As filed with the Securities and Exchange Commission on May 21, 2004
File No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PCS Edventures!.com, INC.
(Exact name of Registrant as specified in its Charter)
IDAHO 82-0475383
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
(Address of principal executive offices)
2004 NON-QUALIFIED STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT WITH JAVAN KHAZALI
(Full Title of the Plan)
Anthony A. Maher, Chief Executive Officer
PSC Edventures!.com, Inc.
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
Telephone (208) 343-3110
(Name, address and telephone number of agent for service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price Fee
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Common Stock 10,000,000 $0.35 (2) $3,500,000 $443.45
shares(1)
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(1) This Registration Statement also covers such indeterminable number of
additional shares as may become deliverable as a result of future
adjustments in accordance with the terms of the plans.
(2) The offering price is calculated in accordance with Rule 457(h)(l) based
on the average of the bid and asked prices of the Common Stock on the
OTC Bulletin Board on May 10, 2004.
PART I
ITEM 1. PLAN INFORMATION
(a) General Plan Information
The documents containing the information specified in this Item 1 will be sent
or given to employees, directors or independent contractors as specified by
Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended
(the"1933 Act"). In accordance with the rules and regulations of the
Securities and Exchange Commission (the "SEC") and the instructions to Form S-
8, such documents are not being filed with the SEC either as part of this
Registration Statement or as prospectus supplements pursuant to Rule 424.
(b) Securities to be Offered
The Company hereby registers 10,000,000 shares of the Company's Common Stock
(the "Shares") in connection with its 2004 Non-Qualified Stock Option Plan
(the "Plan"). The Plan was effective April __, 2004, when it was approved by
the Company's Board of Directors. Included in the Shares are 6,000,000 shares
underlying 6,000,000 options granted to Javan Khazali, under the Plan.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANUUAL INFORMATION
The documents containing the information specified in this Item 2 will be sent
or given to employees, directors or independent contractors as specified by
Rule 428(b). In accordance with the rules and regulations of the SEC and the
instructions to Form S-8, such documents are not being filed either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed with the Securities and Exchange
Commission are incorporated by reference as of their respective dates and are
a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended March 31,
2003;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended June
30, 2003;
(c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2003;
(d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 2003;
(e) The description of the Common Stock contained in the Company's
Registration Statement on Form SB-2 filed on January 10, 2001 and in any
amendment or report filed for the purpose of amending such description.
Additionally, all documents subsequently filed by the Company pursuant to
Sections 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 hereto which
indicates that all of the shares of the Common Stock offered hereby have been
sold or which deregisters all such shares then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the Company's Bylaws provide as follows:
To the fullest extent permitted by law, this corporation shall indemnify any
person and to advance expenses incurred or to be incurred by such person in
defending a civil, criminal, administrative or investigative action, suit or
proceeding threatened or commenced by reason of the fact said person is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. Any such indemnification or advancement of expenses shall not be
deemed exclusive of any other rights to which such person may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office. Any indemnification or
advancement of expenses so granted or paid by the corporation shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representative of such a person.
The Company has obtained a Directors and Officers Liability Insurance for its
officers and directors.
The effect of the foregoing is to require the Company to the extent permitted
by law to indemnify the officers, directors, employees and agents of the
Company for any claim arising against such persons in their official
capacities if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling PCS, we have been informed that
in the opinion of the Securities and Exchange Commission this indemnification
is against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.2 2004 Non-Qualified Stock Option Plan.
4.3 Non-Qualified Stock Option Agreement with Javan Khazali dated April 28,
2004.
5.1 Opinion of William B. Barnett, Attorney at Law.
23.1 Consent of HJ & Associates, Certified Public Accountants.
23.2 Consent of William B. Barnett, Attorney at Law Contained in Exhibit 5.1
ITEM 9. UNDERTAKINGS
The Company hereby undertakes: (1) to file, during any period in which offers
or sales of the Common Stock 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, as amended (the "Securities Act");
(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; (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 that if the information required in clauses (i) and (ii)
above to be included in a post-effective amendment hereto is contained in one
or more periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") no post-effective amendment hereto shall be required; (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; and (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.
Additionally, the undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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
may be permitted to directors, officers and controlling persons of the Company
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 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 Company
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 Boise, State of Idaho on May 18, 2004.
PCS EDVENTURES !. COM, INC.
By: /s/Anthony A. Maher
------------------------
Anthony A. Maher
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 date indicated.
SIGNATURE TITLE DATE
Chairman of the Board,
/s/Anthony A. Maher Chief Executive Officer May 18, 2004
- ------------------------ and President
Anthony A. Maher
/s/Christina M. Vaughn Chief Financial Officer May 18, 2004
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Christina M. Vaughn
/s/Donald J. Farley Secretary and Director May 18, 2004
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Donald J. Farley
/s/Cecil D. Andrus Director May 18, 2004
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Cecil D. Andrus
EXHIBIT INDEX
4.2 2004 Non-Qualified Stock Option Plan.
4.3 Non-Qualified Stock Option Agreement with Javan Khazali dated April 28,
2004
5.1 Opinion of William B. Barnett, Attorney at Law.
23.1 Consent of HJ & Associates, LLC.
23.2 Consent of William B. Barnett, Attorney at Law Contained in Exhibit 5.1.