UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 30549
-------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
ENTER TECH CORP.
(Exact name of registrant as specified in its charter)
NEVADA 84-1340553
(State or other jurisdiction of (IRS-Employer Identification Number)
incorporation or organization)
430 East 6th Street
Loveland, Colorado 80537
(Address of principal executive office)
SAM LINDSEY
430 East 6th Street
Loveland, Colorado 80537
(Name and address of agent for service)
(970) 669-4918
(Telephone number, including area code of agent for service)
Employees Compensation Agreements
(Full title of the Plan)
-------------------------------------
COPY TO:
Gilbert L. McSwain, Esq.
300 South Jackson Street, Suite 100
Denver, Colorado 80209
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Securities Amount Proposed Proposed Amount of
To be registered To be Maximum Maximum Registration
Registered Offering Price Aggregate fee
Per Share(1) Offering Price
- --------------------------------------------------------------------------------
Common Stock,
$.0001 par value 58,098 $52,288.20 $0.90 $138.05
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
ENTER TECH CORP.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-B
FROM S-3 ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
------------------------------------------------------- ---------------------------------------
1. Forepart of Registration Statement and Outside Front Facing Page of Registration Cover
Cover Page of Prospectus Page of Prospectus
2. Inside Front and Outside Back Cover Page of Prospectus Inside Cover Page of Prospectus
Cover Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Earnings Not Applicable
to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Cover Page of Prospectus
8. Plan of Distribution Not Applicable
9. Description of Securities to be Registered Employees Compensation
Agreements
10. Interest of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Information Incorporated by
Reference
13. Disclosure of Commission Position on Indemnification Indemnification
for Securities Act Liabilities
2
PROSPECTUS
ENTER TECH CORP.
58,098 Shares of Common Stock
($.0001 Par Value)
This Prospectus is part of a Registration Statement which registers up to
an aggregate of 58,098 shares of common stock, $.0001 par value, common stock of
Enter Tech Corp. ("the Company") which may be issued as set forth herein to the
following persons:
Number of Number of
Name Shares Name Shares
---- ------ ---- ------
John H. Neas 11,434 Leif O. Honstad 8,337
Justin R. Crow 4,828 Brian S. Lounsberry 4,100
Robert E. Galiner 13,089 Wesley S. Gray 4,689
John M. Vance 7,283 Michelle C. Hansen 4,338
On September 1, 2000, the Company entered into Employee Compensation
Agreement with the above named persons ("Employees") under which they agreed to
take their employment compensation in excess of the federal minimum wage less
withholding for taxes and social security in shares of the Company's common
stock through October, 2000. The Company has been advised by the Employees that
they may sell all or a portion of their shares of common stock from time to time
through securities brokers/dealers only at current market prices and that no
commissions or compensation will be paid in connection therewith in excess of
customary brokers commissions. Employees and the brokers and dealers through
whom sales of the shares are made may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and
any profits realized by them on the sale of the shares may be considered to be
underwriting compensation.
No other person is authorized to give any information or make any
representation mot contained or incorporated by reference in this Prospectus, in
connection with the offer contained in this Prospectus, and, if given or made,
such other information or representation must not be relied upon as have been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
================================================================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMPENSATION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS, ANY REPRESENTATION TO THE COMPANY IS A CRIMINAL
OFFENSE.
This Prospectus does not constitute an offer to sell or the solicitation of
any offer to buy any security other than the securities covered by this
Prospectus, nor does it constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 12, 2000
3
TABLE OF CONTENTS
AVALABLE INORMATION......................................................... 5
INFORMATION INCORPORATED BY REFERENCE....................................... 5
THE COMPANY................................................................. 6
EMPLOYEE COMPENSATION AGREEMENTS............................................ 13
STATEMENT OF INDEMNIFCATION................................................. 15
4
AVAILABLE INFORMATION
Enter Tech Corp., ("the "Company") is subject to the requirement to file
reports pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act"), and, in accordance therewith, files reports and other materials
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other materials filed by the Company can inspected and copied (at
prescribed rates) at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of all or
any part of such material may be obtained from the Commission upon payment of
fees prescribed by the Commission., The Commission maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such web site is http://www.sec.gov
The Company has filed with the Commission a Registration Statement on Form
8-S (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to an aggregate of up to 58,098 shares of the
Company's Common Stock, which may be issued to the persons named on the Cover
Page of the Prospectus in the stated amounts to employees of the Company
pursuant to written Employee Compensation Agreements. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the rules and regulations of
the Commission. For further information with respect to the Company and the
shares of Company Stock offered by this Prospectus, reference is made to the
Registration Statement, including the exhibits hereto. Statements in this
Prospectus as to any document are nor necessarily complete, and where any such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained form the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charges.
