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 84-1283938
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
John R. Rice, III Consulting Agreement
(Full Title of Plan)
Daniel Murphy, 7825 Faye Avenue, LaJolla, CA 92037
(Name and Address of Agent for Service)
(619) 885-3777
(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 700,000 $.21 $150,000 $39.60
(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 Faye Avenue
LaJolla, CA 92037
(700,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale of Interspace Enterprises,
Inc. a Colorado corporation (the "Company") of 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 700,000 shares
of the Common Stock to the Consultant in consideration for services rendered
under the consulting 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 pink sheets under the symbol ITET.
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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 November 20, 2000.
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 seen 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 Faye Avenue, LaJolla, 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.
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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 ............................................ 1
Restrictions on Resale ..................................................... 2
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION ............... 2
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION ................................................... 2
Legal Opinion and Experts .................................................. 2
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 ......................................... 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL ............................ 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS ......................... 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED ............................... 4
ITEM 8. EXHIBITS .......................................................... 4
ITEM 9. UNDERTAKINGS ...................................................... 4
SIGNATURES ................................................................. 6
EXHIBIT INDEX .............................................................. 7
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 Faye Avenue, LaJolla, CA
92037, (619) 885-3777.
Purposes
The Common Stock will be issued by the Company pursuant to an 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 in connection with financial advice pertaining to the Company's
business affairs as the Company may, from time to time, reasonably request. A
copy of the agreement has been filed as an exhibit to this registration
Statement.
COMMON STOCK
The Board has authorized the issuance of 700,000 shares of the Common Stock
to the Consultant upon effectiveness of this registration statement.
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 the interests of
the Company.
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.
Tax Treatment to the Consultant
1
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-QSB
filed under the Securities or Exchange Act subsequent to filing of its
Registration Statement on Form 10-SB, 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.
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 Faye Avenue, LaJolla, 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)
2
The financial statements of Interspace Enterprises, Inc. incorporated by
reference in the Company's Registration Statement on Form 10-SB) for the year
ended December 31, 1999 have been audited by Siegel & Smith, 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
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 $.00001 par value.
Item 5. Interests of Named Experts and Counsel
NONE
3
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 adopts 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.
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 Agreement with John R. Rice, III.
15. Not Required
23.1 Consent of Steven 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 Certified Public Accountants
27. Not Required
4
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.
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.
5
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: November 20, 2000
Interspace Enterprises, Inc.
By:_________________________________
Daniel Murphy, President/CEO
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: November 20, 2000 ____________________________________
Daniel Murphy, President
Dated: November 20, 2000 ____________________________________
Alejandro Trujillo, Director
6
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
Numbered
Statement Descriptions Page
- --------- ------------ --------
5. Opinion of Counsel ........................................... 10
10. Consulting Agreement with John R. Rice, III .................. 11
23.1 Consent of Steven L. Siskind ................................. 10
(included in Opinion of Counsel - Exhibit 5)
23.2 Consent of Siegel & Smith, Certified Public Accountants ...... 17
EXHIBIT 5
November 21, 2000
Interspace Enterprises, Inc.
7825 Faye Avenue
LaJolla, CA 92037
Gentlemen:
I have reviewed a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission, relating to
700,000 shares of common stock, $.0001 par value per share (the "Shares") of
Interspace Enterprises, Inc. (the "Company"), which Shares have been issued
pursuant to the Company's consulting agreement and plan filed as exhibits to the
Registration Statement (collectively, the "Agreement").
I have examined the Certificate of Incorporation and By-laws of the Company
and all amendments thereto, the Registration Statement and originals, or copies,
certified to my satisfaction, of such records of meetings, written actions in
lieu of meetings, or resolutions adopted at meetings, of the directors of the
Company, documents and such other documents and instruments as in my judgment
are necessary or appropriate to enable us to render the opinions expressed
below.
In examination of the foregoing documents, I have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly and validly authorized for issuance under the Agreement
and the Shares, when issued against payment therefor, in accordance with the
terms of the Agreement, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Steven L. Siskind
----------------------
Steven L. Siskind
SLS:eg
John R. Rice III
Corporate Consultant
515 Madison Avenue
New York, New York 10022
January 2, 2000
Mr. Daniel Murphy
President & CEO
Interspace Enterprises, Inc.
