares of common stock, $0.001 par value per share, of which
approximately 711,360,772 shares were outstanding as of the date of this filing.
Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders and have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratably in dividends, if
any, as may be declared, from time to time by the Board of Directors in its
discretion, from funds legally available therefore. In the event of a
liquidation, dissolution or winding up of the Company, the holders of shares of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no conversion rights or
redemption or sinking fund provisions with respect to the common stock. All of
the outstanding shares of common stock are validly issued, fully paid and
non-assessable.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance of 25,000,000
shares of preferred stock, $0.001 par value per share, of which no shares were
outstanding as of the date of this filing. The preferred stock may be issued
from time to time by the Board of Directors as shares of one or more classes or
series. Subject to the provisions of the Company's Certificate of Incorporation
and limitations imposed by law, the Board of Directors is expressly authorized
to adopt resolutions to issue the shares, to fix the number of shares and to
change the number of shares constituting any series, and to provide for or
change the voting powers, designations, preferences and relative, participating,
optional or other special rights, qualifications, limitations or restrictions
thereof, including dividend rights (including whether dividends are cumulative),
dividend rates, terms of redemption (including sinking fund provisions),
redemption prices, conversion rights and liquidation preferences of the shares
constituting any class or series of the preferred stock, in each case without
any further action or vote by the stockholders.
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One of the effects of undesignated preferred stock may be to enable the Board of
Directors to render more difficult or to discourage an attempt to obtain control
of the Company by means of a tender offer, proxy contest, merger or otherwise,
and thereby to protect the continuity of the Company's management. The issuance
of shares of preferred stock pursuant to the Board of Director's authority
described above may adversely affect the rights of holders of Common stock. For
example, preferred stock issued by the Company may rank prior to the Common
Stock as to dividend rights, liquidation preference or both, may have full or
limited voting rights and may be convertible into shares of Common Stock.
Accordingly, the issuance of shares of preferred stock may discourage bids for
the Common Stock at a premium or may otherwise adversely affect the market price
of the Common Stock.
Item 5. Interests of Named Experts and Counsel
N/A
Item 6. Indemnification
The Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:
Indemnification of officers, directors, employees and agents; advance of
expenses.
1. A corporation may indemnify any person 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, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he 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 conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
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3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were
not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
act, suit or proceeding cannot to obtained, by independent legal
counsel in a written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the directors or
officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his act
or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
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Item 7. Exemption From Registration Claimed.
The Option and the Shares that may be received upon the exercise thereof by the
consultant were exempt from the registration requirements of the Securities Act
of 1933 as amended by virtue of Section 4(2) thereof covering transactions not
involving any public offering or not involving any "offer" or "sale".
Item 8. Exhibits.
3.1 Articles of Incorporation of registrant (1).
3.2 Bylaws (2).
5. Opinion regarding legality of shares being issued (3).
10. Consultant Agreement (3).
23.2 Consent of Independent Auditors (3).
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(1) Incorporated by reference from the registrant's Registration Statement on
Form 10SB, File No. 000-25523;
(2) Incorporated by reference from the registrant's Registration Statement on
Form 10SB, File No. 000-25523;
(3) Filed 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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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 set forth
in the registration statement;
(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,
including (but not limited to) any addition or election of a managing
underwriter.
(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 offered 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.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 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 referring 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.
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Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company 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
Company will, unless in the opinion of its counsel that 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.
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palatine, State of Illinois, on this 7th day of
January, 2002.
SHARECOM, INC.
By : /s/ Brad Nordling
-------------------
Brad Nordling, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on January 7, 2002
Signature Title Date
/s/ Brad Nordling CEO, President and Director January 7, 2002
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Brad Nordling
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