INFORMATION INCORPORATED BY REFERENCE
The Company filed its Annual Report ion Form 10-SB for the year ended
December 31, 1999 on March 30, 2000. The Company filed its Quarterly Report on
Form 10-QSB for the quarterly period ended March 31, 2000 on May 15, 2000. The
Company filed a Current Report in Form 8-K dated July 17, 2000 on July 18, 2000
with Item 2. Acquisition or Disposition of Assets and Item 7. Financial
Statements and Exhibits, all relating to the acquisition of 80% of the
outstanding stock of WavePower, Inc. in exchange for securities of the Company.
The Company filed its Quarterly Report of Form 10-QSB for the quarterly period
ended June 30,2000 on August 21, 2000. The above reference reports, which were
previously filed with the Commission are incorporated herein by reference.
5
All documents filed by the Company pursuant to Section 13, 14 or 15 (d) of the
Exchange Act after the date hereof and prior to the filing of a post-effective
amendment to this Form S-8 Registration Statement 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 herein and to
be a part hereof from the date of filing of 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
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or 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 Prospectus.
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON
TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WWRITTEN OR ORAL REQUEST OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESS TO MR. SAM LINDSEY,
CHAIRMAN AND CHIEF FINANCIAL OFFICER, ENTER TECH CORP., 430 EAST 6TH STREET,
LOVELAND, COLORADO 80537, TELEPHONE NUMBER (970) 669-4918
THE COMPANY
The following discussion of our plan of operation should be read together
with the financial statements and the related notes in Item 1 of Part I of the
Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2000
cited and incorporated by reference above. As discussed herein and in the notes
to the financial statements there are circumstances that indicate that Ener Tech
may be unable to continue as a going concern unless it obtains additional
financing. We cannot assure you that our plans in that regard will be successful
and that we will be able to continue as a going concern.
Enter Tech is a development stage company formed in July 1996 and we have
not yet generated revenues from our planned principle operations. Since Enter
Tech's acquisition in June 1998 of Links Ltd., also a development stage company,
we have focused on attempting to develop a prototype kiosk, or vending machine,
through which Links had previously planned to market computer software, music
and possibly digital video products stored on disks or computer hard drives.
Enter Tech has not yet been successful in developing a commercially feasible
prototype of the proposed kiosk and the company has continued to evaluate the
alternative of acquiring or creating a strategic relationship with a company
which has already developed a similar kiosk concept. We have identified a
potential strategic partnership with a company that has developed a similar
kiosk and are in the process of defining the terms of a joint venture or
licensing agreement. We continue to focus on a strategy of acquiring or creating
strategic relationships with other companies with proprietary technology that
will help the company meet its goal of providing the highest-level, best-quality
delivery of information, entertainment, goods and services in a digital
environment and will also compliment the kiosk concepts and e-commerce
technologies of the company.
6
RECENT SIGNIFICANT EVENTS
WavePower Acquisition
On April 19, 2000, Enter Tech acquired 80% of the outstanding shares of
common stock of WavePower, Inc., a development stage company, in exchange for
the issuance of 5,000,000 restricted shares of Enter Tech common stock under an
"Acquisition Agreement". In addition, Enter Tech agreed to reserve 3,000,000
shares of its 5,000,000 authorized shares of preferred stock for issuance as
further payment for the acquisition to the former sole shareholder of WavePower.
These shares would be issued upon exercise of an option to be granted to the
shareholder.
