SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933
SHOWINTEL NETWORKS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 88-0441388
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
CONSULTING AGREEMENT
(Full Title of Plan)
David V. Lott
554 Greentree Cove, Suite 102
Collierville, TN 38017
(Name and address of agent for service)
(901)-854-3574
(Telephone number, including area code, of agent for service)
Copies to:
Adam U. Shaikh, Esq.
Harmon & Shaikh, Chtd
4089 Industrial Road
Las Vegas, NV 89103
Phone: 702-733-0036
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered unit(1) price Registration Fee(2)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, par 300,000 shares $.10 $30,000.00 $2.76
value $.001 per share
====================================================================================================================
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's common stock
as of March 20th, 2003, a date within five business days prior to the date
of filing of this registration statement.
(2) Pursuant to Rule 457(c), based on price of $.10 per share, the average bid
and asked price of the registrant's common stock as of March 20th, 2003, a
date within five business days prior to the date of filing of this
registration statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part I and the documents incorporated
by reference under Item 3 of Part II to this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act, and are incorporated herein by reference.
ITEM 1 - PLAN INFORMATION
The information required to be provided pursuant to this Item to the individual
participants is set forth in the consulting services contract (the "Consulting
Agreement"). See Exhibit 10.5, hereby attached to this Form S-8.
ITEM 2 - REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
We will provide without charge to each participant upon written or oral request
of such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Registration Statement. Requests may be forwarded to
Showintel Networks, Inc., 554 Greentree Cove, Suite 102 Collierville, TN 38017
Attn: David V. Lott. Phone: (901)-854-3574
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the following documents filed by Showintel Networks, Inc., a
Nevada corporation ("SWNW" or the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated into this
registration statement ("Registration Statement") by reference:
(i) Registrant's quarterly reports on Form 10-QSB for the quarters ended
March 31, 2002, June 30, 2002, and September 30, 2002,
(ii) Registrants annual report on Form 10KSB for the year ended December
31, 2001, as ammended;
All documents filed by us with the Commission pursuant to Sections13(a), 13(c),
14 and 15(d) of the Exchange Act, subsequent to the filing 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 have
been sold or which registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. We will provide without
charge to the participant in the written compensation contract, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.
ITEM 4 - DESCRIPTION OF SECURITIES
N/A
ITEM 5 - INTEREST OF NAMED EXPERTS AND COUNSEL
None
ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Business Corporation Code, as amended, the Company's Board Of
Directors has the power to indemnify officers and directors, present and former,
for expenses incurred by them in connection with any proceeding they are
involved in by reason of their being or having been an officer or director of
the Company. The person being indemnified must have acted in good faith and in a
manner he or she reasonably believed to be not opposed to the best interests of
the Company.
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED
N/A
ITEM 8 - EXHIBITS
5.1 Letter re: Legality of Shares being issued
10.5 Consultant Agreement
24.1 Consent of Independent Auditors.
24.2 Consent of Attorneys (contained in Exhibit 5.1 of this filing)
ITEM 9 - UNDERTAKINGS
(a) UNDERTAKING TO UPDATE
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 to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) 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 in
the Registration Statement; and
(iii) 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
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 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") 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) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
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 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) UNDERTAKING WITH RESPECT TO INDEMNIFICATION
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 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.
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.
Date: March 24th, 2003 SHOWINTEL NETWORKS, INC.
By: /s/ David V. Lott
---------------------------
David V. Lott
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated.
Date: March 24th, 2003 SHOWINTEL NETWORKS, INC.
By: /s/ David V. Lott
---------------------------
David V. Lott