As filed with the Securities and Exchange Commission on June 22, 2001
Registration No.: 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VICTOR EBNER ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Florida 65-0853816
------- -----------
(State of Incorporation (IRS Employer Identification No.)
or Organization)
c/o 1660 International Drive, Suite 600
McLean, Virginia 22102
- -------------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
CONSULTING AGREEMENT
(Full title of the plan)
-----------
Christian Ebner Copy To: David J. Levenson
54 Rue du Stand Troutman Sanders Mays &
1211 Geneva 1 Valentine LLP
Switzerland 1660 International Drive,
Telephone: +41(0)900 108 107 Suite 600
- --------------------------------------- McLean, Virginia 22102
(Name and Address of Agent for Service) Telephone: (703) 734-4328
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CALCULATION OF REGISTRATION FEE
=============================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- ---------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 200,000 $1.58 $315,000.00 $79.00
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
this registration statement also covers an indeterminate number of
additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions as
provided in the Agreements described herein.
(2) Pursuant to Rule 457(h)(1) under the Securities Act, these figures are
based upon the average of the high and low prices of the common stock
on June 19, 2001, as reported in the OTCBB, and are used solely for the
purpose of calculating the registration fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Victor Ebner Enterprises, Inc. (the "Company") will furnish
shareholders with annual reports containing audited financial statements and
with quarterly reports containing unaudited financial statements for the first
three quarters of each fiscal year. Copies of these documents, and any other
communications sent to the Company's shareholders generally, also will be
furnished to all employees (including non-employee directors) eligible to
participate in the Company's Consulting Agreement.
The Company hereby incorporates herein by reference the following
documents filed by the Company with the Commission:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001; and
(c) The description of the Company's common stock contained in the
Company's registration statement on Form 10-SB.
All documents filed by the Company after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the filing of a post-effective amendment which indicates that all the
Company's common stock offered hereby has been sold or which deregisters such
Company common stock then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
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 such 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.
Item 6. Indemnification of Directors and Officers.
Title XXXVI, Chapter 607, Section 0850 of the Florida Statutes, as
amended, permits a Florida corporation in general to indemnify any of its
officers and directors, and any person serving at its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a
manner which he believed to be in, or not opposed to, the best interest of the
corporation. In the event, however, that such person is adjudged liable to the
corporation, he will not be entitled to indemnification. Furthermore, unless
limited by its articles of incorporation, a corporation shall indemnify a
director who entirely prevails in the defense of any proceeding to which he was
a party because he is or was a director of the corporation.
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The Articles of Incorporation of the registrant provide that each
director and officer may be indemnified by the Corporation in its Bylaws or by
resolution, as may be determined to be in the best interest of the Corporation.
The Bylaws do not provide for indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
An index of Exhibits appears at page II-6 hereof.
Item 9. Undertakings.
(a) 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 this registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the Agreement of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply to information 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 this 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 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.
(b) 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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(c) 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 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 of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 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
undersigned 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 Geneva, Switzerland, on the 20th day of June,
2001.
VICTOR EBNER ENTERPRISES, INC.
By: /s/ Christian Ebner
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Christian Ebner
President
KNOW ALL MEAN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christian Ebner and Jean Braure each of
them, such person's true and lawful attorney-in-fact and agent, with full powers
of substitution and resubstitution, for such person and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement (including any post-effective amendments thereto),
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 to perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or would
do in person, hereby ratifying and conforming all that said attorney-in-fact and
agent, or their substitutes may lawfully do or cause to be done by virtue
hereof.
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:
NAME TITLE DATE
---- ----- ----
/s/ Christian Ebner President (Principal June 20, 2001
- ---------------------- Executive and Principal
Christian Ebner Financial and Accounting
Officer and Director)
/s/ Gracia Ebner Director June 20, 2001
- ----------------------
Gracia Ebner
/s/ Jacques Bouchard Director June 20, 2001
- ----------------------
Jacques Bouchard
/s/ Roberto Bouchard Director June 20, 2001
- ----------------------
Roberto Barros
/s/ Jean Braure Director June 20, 2001
- ----------------------
Jean Braure
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EXHIBIT INDEX
Exhibit Number Exhibit Description
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3.1 Articles of Incorporation of Victor Ebner
Enterprises, Inc., incorporated herein by reference
to Exhibit 3.1 of the registrant's registration
statement on Form 10-SB filed with the Commission on
August 1, 2000.
3.2 Bylaws of Victor Ebner Enterprises, Inc.,
incorporated herein by reference to Exhibit 3.2 of
the registrant's registration statement on Form 10-SB
filed with the Commission on August 1, 2000.
4.4 Consulting Agreement, by and between Vincent Bon and
Victor Ebner Enterprises dated June 3, 2001, filed
herewith.
5 Opinion of Troutman Sanders Mays & Valentine LLP,
with respect to the validity of the common stock,
filed herewith.
23.1 Consent of Stefanou & Company, LLP Independent Public
Accountants dated June 20, 2001, filed herewith.
23.3 Consent of Troutman Sanders Mays & Valentine LLP,
contained in their opinion filed as Exhibit 5 hereto.
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