The option would provide:
(i) For a three year term ending April 30, 2003:
(ii) For and exercise price of $.001 per share:
(iii) For the exercise of up to 1,000,000 shares during each of the
following periods during the term of the employment agreement with the
optionholder; 12th and 13th months, 24th and 25th months, and 35th and
36th months. The option further provides that its exercise of the
stated amounts during the respective periods is further conditioned
upon WavePower, Inc. meeting stated amounts of net pre-tax profits.
The Acquisition Agreement also provides that the remaining 2,000,000
authorized shares of Enter Tech preferred stock may be issued to the
existing members of Enter Tech management and significant consultants.
Preferred Stock
The 5,000,000 shares of Preferred Stock has the following rights,
privileges and limitations:
(i) It has a liquidation preference to receive any distributions in
liquidation of Enter Tech up to the amount of $0.10 per share, but
does not participate in any additional distributions;
(ii) It has the right to vote five votes per share on all issues considered
by the shareholders;
(iii) It is convertible into two shares of common stock for each share of
preferred, and;
(iv) It is callable by Enter Tech upon 30 days written notice at $.001 per
share; provided that the holder may convert the preferred into common
stock during the 30-day period.
WavePower plans to become an application service provider and is in the
process of developing a network that moves traditional computer applications out
of the conventional personal computer and onto a central network. WavePower
intends that users will then be able to freely access all of the power,
applications and connectivity of a series of networked computers from their own
individual terminal. WavePower has finalized their Plan of Operation and are
beginning to implement certain strategies.
7
Agreement for $10 Million Equity Financing
On March 15, 2000, Enter Tech entered into a stock purchase and
subscription agreement with the Reserve Foundation Trust under which the trust
is to purchase 6,000,000 restricted shares of Enter Tech common stock in
exchange for cash of $10 million. When the agreement was signed, the Trust
provided Enter Tech with $50,000 in interim debt financing. That amount was
subsequently increased to a total of $250,000. On May 4, 2000, the Trust
indicated that all conditions to the stock purchase had been satisfied and that
it would go forward with providing the $10 million in funds to Enter Tech. As of
June 12, 2000, $600,000 of the subscribed funds had been received. On July 19,
2000, the Board of Directors of Enter Tech met to discuss banking/funding
problems with the Reserve Foundation Trust. As of August 1, 2000, Enter Tech
instructed corporate counsel to prepare to take whatever action it deemed is
appropriate and in the best interest of the Officers, Directors, Management,
Employees and Shareholders of Enter Tech. On September 4, 2000, counsel for
Enter Tech sent a letter to the Reserve Foundation Trust which: (i) notified the
Trust that it was in default under the agreement; (ii) demanded that it perform
as agreed; and (iii) informed the Trust that unless the parties reached an
agreement on the investment by September 15, 2000 that litigation will be
instituted by Enter Tech. Enter Tech has issued stock certificates for the
6,000,000 shares of common stock to be purchased by the Trust. These stock
certificates are being held for delivery until the Trust funds the entire stock
purchase amount of $10 million.
On July 21, 2000, Enter Tech was not able to meet payroll because of the
Funding problems reported by the Reserve Foundation Trust. The Company began
aggressively seeking other sources of funding to continue its operations while
the issue with the Reserve Foundation Trust was solved or other substantial
funding sources were found. September 12, 2000, Enter Tech was delinquent 2
payroll periods. In order to continue operations, the Company approached the
employees with an option to be paid minimum wage in cash with the remainder of
their salaries being issued in S-8 stock. The employees named herein have agreed
to this method of payment, pending counsel's review of its legality. The Company
will issue stock named herein to these employees once this Registration
Statement on Form S-8 has been filed with the Securities and Exchange
Commission.
Enter Tech is actively seeking capital from other sources to enable it to
continue operations. However, as of the date of this Prospectus, it does not
have any fixed arrangements for additional capital; nor is there any assurance
it will be able to acquire sufficient capital.
