U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Interspace Enterprises, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-128938
------------------------------ ------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
Consulting and Marketing License Agreement
between Mark Neuhaus and Interspace Enterprises, Inc.
------------------
(Full Title of Plan)
Daniel P. Murphy, 7825 Fay Avenue, Suite 200, La Jolla, CA 92037
-------------------------------------
(Name and Address of Agent for Service)
(858) 456-3539
----------------------------------------------------------
(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities Amount to be Price Per Offering Registration
to be Registered Registered (1) Share Price Fee(2)
- --------------------------------------------------------------------------------
Common Stock 20,000,000 $.015 $300,000 $27.60
(1) Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as
amended, the Registration Statement also covers an indeterminate amount of
shares to be offered or sold as a result of any adjustments from stock
splits, stock dividends or similar events.
(2) Based on the value of the consulting services rendered.
PROSPECTUS
Interspace Enterprises, Inc.
7825 Fay Avenue, Suite 200
La Jolla, CA 92037
(20,000,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale of Interspace Enterprises,
Inc., a Colorado corporation (the "Company") of up to 20,000,000 shares of its
$.00001 par value common stock (the "Common Stock) to a consultant of the
Company (the "Consultant) pursuant to an agreement entered into between the
Company and the Consultant. The Company is registering hereunder, and then
issuing up to 20,000,000 shares of its Common Stock, or such lesser amount as
may be purchased by Consultant upon exercise of his option to purchase said
shares at the price set forth in the Consulting and Marketing License Agreement
(the "Agreement"), in consideration for services rendered under the Agreement.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange Act) which would limit their discretion in transferring the shares
acquired in the Company. If the Consultant who is not now an affiliate becomes
an affiliate of the Company in the future, it would then be subject to Section
16 (b) of the Exchange Act (See General Information -- Restrictions on Resale).
The Common Stock is listed on the OTC Bulletin Board under the symbol ITET.
i
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of this Prospectus is June 28, 2002.
This Prospectus is not part of any Registration Statement which was filed
and been effective under the Securities Act of 1933 as amended (the Securities
Act) and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been offered pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (The
Commission) under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Interspace
Enterprises, Inc.,7825 Fay Avenue, Suite 200, La Jolla, CA 92037.
The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements information statements
and other information filed by the Company under the Exchange Act may be
reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.C. Washington, D. C 20549. Copies may be
obtained at the prescribed rates. In addition the Common Stock is quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. (NASD). Thus, copies of these reports, proxy statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.W. Washington, DC 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has not been a change
in the affairs of the Company since the date hereof.
ii
TABLE OF CONTENTS
PAGE
----
PART I 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1
ITEM 1. PLAN INFORMATION 1
GENERAL INFORMATION 1
The Company 1
Purpose 1
Common Stock 1
The Consultant 1
No Restrictions on Transfer 1
Tax Treatment to the Consultant 2
Restrictions on Resale 2
DOCUMENTS INCORPORATED BY REFERENCE
& ADDITIONAL INFORMATION 2
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION 3
Legal Opinion and Experts 3
Indemnification of Officers and Directors 3
PART II 3
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 3
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 3
ITEM 4. DESCRIPTION OF SECURITIES 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 5
ITEM 8. EXHIBITS 5
ITEM 9. UNDERTAKINGS 5
SIGNATURES 7
EXHIBIT INDEX 8
iii
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal offices at 7825 Fay Avenue, Suite 200, La
Jolla, CA 92037: Tel: (858) 456-3539.
Purposes
The Common Stock will be issued by the Company by exercise of the
Consultant of an option to acquire such stock, pursuant to the Agreement entered
into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The Agreement is intended
to provide a method whereby the Company will be able to use the services of the
Consultant to promote and develop a market for the Company's products and
services. A copy of the Agreement has been filed as an exhibit to this
registration Statement.
COMMON STOCK
The Board has authorized the issuance of up to 20,000,000 shares of the
Common Stock to the Consultant upon effectiveness of this registration
statement, and subject to Consultant's exercise of an option to purchase such
stock as specified in the Agreement.
The Consultant
The Consultant has agreed to provide its expertise and advice to the
Company on a non-exclusive basis for the purpose of promoting and developing a
market for the Company's products, and the Company has granted the Consultant a
non-exclusive license to use the Company's licensed Trademarks as specified in
the Agreement.
