As filed with Securities & Exchange Commission on February 27, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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Seychelle Environmental Technologies, Inc.
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(Exact Name of Small Business Issuer as specified in its charter)
Nevada 33-0836954
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(State or other jurisdiction (IRS Employer File Number)
of incorporation)
32921 Calle Perfecto, San Juan Capistrano, California 92675
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(Address of principal executive offices)
2002 STOCK COMPENSATION PLAN I
(Full title of the plan)
Carl Palmer, Chief Executive Officer
Seychelle Environmental Technologies, Inc.
32921 Calle Perfecto
San Juan Capistrano, California 92675
(Name and address of agent for service)
(949) 234-1999
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
Title of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
- ------------- ---------- ---------------- ------------------ ------------
COMMON SHARES 300,000 $0.25 $75,000 $6.90
$0.001 par value
STOCK OPTIONS 300,000 NONE NONE NONE
TOTAL $6.90
</Table>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the 2002
Stock Compensation Plan I (the "Plan") of Seychelle Environmental Technologies,
Inc., a Nevada corporation (the "Registrant" or the "Company"), dated February
12, 2002 required by Item 1 of Form S-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the statement of availability of
registrant information, employee benefit plan annual reports and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified in Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.
References in this document to "us," "we," or "the Company" refer to Seychelle
Environmental Technologies, Inc., its predecessor and its subsidiary.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following document, which has been filed by us with the Securities
and Exchange Commission, is hereby incorporated by reference into this
Prospectus: Our Report on Form 10-KSB for the fiscal year ended February 28,
2001; Our Report on Form 10-QSB for the fiscal quarter ended May 31, 2001. Our
Report on Form 10-QSB for the fiscal quarter ended August 31, 2001. Our Report
on Form 10-QSB for the fiscal quarter ended November 30, 2001. Our Current
Reports on Form 8-K filed subsequent to February 28, 2001 and through the date
of this registration statement; and
All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any document
that is subsequently 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.
Item 4. Description of Securities.
We are authorized to issue 50,000,000 shares of Common Stock, par value
$0.001 per share, and 1,000,000 shares of Preferred Stock, par value $0.01 per
share. As of November 30, 2001 a total of 9,191,480 shares of Common Stock were
outstanding.
As of the same date, three classes of Preferred Stock were authorized,
but only one class was issued or outstanding: 8,000 shares of Series "AAA" 12%
Cumulative Convertible Preferred Shares.
3
COMMON STOCK
The holders of Common Stock have one vote per share on all matters
(including election of directors) without provision for cumulative voting. Thus,
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors, if they choose to do so. The Common Stock is not
redeemable and has no conversion or preemptive rights.
The Common Stock currently outstanding is validly issued, fully paid
and non-assessable. In the event of our liquidation, the holders of Common Stock
will share equally in any balance of our assets available for distribution to
them after satisfaction of creditors and the holders of our senior securities,
whatever they may be. We may pay dividends, in cash or in securities or other
property when and as declared by the Board of Directors from funds legally
available therefor, but we have paid no cash dividends on our Common Stock.
PREFERRED STOCK
Under the Articles of Incorporation, the Board of Directors has the
authority to issue Preferred Stock and to fix and determine its series, relative
rights and preferences to the fullest extent permitted by the laws of the State
of Nevada and such Articles of Incorporation. As of the date of this
Registration Statement, three classes of Preferred Stock were authorized, but
only one class was issued or outstanding.
Series "A" 13.5% Non Voting, Cumulative, Convertible Preferred Stock
Such Stock has rights which are superior to all of our other
securities, including upon liquidation and as to payment of dividends, if any.
The Series "A" Preferred carries a dividend of 13.5% per annum, is non-voting,
and is redeemable by us at any time at face value and is convertible into our
common stock at the lesser of $10 per share or 85% of the last five closing bid
prices. No shares of Series "A" are issued and outstanding as of the date of
this Registration Statement.
