SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETCURRENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4233050
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5757 WILSHIRE BOULEVARD, PENTHOUSE ONE 90036
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
NETCURRENTS, INC. 1998 STOCK INCENTIVE PLAN
(Full Title of The Plan)
IRWIN MEYER
5757 WILSHIRE BOULEVARD, PENTHOUSE ONE
LOS ANGELES, CALIFORNIA 90036
(Name and Address of Agent For Service)
(310)860-0200
(Telephone Number, Including Area Code, of Agent For Service)
Copies of communications to:
LINDA GIUNTA MICHAELSON, ESQ.
TROOP STEUBER PASICH REDDICK & TOBEY, LLP
2029 CENTURY PARK EAST, 24TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 728-3000
CALCULATION OF REGISTRATION FEE
- --------------------------- ----------------- ------------------------- ------------------------ ----------------
Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount Of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- --------------------------- ----------------- ------------------------- ------------------------ ----------------
Common Stock, no par value 2,000,000 Shares $ 3.50 (2) $ 7,000,000 (2) $ 1,848
- --------------------------- ----------------- ------------------------- ------------------------ ----------------
<FN>
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to
cover such additional shares of the common stock as may become issuable pursuant
to the anti-dilution provisions of the Company's 1998 Stock Incentive Plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, and
based upon the average of the high and low prices of the Common Stock on the
Nasdaq SmallCap Market on February 2, 2000.
</FN>
Pursuant to General Instruction E of Form S-8 ("Registration of Additional
Securities"), the Company hereby makes the following statement:
On February 5, 1999, the Company, which has since changed its name from
Producer's Entertainment Group Ltd., and subsequently IAT Resources
Corporation, to Netcurrents, Inc., filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No.
333-71891) (the "Prior Registration Statement") relating to shares of the
Common Stock to be issued pursuant to the Company's 1998 Stock Incentive
Plan, as amended (the "Plan"), and the Prior Registration Statement is
currently effective. This Registration Statement relates to securities (a)
of the same class as those to which the Prior Registration Statement
relates and (b) to be issued pursuant to the Plan. The contents of the
Prior Registration Statement are incorporated herein by reference.
ITEM 8. EXHIBITS.
4.1 The Netcurrents, Inc. 1998 Stock Incentive Plan, as amended.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP, Public Accountants.
23.3 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in its
opinion as Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Page 2
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 the City of Los Angeles, State of California as of February 3,
2000.
NETCURRENTS, INC.
(Registrant)
By: /s/ IRWIN MEYER
-------------------------------------
Irwin Meyer
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Irwin
Meyer and Arthur H. Bernstein and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by the 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.
SIGNATURE TITLE DATE
/s/ IRWIN MEYER Chief Executive Officer and Director February 3, 2000
- -------------------------- (Principal Executive Officer)
Irwin Meyer
/s/ ARTHUR H. BERNSTEIN Executive Vice President and Director February 3, 2000
- -------------------------- (Principal Financial Officer and
Arthur H. Bernstein Principal Accounting Officer)
/s/ JAMES J. CERNA, JR. Executive Vice President and Director February 3, 2000
- -------------------------- (Principal Strategic Planner and
James J. Cerna, Jr. Chief Executive Officer of Infolocity)
/s/ VICTOR A. HOLTORF Executive Vice President (Chief February 3, 2000
- -------------------------- Operating Officer and President of
Victor A. Holtorf Infolocity)
/s/ MICHAEL ISCOVE Director February 3, 2000
- --------------------------
Michael Iscove
/s/ THOMAS A. DANIELS Director February 3, 2000
- --------------------------
Thomas A. Daniels
/s/ IVAN A. BERKOWITZ Director February 3, 2000
- --------------------------
Ivan A. Berkowitz
Page 3
EXHIBIT INDEX
Sequentially
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ----------- -------------
4.1 The Netcurrents, Inc. 1998 Stock Incentive Plan,
as amended.
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP
regarding validity of securities.
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP,
Public Accountants.
23.2 Consent of Troop Steuber Pasich Reddick & Tobey, LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (set forth on page 5).
Page 4