Marketing Agreements
On June 6, 2000, Enter Tech entered in agreements with a consortium of
companies to facilitate development of markets and revenue sources, strategic
development partners, business intelligence, investor relations and public
relations efforts on a global basis. The company issued shares of restricted
stock to the following in exchange for their promise to perform services of the
described natures during the 12-18 month period following the execution of the
agreements:
8
Party Number of Shares Nature of Services
----- ---------------- ------------------
The Challenge Limited 900,000 shares Development of Latin American
markets, strategic partners and
affiliations
Profile Venture, Ltd. 800,000 shares Development of Pacific Rim
Markets, strategic partners and
Affiliations
Skyline Marketing Associates, Ltd. 825,000 shares Developments of European
Union markets, strategic
Partners and affiliations
Wall Street Relations Group 300,000 shares Investor and Public Relations
Services
California Business Intelligence, Inc. 300,000 shares Business Information and
Intelligence services
Lease of New Facilities
On July 1, 2000 Enter Tech entered into a lease agreement to pay $3,000 per
month for approximately 2,637 square feet of office space located at 1031 N.
Lincoln Avenue, Loveland, Colorado for a term of 5 years. The company does not
plan to occupy the space until October because of remodeling and infrastructure
upgrades currently taking place.
DESCRIPTION OF OUR CURRENT PLAN OF OPERATION
Subject to acquisition of additional capital, our current plan of operation
for the next 12 months primarily involves the development of our kiosk
technology, pursuit of Shopping Mall Online's (SMO) web-hosting and interactive
kiosk placement in shopping malls and other retail outlets, and continued
development of WavePower's application service provider network.
Shopping Mall Online has defined the terms of an agreement for the
placement of several kiosks in properties owned by a particular developer as
part of a beta-test before portfolio-wide deployment. Additionally, this
agreement outlines the terms for SMO to design and manage a developer-specific
web site within the Shopping Mall Online web site for the portfolio properties.
As of August 11, 2000, this agreement had not yet been finalized. SMO is also
actively pursuing relationships with several other mall developers, consumer
brands and retailers at this time. There is no certainty that any additional
developers, retailers or consumer brands will enter into agreements with the SMO
at this time.
SMO has entered into agreement with Solo Search, Inc. to provide a software
solution that will interface with the SMO website to facilitate on-line searches
for sales information. The SMO web site was launched on August 21, 2000.
9
In addition, SMO is pursuing potential strategic relationships with several
companies that have created a kiosk concept suitable for the SMO marketing
model. Some of those companies already have several mall developers under
contract at this time. As of September 11, SMO has not finalized an agreement
with any of these companies. The company cannot guarantee that an agreement will
be reached nor can it rely on previous contracts and commitments made to that
company. If no agreement is reached with these companies, SMO has already priced
the anticipated design and building of several prototypes through a third-party
vendor. If necessary, this vendor can complete the prototype, test it and
finalize a commercial unit based on the SMO concept in approximately 90 days
WavePower finalized their Plan of Operation as of June 26, 2000. Based on
that plan, the company has begun final development of its software and services.
WavePower has defined their initial target market as the hotel industry and are
active in creating relationships at this time. They have also identified several
strategic relationships that may expedite their time to market and have begun
conversations about a mutually advantageous working agreement.
Enter Tech Corporation has continued to develop our plan of a kiosk through
which to market computer software, music and possibly digital video products. We
have identified a company that has created a kiosk concept acceptable to the
company and are negotiating terms for both a national and international joint
marketing license. If such a license is completed, the company believes it may
be able to bring a commercially viable kiosk to market within 12 months. In the
event the license agreement does not transpire, the company may continue its
efforts to develop a prototype However, we cannot assure you that we will ever
be able to develop a commercially successful kiosk, nor can we assure you that
any kiosk concept licensed from another company will be a commercially viable
product.
We plan to identify and investigate merger and acquisition candidates that
may be brought to our attention through our present associations. We plan to
evaluate the candidates using broad criteria. We expect that negotiations with a
target company will focus on the percentage of our common stock, as computed
following a merger or acquisition, that the target company's stockholders would
receive for their share holdings in the target company. Depending upon, among
other things, the target company's assets and liabilities, our stockholders will
in all likelihood experience dilution in their interest in us following any
merger or acquisition.