Series "AA" Non Voting, Cumulative, Convertible Preferred Stock
Such Stock had rights which were superior to all of our other
securities except for Series "A" 13.5% Non Voting, Cumulative, Convertible
Preferred Stock, including upon liquidation and as to payment of dividends, if
any. The Series "AA" Preferred carried a dividend which was set by the Board of
Directors at 10% prior to the time of issuance thereof, was non-voting,
redeemable by us at any time at face value and was convertible into our common
stock at 85% of the last five closing bid prices. We had previously issued 26
shares of the Series "AA" Preferred Stock. This Series "AA" is no longer issued
or outstanding as of the date of this Registration Statement.
4
Series "AAA" 12% Cumulative Convertible Preferred Shares
Such Stock has rights which are superior to all of our other securities
except for Series "A" 13.5% Non Voting, Cumulative, Convertible Preferred Stock
and, before its conversion, the Series "AA" Non Voting, Convertible Preferred
Stock, including upon liquidation and as to payment of dividends, if any. The
Series "AAA" Cumulative Convertible Preferred Voting Stock carries a 12% per
annum dividend payable in stock or cash, is voting, with each share equal to 100
shares of our common stock and is redeemable according to the following
procedure: upon written notice of conversion from the holders, we will have the
right, but not the obligation, for 45 days from receipt of such notice to
repurchase, for cash, up to 2,000 shares of the Series "AAA" 12% Cumulative
Convertible Preferred Shares at $1,000 per share.
Pursuant to the terms of the Amended Purchase Agreement, the number of
our common shares issuable to the holders pursuant to the conversion provisions
of the Series "AAA" 12% Cumulative Convertible Preferred Shares was reduced from
8,000,000 shares to 4,500,000 shares (subject to pro rata adjustments, if any,
for stock dividends, stock splits, reverse stock splits, and any other similar
capital stock adjustments of a general nature). At the date of this Registration
Statement, there are 8,000 shares issued and outstanding.
We do not plan to issue any other Preferred Stock in the foreseeable
future.
TRANSFER AGENT, REGISTRAR AND WARRANT AGENT
We have appointed Standard Registrar & Transfer Company, Inc.12528
South 1840 East, Draper, Utah 84020 as transfer agent for our common shares.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
David Wagner & Associates, P.C., Attorneys at Law, special securities
counsel to the Registrant for the purpose of this Registration Statement, and
whose opinion as to the legality of the issuance of the Shares hereunder is
attached hereto as Exhibit 5, and an affiliate of this firm, own a total of
approximately 289,000 of our common shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation authorizes us to indemnify to the maximum
extent permitted under Nevada law. The Nevada Private Corporations Act allows us
to indemnify our directors, officers, employees and agents, including the
advancement of expenses:
Section 78.751 of the Nevada Private Corporations Act provides:
5
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 attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonable
incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner 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, 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 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 person shall have 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.
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
6
is proper in the circumstances. The determination must be made: (a) By
the stockholders, (b) By the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action,
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; (d) If a
quorum consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a
written opinion.
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 action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined by a
court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do
not affect any rights to advancement of expenses to which corporate
personnel other than 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 or incorporation, by-law, 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 such 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 acts
or omissions involved intentional misconduct, fraud or 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 2002 Stock Compensation Plan I, dated February 12, 2002.
7
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of Independent Auditors: Rushall Reital & Randall.
24.2 Consent of David Wagner & Associates, P.C. (Included in
Exhibit 5).
ITEM 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) 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;
(a) 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
bonafide offering thereof.
(b) 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.
2. The 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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide
offering thereof.
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Juan Capistrano, State of California, on this
25th day of February, 2002.
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
Dated: 2/25/02 By: /s/ Carl Palmer
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Carl Palmer
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL OFFICER
Dated: 2/25/02 By: /s/ Carl Palmer
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Carl Palmer
Treasurer and Director
Dated: 2/25/02 By: /s/ Paul H. Lusby
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Paul H. Lusby
Secretary and Director
Dated: 2/25/02 By: /s/ Donald S. Whitlock
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Donald S. Whitlock
Director
Dated: 2/25/02 By: /s/ Michelle Rae Palmer
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Michelle Rae Palmer
Director
9
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
------------------------------------------
(Exact name of Issuer as specified in its charter)
EXHIBITS
EXHIBIT INDEX
<Table>
<Caption>
Exhibit
Number Description
4.1 2002 Stock Compensation Plan I, dated February 12, 2002.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of Independent Auditors: Rushall Reital & Randall
24.2 Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
</Table>