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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERNET MULTI-MEDIA CORPORATION
(Exact name of Registrant as specified in its charter)
MILLENIA CORPORATION
(Former name of Registrant)
Nevada 87-0431096
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2533 North Carson Street, Suite 3358, Carson City, Nevada 89706
(Address of Principal Executive Offices including zip code)
2000 Stock Option Plan
(Full title of the plan)
Christopher J. Moran, Jr.
4625 Clary Lakes Drive
Roswell, Georgia 30075
(Name and address of agent for service)
(770) 518-9542
(Telephone number, including area code, of agent for service)
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered offering price aggregate registration fee
to be registered per share offering price
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Common stock 850,000 Shares $.18 $153,000 $41.00
$.001 par value
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(1) Computed pursuant to Rule 457 [c] of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per unit,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price on the NASDAQ OTC Bulletin Board for the common
stock on June 26, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part 1 is included in
documents sent or given to the relevant officers, directors, employees,
consultants or advisors of INTERNET MULTI-MEDIA CORPORATION, a Nevada
corporation ("Registrant").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(A) Registrant's Form 10-SB as filed with SEC on February 2, 2000.
(B) Registrant's Form 10-KSB filed for the year ended December 31, 1999 as
well as the Registrant's latest quarterly report of Form 10-QSB for the quarter
ended March 31, 2000.
(C) Registrant's Current Reports on Form 8-K dated July 6 and July 13,
2000.
(D) All other reports which may be filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of the
fiscal year covered by Registrant's Form 10-KSB for the year ended December 31,
1999, 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.
(E) Any statement contained in a document incorporated or deemed to be
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 other subsequently filed document which also is or is
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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
Under the Nevada Business Associations Act (the "Business Association
Act") Title 7, Chapter 78, directors of the Company will be liable to the
Company or its shareholders for (a) the amount of a financial benefit received
by the director to which the director is not entitled; (b) an intentional
infliction of harm on the Company or its shareholders; (c) certain unlawful
distributions to shareholders; and (d) an intentional violation of criminal law.
These provisions do not limit or eliminate the rights of the Company or any
shareholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care.
The Company's Articles require the Company to indemnify each director
and officer of the Company and his or her respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in connection
with any action, suit, or proceeding to which he or she may be made a party by
reason of the fact that he or she is or was a director or officer of the
Company, to the full extent permitted by the laws of the state of Nevada now
existing or as such laws may hereafter be amended. The expenses of officers and
directors incurred in defending a civil or criminal action, suit, or proceeding
shall be paid by the Company 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 or she is not
entitled to be indemnified by the Company.
The Company may, at the discretion of the board of directors, indemnify
any person who is or was a party or is threatened to be made party to any
threatened, pending, or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he or she
is or was a director, officer, employee, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another company, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the defense or settlement of the action or suit,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the Company, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such a person shall have been adjudged to be liable to the Company, unless
and only to the extent that the court in which the action or suit was brought
shall determine on the application that despite the adjudication of liability
but in the view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as to the court deems proper.
The Company's Bylaws permit the Company to purchase and maintain
insurance on behalf of any Director, Officer, Agent or employee whether or not
the Company would have the power to indemnify such person against the liability
insured against.
Item 7. Exemption from Registration Claimed.
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Not Applicable
Item 8. Exhibits.
INDEX TO EXHIBITS
Regulation
S-B Exhibit
Number DESCRIPTION
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(3)(i)(a) Restated and Amended Articles of Incorporation dated
November 3, 1994 (1)
(3)(i)(b) Certificate of Amendment to Articles of Incorporation dated
November 29, 1997 (1)
(3)(i)(c) Certificate of Reinstatement dated January 25, 2000 (1)
(3)(ii)(a) ByLaws (1)
(5) Opinion of Counsel
(21) Subsidiaries of the Registrant (1)
(23)(1) Consent of CPA
(23)(2) Consent of Counsel
(27) Financial Data Schedule (for SEC use only) (2)
(1) Incorporated by reference from Registrant's Form 10-SB Registration
Statement as filed on February 2, 2000.
(2) Incorporated by reference from Registrant's Form 10-QSB for the quarter
ended March 30, 2000.
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Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a post
effective amendment to this Registration Statement to:
(A) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(B) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and 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 of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
the volume and price represent no more than twenty percent (20%) change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
(C) Include any additional or changed material information on the plan
of distribution.
(2) For determining liability under the Securities Act, treat each post
effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) For determining any liability under the Securities Act, treat 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 small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time the Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each post
effective amendment as a new registration statement for the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "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 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
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liabilities (other than the payment by ther 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 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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, CANADA on July
29, 2000.
INTERNET MULTI-MEDIA CORPORATION
Dated: July 29, 2000 By:/s/ Reno J. Calabrigo
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Reno J. Calabrigo
President and Director
Pursuant to the requirements of the Securities Act of 1933, 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.
Dated: July 28, 2000 By: /s/ Reno J. Calabrigo
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Reno J. Calabrigo, President and Director,
Principal Executive Officer and Principal
Financial Officer
Dated: July 28, 2000 By: /s/ Michael Doodson
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Michael Doodson, Director
Dated: July 28, 2000 By: /s/ Cornelia Patterson
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Cornelia Patterson, Secretary and Director
Dated: July 28, 2000 By: /s/ Kelly Kampen
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Kelly Kampen, Director