We have not established a specific level of revenues, earnings or assets
below which we would not consider a potential target company for an acquisition
or alliance. Moreover, we may identify an attractive target company that may
currently be generating losses but which we believe has a promising business
plan. Although we plan to proceed with what we believe is an appropriate level
of due diligence in implementing this strategy, we cannot assure you that any
acquisition or alliance will be successful or that we will achieve the expected
benefits from the transaction.
10
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, Enter Tech had $92,520 in cash, including cash
supplied from the interim debt financing by Reserve Foundation Trust discussed
above, and current liabilities of $947,948. This represented a working capital
deficit of $855,458.
As of June 30, 2000, Enter Tech had no material commitments for capital
expenditures and no plans to pay dividends to its shareholders.
As stated above the Company must acquire additional capital to be able to
continue its operations. If the Reserve Foundation Trust does not cure its
default in its agreement to provide capital and another source of substantial
funding is not found, Enter Tech anticipates that it may not be able to maintain
a development schedule that may still move the projects forward and Enter Tech
will be dependent upon the acquisition of additional capital to fund its
operations over the next 12-month period.
Enter Tech is also continuing to evaluate the option of acquiring a "kiosk
company" which has already developed some or all of the concepts conceived by
Enter Tech. Such a company has been identified, but as mentioned previously, the
company is more focused on creating an initial licensing agreement rather than
acquisition at this time. As this strategy proceeds, Enter Tech is anticipating
the possibility of licensing this technology in foreign countries. We cannot
assure you that any commercially favorable relationships with prospective
licensees will be established. If the kiosk concept can be developed, additional
employees will be needed based upon the development schedule of the kiosk. If a
"kiosk company" is acquired, Enter Tech will be required to evaluate the need of
any current or potential employees of the "kiosk company." If a strategic
relationship such as a licensing agreement is reached, the company will likely
need minimal employee changes through the development of the project.
If the kiosk concept is developed by Enter Tech as conceived, Enter Tech
currently plans to have the product manufactured on a contract basis with a
third party manufacturer. Therefore, Enter Tech does not plan to acquire
significant additional plant and equipment for the purpose of manufacturing the
kiosk. No assurances can be made as to if the kiosk concept will ever be fully
developed or if a "kiosk company" can be acquired. There is no assurance that
the kiosks will function as planned if Enter Tech is able to develop the kiosks,
or acquire a "kiosk company", or be manufactured at a unit cost commercially
favorable to Enter Tech. We cannot assure you that Enter Tech will be able to
generate any revenues from sales or that any sales will be made of kiosks or
from kiosk vending operations.
Provided that the pending private placement financing is completed, it is
anticipated that the funds should also be able to finance the operations of
Shopping Mall Online, Inc. for the next 12 months. As of Aug 11, 2000 Shopping
Mall Online has 9 personnel. Additional operational personnel will be required
within each department. Enter Tech and its subsidiaries currently have 19
employees, and plan to hire an additional 10 employees by December 31, 2000.
11
Shopping Mall Online has entered into a lease for approximately 4700 square
feet of office space located at 914 Citadel Drive #B1, Everson, Washington for a
period of two years commencing on June 1, 2000 in the amount of $2,700 per
month. The space is anticipated to be sufficient to house server computers and
the communication backbone to host the web sites and provide adequate access to
the online mall. Shopping Mall Online is investigating a license agreement for
an established e-commerce application software package from a reputable third
party, but this does not preclude the possibility that modifications and
independent research or development could be needed. In addition, Shopping Mall
Online has licensed software from Solo Search, Inc., which is used to provide
sales information and search capabilities for the Shoppingmallonline.com web
site. There is no assurance that Shopping Mall Online will become a viable
business or generate any revenues from the activities it plans to undertake.
Online shopping is crowded with many vendors and there is nothing to prevent any
other person or company from pursuing this potential line of business. It is
possible that the WavePower acquisition could provide a compatible synergy to
the efforts of Shopping Mall Online, Inc. and any kiosk development by Enter
Tech or a "kiosk company" Enter Tech may contemplate acquiring or licensing due
to the technology developed by WavePower.
