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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2001.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SDC INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-2583767
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
777 S. FLAGLER, 8TH FLOOR WEST, W. PALM BEACH, FLORIDA 33401
(Address of principal executive offices) (Zip Code)
SDC INTERNATIONAL, INC. 2001 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
RONALD A. ADAMS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SDC INTERNATIONAL, INC.
777 S. FLAGLER
8TH FLOOR WEST
W. PALM BEACH, FLORIDA 33401
(Name and Address of Agent for Service)
(561) 882-9300
(Telephone Number, including Area Code, of Agent for Service)
Copies of communications to:
ANDREW HULSH, ESQ.
BAKER & MCKENZIE
1200 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 789-8900
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE FEE
- ---------------- -------------- ------------- ----------- --------------
Common Stock, 2,000,000 shares $0.71 $1,420,000 $355.00
$.001 par value
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(1) This registration statement also covers an indeterminate number of shares
of common stock of SDC International, Inc.which may be issued by reason of
stock dividends, stock splits, or similar transactions in accordance with
Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act").
(2) Estimated soley for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act. With respect
to the 2,000,000 shares of common stock underlying options available for
future grant under the SDC International, Inc. 2001 Non-Qualified Stock
Option Plan, the estimated Proposed Maximum Aggregate Offering Price Per
Share was estimated pursuant to Rule 457(c) under the Securities Act,
whereby the per share price was determined by reference to the average
between the high and low price reported on over-the-counter market on July
3, 2001, which average was $0.71.
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EXPLANATORY NOTE
We have prepared this registration statement in accordance with the
requirements of Form S-8 under the Securities Act to register shares of our
common stock issuable upon the exercise of stock options that may be granted
from time to time under our 2001 Non-Qualified Stock Option Plan (the "Plan").
PART I
INFORMATION REQUIRED
IN THE SECTION 10(A) PROSPECTUS
We will send or give the documents containing the information specified
in Part I of Form S-8 to employees as specified by Securities and Exchange
Commission Rule 428(b)(1) under the Securities Act. We do not need to file these
documents with the Securities and Exchange Commission either as part of this
registration statement or as prospectuses or prospectus supplements under Rule
424 of the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated into this registration statement by
reference:
(1) The registrant's latest annual report on Form 10-KSB for the fiscal
year ended December 31, 2000 (the "Annual Report"), filed pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the "Securities Exchange
Act");
(2) The registrant's quarterly report on Form 10-QSB for the quarter
ended March 31, 2001;
(3) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act since the end of the fiscal year covered
by the annual report referred to in (1), above; and
(4) A description of the registrant's common stock, par value $0.001
per share (the "common stock"), and related matters included in the registrant's
registration statement on Form 10SB filed under the Securities Exchange Act
(file no. 000-27520), and any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act after 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 by this
registration statement have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference 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 herein by reference modifies or supersedes such
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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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law currently permits a corporation to limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for any breach of the
duty of loyalty to the corporation or its stockholders, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; violation of Section 174 of the Delaware General Corporation Law, any
transaction from which the director derived an improper personal benefit or any
act or omission prior to the adoption of such a provision in the certificate of
incorporation. Our certificate of incorporation provides that no directors will
be liable to us or any of our stockholders for breach of any fiduciary or other
duty as a director, to the extent permitted by Delaware law (as it is now or
later in effect).
Delaware law generally permits a corporation to indemnify its
directors and officers against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with a third-party
action, other than a derivative action, and against expenses actually and
reasonably incurred in the defense or settlement of a derivative action.
However, there must be a determination that the individual must have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation or, with respect to a criminal action, had no
reasonable cause to believe his conduct was unlawful. This determination is
made, in the case of an individual who is a director or officer at the time of
the determination, by:
- a majority of the directors not a party to the action, even though
less than a quorum;
- a committee of such directors designated by a majority vote of such
directors, even though less than a quorum;
- independent legal counsel in a written opinion; or
- a majority vote of the stockholders, at a meeting at which a quorum
is present.
Without court approval, however, no indemnification may be made in
respect of any derivative action in which the individual is adjudged liable to
the corporation.
Delaware law requires indemnification of directors and officers for
reasonable expenses relating to a successful defense on the merits or otherwise
of a derivative or third-party action.