7825 Fay Avenue Suite 200
La Jolla, CA 92037
Re: Management Consulting Agreement
Mr. Mr. Murphy:
Formalizing our earlier discussions this is to acknowledge and confirm
the terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:
1. Appointment of John R. Rice III. Interspace Enterprises, Inc. (the
"Company") hereby engages John R. Rice III ("Consultant") and
Consultant hereby agrees to render services to the Company as a general
management consultant, strategic planner and corporate advisor.
2. Duties. During the term of this Agreement Consultant shall provide
advice to, undertake for and consult with the Company concerning
capital structure, management, product expansion and business
development and domestic strategic planning in connection with the
operation of the business of the Company, and shall review and advise
the Company regarding its overall progress, needs and condition.
3. Term. The term of this Consulting Agreement shall be for a one (1) year
period commencing on the date hereof.
4. Compensation. At the completion of the term, Consultant shall be
receive for his services Eighty Thousand (80,000) shares of Common
Stock, of the Company registered and freely tradable under a Form S-8
filing with the Securities Exchange Commission.
1
5. Purchase of Shares. The shares shall be issued solely in exchange for
the contemplated services rendered and any appropriate investment
restrictions shall be noted against the shares upon issuance.
6. Expenses. Consultant shall be entitled to reimbursement by the Company
of such reasonable out-of-pocket expenses as Consultant may incur in
performing services under this Consulting Agreement. Any significant
expenses shall be approved in advance with the Company.
7. Registration. The Company agrees to provide Consultant with copies of
the Form S-8 registration at the Company's cost and expense.
8. Confidentiality. Consultant will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the term
of this Consulting Agreement, any trade secrets or other information
designated as confidential by the Company which is acquired by
Consultant in the course of its performing services hereunder. (A trade
secret is information not generally known to the trade which gives the
Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production
methods and processes, sources of supply, customer lists, marketing
plans and information concerning the filing of pendency of patent
applications). Any management advice rendered by Consultant pursuant to
this Consulting Agreement may not be disclosed publicly in any manner
without the prior written approval of Consultant.
9. Indemnification. The Company agrees to indemnify and hold Consultant
harmless from and against all losses, claims, damages, liabilities,
costs or expenses (including reasonable attorneys' fees (collectively
the "Liabilities") joint and several, arising out of the performance of
this Consulting Agreement, whether or not Consultant is a part to such
dispute. This indemnity shall not apply, however, and Consultant shall
indemnify and hold the Company, its affiliates, control persons,
officers, employees and agents harmless from and against all
liabilities attributable to the negligence or willful misconduct of
Consultant in the performance of his services hereunder which gave rise
to the losses, claim, damage, liability, cost or expense sought to be
recovered hereunder. The provisions of this paragraph 8 shall survive
the termination and expiration of this Consulting Agreement.
10. Independent Contractor. Consultant and the Company hereby acknowledge
that Consultant is an independent contractor. Consultant shall not hold
himself out as, nor shall it take any action from which others might
infer, that it is a partner of, agent of, a joint venturer of, a
principal of, or an affiliate of the Company.
11. Miscellaneous. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and
2
agreements between the parties. This Consulting Agreement cannot be
modified or changed, nor can any of its provisions be waived, except by
written agreement signed by all parties. This Consulting Agreement
shall be governed by the laws of the State of New York. In the event of
any dispute as to the terms of this Consulting Agreement, the
prevailing party in any litigation shall be entitled to reasonable
attorneys' fees
Please confirm that the foregoing correctly sets forth our
understanding by signing the enclosed copy of this letter where provided and
returning it to us at your earliest convenience.
Sincerely,
/s/ John R. Rice III
- --------------------
John R. Rice III
Consultant
ACCEPTED AND AGREED TO as of the 2 day of January, 2000.
Interspace Enterprises, Inc.
By: /s/ Daniel Murphy
----------------------------
Daniel Murphy, President
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SEIGEL, SMITH & GARBER, LLP
CERTIFIED PUBLIC ACCOUNTANTS 400 S. SIERRA AVENUE, SUITE 100
FINANCIAL ADIVORS SOLANA BEACH, CALIFORNIA 92075
MEMBER AMERICAN INSTITUTE OF TEL 858.792.8606
CERTIFIED PUBLIC ACCOUNTANTS FAX 858.792.8608
We consent to this Registration Statement of Interspace Enterprises, Inc. on
Form S-8 for our report relating to the financial statements of Interspace
Enterprises, Inc. dated December 31, 1999.
/s/ Siegel, Smith & Garber
- -------------------------------------------
Siegel, Smith & Garber, LLP
formerly Seigel * Smith