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As filed with the Securities and Exchange Commission on November 10, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AUSTIN FUNDING.COM CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 74-2923677
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
823 CONGRESS AVENUE, SUITE 515, AUSTIN, TEXAS 78701
(Address of principal executive offices) (Zip Code)
AUSTIN FUNDING.COM CORPORATION
1999 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Jack A. Selman, Esq.
Selman & Munson, PC
111 Congress Avenue, Suite 1000
Austin, Texas 78701
(Name and address of agent for service)
Office: (512) 505-5955; FAX: (512) 505-5956
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
REGISTERED
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Common Stock, par value $0.01
per share 2,000,000 $1.00 $2,000,000 $600
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* Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Based upon the exercise price at
which such outstanding options to purchase shares of the common stock
under the options may be exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Austin Funding.com Corporation
1999 Stock Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Austin Funding.com
Corporation (the "Company" or the "Registrant") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Registrant's Registration Statement on Form 10-SB (the
"Registration Statement") (File No. 000-26815) filed with the
Commission on July 23, 1999 and all amendments or reports
filed for the purpose of updating such description;
(b) all other reports filed by the Company pursuant to Section
12 or 15(d) of the Exchange Act since the end of the fiscal
year covered by Registration Statement referred to above;
(c) the description of the common stock, par value $0.01 per
share, of the Registrant contained in Registration Statement
and all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be
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incorporated, by reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the Prospectus to the
extent that a statement contained herein or therein or in any other subsequently
filed document which also is, or is deemed to be, incorporated by reference
herein or therein modifies or supersedes 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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Glenn
A. LaPointe, President, Austin Funding.com Corporation, 823 Congress Avenue,
Suite 515, Austin, Texas 78701, telephone number (512) 481-8000.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Bylaws provide for indemnification of the directors and officers of
the Company to the fullest extent permitted by applicable state law, as then in
effect. The indemnification rights conferred by the Bylaws are not exclusive of
any other right to which a person seeking indemnification may otherwise be
entitled. The Company may purchase liability insurance for the directors and
officers for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers. The SEC has taken the
position that the provisions discussed in this section do not eliminate the
monetary liability of directors or officers under the Federal securities laws.
The Articles of the Company waive the personal liability of a director
or officer for damages for breach of fiduciary duty except for (i) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) the payment of distributions in violation of Section 78.300 of the
Nevada General Corporation Law ("NGCL"), which concerns the unlawful payment of
distributions to stockholders.
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While the Articles provide directors and officers with protection from
awards for monetary damages for breaches of their duty of care, they do not
eliminate such duty. Accordingly, the Articles will have no effect on the
availability of equitable remedies such as an injunction or rescission based on
a director's or officer's breach of his or her duty of care.
The Company does not currently carry insurance insuring the directors
and officers of the Company against losses for any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of
duty by the directors and officers in the discharge of their duties.
Item 7. Exemption from Registration Claimed.
The Company has relied upon Section 4(2) of the Securities Act and Rule
701 promulgated thereunder with respect to restricted securities to be reoffered
or resold pursuant to this Registration Statement.
Item 8. Exhibits.
Regulation Reference to Prior
SB Exhibit Filing or Exhibit Number
Number Document Attached Hereto
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4 Austin Funding.com Corporation 1999 Stock Option and Incentive 1999 Stock Option and Incentive
Plan, form of Incentive Stock Option Agreement and form of Plan was filed as part of the
Non-Qualified Stock Option Agreement Registration Statement on Form
10-SB filed by the Company as
amended (File No. 000-26815), and
incorporated herein by reference.
Form of Incentive Stock Option
Agreement and Form of Non-Qualified
Stock Option Agreement are attached
as Exhibit 4.
5 Opinion of Selman & Munson, P.C. Attached as Exhibit 5
15 Letter of Sprouse & Winn L.L.P. regarding unaudited interim Attached as Exhibit 15
financial statement information
23.1 Consent of Selman & Munson, P.C. Attached as Exhibit 23.1
23.2 Consent of Sprouse & Winn, L.L.P. Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
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Item 9 Undertakings.
(a) 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 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
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 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 Securities 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
the requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Austin, State of Texas, on November 10, 1999.
AUSTIN FUNDING.COM CORPORATION
By: /s/ GLENN A. LAPOINTE
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Glenn A. LaPointe, President
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Glenn A. LaPointe, his true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all said attorney-in-fact and agents or their
substitutes or substitute may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ GLENN A. LAPOINTE President, Chairman of the Board, Executive Officer
- ------------------------------ and Director (Principal Executive Officer) 11/10/99
Glenn A. LaPointe
/s/ TERRY G. HARTNETT
- ------------------------------ Chief Financial Officer and Director 11/10/99
Terry G. Hartnett
/s/ BRADLEY J. FARLEY
- ------------------------------ Director 11/10/99
Bradley J. Farley
/s/ GLENN G. FARLEY
- ------------------------------ Director 11/10/99
Glenn G. Farley
/s/ L. H. HARDY, JR.
- ------------------------------ Director 11/10/99
L. H. Hardy, Jr.
/s/ SHANNON D. STEWART
- ------------------------------ Officer and Director 11/10/99
Shannon D. Stewart
/s/ KAREN R. HELLER
- ------------------------------ Officer and Director 11/10/99
Karen R. Heller
/s/ JENNIFER ANN V. BULLOCK
- ------------------------------ Officer and Director 11/10/99
Jennifer Ann V. Bullock
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AUSTIN FUNDING.COM CORPORATION
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EXHIBIT INDEX
Exhibit
Number Description
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4 Austin Funding.com Corporation 1999 Stock Option and Incentive
Plan, form of Incentive Stock Option Agreement and form of
Non-Qualified Stock Option Agreement
5 Opinion of Selman & Munson, P.C.
15 Letter of Sprouse & Winn, L.L.P. regarding unaudited interim
financial statement information
23.1 Consent of Selman & Munson, P.C.
23.2 Consent of Sprouse & Winn, L.L.P.
24 Power of Attorney