Delaware law permits a corporation to advance expenses relating to
the defense of any proceeding to directors and officers contingent upon that
individuals' commitment to repay any advances unless it is determined ultimately
that indemnification is proper.
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Under Delaware law, subject to public policy issues, a corporation
may provide for more favorable indemnification and advancement of expenses than
provided by statute through bylaw, agreement, vote of stockholders,
disinterested directors or otherwise.
Our officers and directors are indemnified pursuant to specific
provisions of our Amended and Restated Certificate of Incorporation (the
"Certificate") and By-laws to the fullest extent permissible under the law,
subject to specific limitations imposed, with the basic intent of not granting
any indemnity in contravention of the laws of the state of Delaware or of the
United States of America, whether as a matter of law or public policy pursuant
to statutory provisions.
Pursuant to our Certificate, no director shall be personally liable
to us or our stockholders for monetary damages for any breach of fiduciary duty
as a director. The Certificate further provides, however, that a director shall
be liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to us or our stockholders, (ii) for acts or omissions
not in good faith of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment or repeal of this provision in the
Certificate may adversely affect any right or protection of any director
existing at the time of such amendment or repeal for or with respect to any acts
or omissions of such director occurring prior to such amendment or repeal.
At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought, nor are we aware of any threatened litigation that may result in claims
for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as a part of this
registration statement and which are incorporated in this registration
statement.
4.1 Amended and Restated Certificate of Incorporation of SDC
International, Inc. (incorporated herein by reference to the registrant's Form
S-8 Registration Statement, filed with the Securities and Exchange Commission on
December 28, 2000).
4.2 Amended and Restated By-laws of SDC International, Inc.
(incorporated herein by reference to the registrant's Form 10SB).
4.3 SDC International, Inc. 2001 Non-Qualified Stock Option Plan.
5.1 Opinion of Baker & McKenzie, regarding legality of the securities
covered by this registration statement.
23.1 Consent of Baker & McKenzie, counsel for the Registrant, to the
use of its opinion with respect to the legality of the securities covered by
this registration statement and to the references to such counsel in this
registration statement (contained in the opinion filed as Exhibit 5.1 to this
registration statement).
23.2 Consent of Richard A. Eisner & Company, LLP, independent auditors.
24.1 Power of Attorney (included on the signature page of this
registration statement)
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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 this 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 this 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 United States Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
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 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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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, the hereunto duly
authorized, in the City of W. Palm Beach, State of Florida, on June 27, 2001.
SDC INTERNATIONAL, INC.
By: /s/ Ronald A. Adams
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Name: Ronald A. Adams
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Ronald A.
Adams acting alone, his true and lawful attorney-in-fact with the authority to
execute in the name of each such person, any and all amendments (including
without limitation, post-effective amendments) to this registration statement on
Form S-8, and to file such registration statements with the Securities and
Exchange Commission, together with any exhibits thereto and other exhibits
therewith, necessary or advisable to enable the registrant to comply with the
Securities Act, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, which amendments may make such other
changes in the registration statement as the aforesaid attorney-in-fact
executing the same deems appropriate.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ Ronald A. Adams Chairman and Chief June 27, 2001
- ----------------------------------- Executive Officer and Director
Ronald A. Adams (Principal Executive Officer, Principal
Accounting Officer and Principal
Financial Officer)
/s/ Milota K. Skral President and Director June 27, 2001
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Milota K. Skral
/s/ H.S. Green Secretary and Director June 27, 2001
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H.S. Green
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EXHIBIT INDEX
The following is a complete list of exhibits filed as a part of this
registration statement and which are incorporated herein.
EXHIBIT NO. DESCRIPTION
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4.3 SDC International, Inc. 2001 Non-Qualified Stock Option
Plan.
5.1 Opinion of Baker & McKenzie, regarding legality of the
securities covered by this registration statement.
23.1 Consent of Baker & McKenzie, counsel for the Registrant, to
the use of its opinion with respect to the legality of the
securities covered by this registration statement and to the
references to such counsel in this registration statement
(contained in the opinion filed as Exhibit 5.1 to this
registration statement).
23.3 Consent of Richard A. Eisner & Company, LLP, independent
auditors.
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