No Restrictions on Transfer
The Consultant will become the record and beneficial owner of the shares of
Common Stock upon issuance and delivery and is entitled to all of the rights of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock.
1
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer.
Restrictions of Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
Documents Incorporated By Reference and Additional Information
The Company hereby incorporates by reference (i) any and all Forms 10-KSB,
10-QSB and 8-K filed under the Securities Exchange Act, as well as all other
reports filed under Section 13 of the Exchange Act, and (ii) its annual report,
if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15(d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this Prospectus, will be sent or given to participants by the Registrant as
specified by Rule 428(b)(1) of the Securities Act.
2
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus of any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Request should be
addressed to the Company at 7825 Fay Avenue, Suite 200, La Jolla, CA 92037.
Legal Opinions and Experts
Steven L. Siskind, Esq. has rendered an opinion on the validity of the
securities being registered. Mr. Siskind is not an "affiliate" of the Company
and does not have a substantial interest in the registrant. (See PART II, ITEM 5
- - Interests of Named Experts and Counsel)
The financial statements of Interspace Enterprises Inc., incorporated by
reference in the Company's Annual Report on Form 10-KSB, for the year ended
December 31, 2001, have been audited by Siegel- Smith, LLP, Certified Public
Accountants, independent auditors, as set forth in their report incorporated
herein by reference and are incorporated herein in reliance upon such report
given upon the authority of the firm as experts in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through
(c) below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
3
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.
(a) Registrant's latest Annual Report, if any, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other report filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
The securities being registered are common stock, par value $.00001.
Item 5. Interests of Named Experts and Counsel
NONE
Item 6. Indemnification of Directors and Officers
Article 109 of the Colorado Business Corporation Act empowers a Colorado
corporation to indemnify an officer, director, employee, fiduciary and agent
made a party to a proceeding if;
(a) The person conducted himself or herself in good faith; and
(b) the person reasonably believed: (I) In the case of conduct in an
official capacity with the corporation, that his or her conduct was in
the corporation's best interests; and (II) In all other cases, that
his or her conduct was at least not opposed to the corporation's best
interests; and
(c) In the case of any criminal proceeding, the person had no reasonable
cause to believe his or her conduct was unlawful.
Article XIII of the Company's By-Laws provides as follows:
" Indemnification
The Board of Directors hereby adopt the provision of C.R.S. 7-109-101
through 110 (as it may be amended from time to time) relating to
Indemnification and incorporate such provisions by this reference as
fully as if set forth herein."
4
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this S-8 Registration
Statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
Exhibit No. Title
4. Not Applicable
5. Opinion of Steven L. Siskind regarding the
legality of the securities registered.
10 Consulting and Marketing License Agreement with
Mark Neuhaus
15. Not Required
23.1 Consent of Steve L. Siskind, to the use of his
opinion with respect to the legality of the
securities being registered hereby contained in Item
5, above.
23.2 Consent of Siegel - Smith, LLP, Certified Public Accountants
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes to file during any period
in which offers or sales are being made, a post- effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement of
any material change to such information in the Registration Statement.
5
2. The undersigned Registrant hereby undertakes 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 offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned Registrant hereby undertakes 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.
4. 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 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 related to the securities
offered therein, and the offering of such securities at such time shall be
deemed to be the initial bona fide offering thereof.
5. 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 its is against public policy as expressed in the Act,
and will be governed by the final adjudication of such issue.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 La Jolla, California, on the
date set forth below.
Dated: June 28, 2002
INTERSPACE ENTERPRISES, INC.
By: /s/ Daniel P. Murphy
-------------------------------
Daniel P. Murphy
President
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 Corporation and in the capacities and on the dates indicated.
Dated: June 28, 2002 /s/ Daniel P. Murphy
----------------------------------
Daniel P. Murphy, President,
Director
Dated: June 28, 2002 /s/ Alejandro Trujillo
----------------------------------
Alejandro Trujillo, Director
7
Form S-8 Registration Statement
EXHIBIT INDEX
The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Descriptions
- --------- ------------
5. Opinion of Counsel
10. Consulting and Marketing License Agreement with
Mark Neuhaus
23.1 Consent of Steven L. Siskind (included in Opinion of
Counsel - Exhibit 5)
23.2 Consent of Siegel - Smith, LLP, Certified Public
Accountants
8