As filed with the Securities and Exchange Commission on April 3, 2002
Registration No. 333 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TEAM MUCHO, INC.
(Exact name of Registrant as specified in its charter)
Ohio 31-1209872
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
110 E. Wilson Bridge Road
Worthington, Ohio 43085
(Address of Registrant's principal executive offices)
TEAM MUCHO, INC.
1996 INCENTIVE STOCK PLAN
(Full Title of the Plan)
S. Cash Nickerson
Chairman, President, and Chief Executive Officer
TEAM Mucho, Inc.
110 E. Wilson Bridge Road
Worthington, Ohio 43085
(614) 848-3995
(Name, address and telephone number of agent for service)
Copies of Correspondence to:
William L. Jordan, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
Common Stock,
without par value............. 800,000 $3.25 $2,600,000 $239.20
- -------------------------------------------------------------------------------------------------------------------
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of TEAM Mucho,
Inc. Common Stock as reported on the Nasdaq SmallCap Market on April 2, 2002
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of TEAM Mucho, Inc. Common Stock, without par value, as may be
issuable pursuant to future stock dividends, stock splits or similar
transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the TEAM Mucho,
Inc. 1996 Incentive Stock Plan (the "Plan"), specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1). Such documents are not filed
as part of this Registration Statement in accordance with the Note to Part I of
the Form S-8 Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by TEAM Mucho, Inc. (the "Company")
pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act are hereby
incorporated herein by reference:
1. The Company's annual report on Form 10-K (filed March 29,
2002) for the fiscal year ended December 29, 2001; and
2. Current Report on Form 8-K, dated March 14, 2002 (filed March
19, 2002); and
3. Current Report on Form 8-K, dated February 18, 2002 (filed
March 8, 2002); and
4. Current Report on Form 8-K, dated January 17, 2002 (filed
January 29, 2002); and
4. The Company's Notice of Annual Meeting and Proxy Statement,
dated August 22, 2001.
The descriptions of TEAM Mucho, Inc. Common Stock are contained in the
Company's Form 8-As (Registration No. 0-21533) filed with the Securities and
Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, as updated in any amendment or report filed for the purpose of
updating such descriptions, are hereby incorporated by reference.
All documents filed by the Company, pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters 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 of such documents. Any statement 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.
As authorized by Section 1701.13(E) of the Ohio Revised Code, Article V
of the Company's Regulations ("Article V") provides that directors and officers
of the Company may, under certain circumstances, be indemnified against expenses
(including attorneys' fees) and other liabilities actually and reasonably
incurred by them as a result of any suit brought against them in their capacity
as a director or officer, if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, if they had no
reasonable cause to believe their conduct was unlawful. Article V also provides
that directors and officers may also be indemnified against expenses (including
attorneys' fees) incurred by them in connection with a derivative suit if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification may
be made without court approval if such person was adjudged liable to the
Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the information contained in the Exhibit Index
filed as part of this Registration Statement.
ITEM 9. UNDERTAKINGS.
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 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.
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 is registered) and any deviation
from the low or high end in 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 volume
and price present no more than a 20% 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
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (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 of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities
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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.
The undersigned 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
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 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, thereunto duly
authorized, in the City of Worthington, State of Ohio, on April 1, 2002.
TEAM MUCHO, INC.
By: /s/ S. Cash Nickerson
---------------------------------------
S. Cash Nickerson, Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
*S. Cash Nickerson Chairman, President, and ) April 1, 2002
- --------------------------------- Chief Executive Officer )
S. Cash Nickerson (Principal Executive Officer) )
)
)
)
*Jose C. Blanco Chief Financial )
- --------------------------------- Officer and Director )
(Principal Financial Officer) ) April 1, 2002
Jose C. Blanco )
)
)
*Jay R. Strauss Chief Legal )
- --------------------------------- Officer, Vice President, )
Secretary and Director ) April 1, 2002
Jay R. Strauss )
)
)
*Andrew Johnson Chief Accounting Officer ) April 1, 2002
- --------------------------------- (Principal Accounting Officer) )
Andrew Johnson )
)
)
*Kevin T. Costello Director ) April 1, 2002
- --------------------------------- )
Kevin T. Costello )
)
)
*Crystal L. Faulkner Director ) April 1, 2002
- --------------------------------- )
Crystal L. Faulkner )
)
)
*Daniel J. Jessee Director ) April 1, 2002
- --------------------------------- )
Daniel J. Jessee )
)
)
*William W. Johnston Director ) April 1, 2002
- --------------------------------- )
William W. Johnston )
)
)
*Joseph R. Mancuso Director ) April 1, 2002
- --------------------------------- )
Joseph R. Mancuso )
)
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*Robert G. McCreary III Director ) April 1, 2002
- --------------------------------- )
Robert G. McCreary III )
)
)
*James D. Robbins Director ) April 1, 2002
- --------------------------------- )
James D. Robbins )
)
)
*Michael H. Thomas Director ) April 1, 2002
- --------------------------------- )
Michael H. Thomas )
)
)
*By: /s/S. Cash Nickerson
-----------------------------------
S. Cash Nickerson, attorney-in-fact
for each of the persons indicated
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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEAM MUCHO, INC.
EXHIBITS
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------ -----------
4(a) * TEAM Mucho, Inc. 1996 Incentive Stock Plan.
4(b) Third Amended and Restated Articles of Incorporation
of Team Mucho, Inc. (Reference is made to Appendix B
to the Proxy Statement for the Annual Meeting of
Shareholders held on September 20, 2001 and
incorporated herein by reference).
4(c) Second Amended Code of Regulations of Team Mucho, Inc.
(Reference is made to Appendix E to Form 424(b)(3)
filed November 30, 2000 and incorporated herein by
reference).
5 * Opinion of Porter, Wright, Morris & Arthur LLP
regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur LLP
(included in Exhibit 5 filed herewith).
23(b) * Consent of Stonefield Josephson, Inc..
23(c) * Consent of Arthur Andersen LLP.
24 * Powers of Attorney.
* Filed with this Registration Statement