Registration No. 333-_______________
As filed with the Securities and Exchange Commission on October 31, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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eDiets.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 56-0952883
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
3467 W. Hillsboro Boulevard (954) 360-9022
Deerfield Beach, Florida 33442 (Telephone number, including
(Address, including zip code, of area code, of registrant's
registrant's principal executive offices) principal executive offices)
eDiets.com, Inc.
STOCK OPTION PLAN
(Full title of the plan)
David J. Schofield, Chief Executive Officer
eDiets.com, Inc.
3467 W. Hillsboro Boulevard
Deerfield Beach, Florida 33442
(954) 360-9022
(Name, address, including zip code and telephone number, including area code,
of agent for service)
Copy to:
Mark A. Pachman
Nason, Yeager, Gerson, White & Lioce, P.A.
1645 Palm Beach Lakes Boulevard, Suite 1200
West Palm Beach, Florida 33401
(561) 686-3307
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of securities to be Amount to be maximum maximum Amount of
registered registered (1) offering price aggregate registration
per share (2) offering price (2) fee
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Common Stock, par value $.001 per share 900,000 $1.50 $1,350,000 $356.40
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(1) This Registration Statement includes any additional shares of the
registrant's common stock that may be issued pursuant to antidilution
provisions contained in the plan.
(2) Pursuant to Rule 457(h), the registration fee was computed on the basis
of the average of the bid and asked price for registrant's common stock
as reported on the OTC Bulletin Board on October 27, 2000.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under the
Securities Act of 1933, File No. 333-40024, which was filed with the Commission
on June 23, 2000 is incorporated by reference in this S-8 Registration
Statement.
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 Deerfield Beach, State of Florida, on the 31st day of October,
2000.
eDiets.com, Inc.
By: /s/ David J. Schofield
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David J. Schofield
Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints David J. Schofield, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (including
this capacity as a director and/or officer of eDiets.com, Inc.) to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney on the
31st day of October, 2000.
SIGNATURE TITLE DATE
/s/ David J. Schofield
- ---------------------------- President and Chief Executive Officer (Principal
David J. Schofield Executive Officer) October 31, 2000
/s/ David R. Humble
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David R. Humble Chairman of the Board October 31, 2000
/s/ Robert T. Hamilton
- ---------------------------- Chief Financial Officer (Principal Financial
Robert T. Hamilton Accounting Officer) October 31, 2000
/s/ Isaac Kier
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Isaac Kier Director October 31, 2000
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Matthew Gohd Director October __, 2000
/s/ James M. Meyer
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James M. Meyer Director October 31, 2000
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Lee S. Isgur Director October __, 2000
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Restated Certificate of Incorporation of eDiets.com, Inc. (1)
4.2 By-Laws of eDiets.com, Inc. (1)
4.3 Stock Option Plan (1)
4.4 First Amendment to the Stock Option Plan (2)
4.5 Second Amendment to the Stock Option Plan (2)
5 Opinion of Nason, Yeager, Gerson, White & Lioce, P.A.
23.1 Consent of Ernst & Young LLP - eDiets.com, Inc.
23.2 Consent of Ernst & Young LLP - Olas, Inc.
23.3 Consent of Nason, Yeager, Gerson, White & Lioce, P.A.
(contained in Exhibit 5 hereto)
24 Powers of Attorney (contained on the signature page hereto)
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(1) Incorporated by reference from the registrant's Registration Statement
on Form SB-2 (No. 333-93971) originally filed with the Securities and
Exchange Commission on December 30, 1999.
(2) Incorporated by reference from the registrants Form 10 QSB for the
quarter ended September 30, 2000 as filed with the Securities and
Exchange Commission on October 30, 2000.