WavePower's technology could enhance the kiosk operational design. The
acquisition of WavePower may enhance the effectiveness of Shopping Mall Online's
commerce activity and vice versa. Additional employees will be required to
continue the development process of WavePower, most of whom are expected to be
technical professionals.
Enter Tech anticipates that without substantial additional capital it will
not be able to continue operations and develop the infrastructure needed to
generate revenue. However it is the intention of Enter Tech to aggressively
identify other sources of capital for development of Enter Tech and all of its
subsidiaries as is necessary for continued operation and to generate revenues.
However, we cannot assume you that sufficient funds will be available for these
purposes.
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
This discussion contains forward-looking statements that involve risks and
uncertainties. All statements included in this report, other than statements of
historical facts, that address activities, events or developments that we
expect, believe or anticipate will or may occur in the future, are
forward-looking statements. These forward-looking statements include statements
about:
The future anticipated direction of the high technology and e-commerce
industries,
The pending $10 million equity financing from the Reserve Foundation Trust
which is in default,
Planned licensing agreements with operating companies
12
Planned acquisitions of operating companies,
Plans for development, expansion and integration of companies which have
been acquired,
Planned capital and operating expenditures,
Future funding sources,
Anticipated revenues and sales growth, and
Overall business strategies.
These forward-looking statements are subject to a number of assumptions,
risks and uncertainties, including such factors as:
Technological developments and consumer preferences in the high technology
and e-commerce industries,
The risk that the pending $10 million equity financing from the Reserve
Foundation Trust may not be completed; or that the Company will be able to
acquire sufficient funds to continue operations,
Expected benefits from development, expansion and integration of acquired
companies,
Competition in the markets for our planned businesses,
The availability of adequate financing,
Dependence on existing management, and
Changes in laws or regulations affecting our plan of operation.
We caution you that our forward-looking statements are not guarantees of
future performance and that actual results or developments may differ materially
from those expressed or implied by the forward-looking statements.
EMPLOYEE COMPENSATION AGREEMENTS
On September 1, 2000 the Company entered into Employee Compensation
Agreements ("Agreements") with the below listed personnel ("Employees") who are
employed by the Company and/or one of its subsidiaries. The Agreements provide
that the Employees will be paid their salaries for services rendered prior to
September 1, 2000 and thereafter for a period of up to October 1, 2000
calculated at the salary rate in effect on September 1, 2000 as follows: (i) the
amount equivalent to the current federal minimum wage less applicable
withholding in cash; and (ii) the balance of the salary due less applicable
withholding in the form of shares of common stock of the Company valued at the
mean of the highest and lowest sale price for the stock on the trading day
previous to the last day of each respective pay period. The Agreements provide
that this payment of partial compensation in the form of common stock will be
under the following additional terms and conditions:
1. All shares to be issued under the Agreements are to be registered
under this Form S-8 Registration Statement;
2. Either the Company or each Employee may terminate the Agreement with
that Employee upon three days written notice;
13
3. The Agreements are not subject to any provisions of the Employee
Retirement Income Security Act of 1974;
4. Any Employee who is an officer, director or the holder of more than
10% of the Company's outstanding common stock ("Control Persons") will
be under legal restrictions as to the amount of the registered stock
that may be sold and the manner in which it is sold (including the
requirement that a copy of this Prospectus be delivered in each sake).
In addition, Control Persons are subject to "short swing" profits
liabilities under Section 16(b) of the Securities Exchange Act of
1934. Any Control Person who is also an Employee is advised to seek
independent legal counsel for advice regarding the acquisition and
sale of stock under an Agreement;
5. The Employees were all employed by the Company or one of its
subsidiaries on September 1, 2000. If any additional person becomes an
Employee by execution of an Agreement after the filing of the
Registration Statement, an amendment will be filed to its including
the identity of the Employee and the shares which may be issued to the
Employees;
6. The common stock to be issued to Employees will be issued will be
issued from the Company's authorized but unissued common stock;
7. The Employees may sell all or a portion of their stock acquired under
the Agreements from time to time through securities broker/dealers
only at current market prices and no commissions may be paid in
connection with the sales in excess of customary brokers commissions.
Except for this manner of sale and for the further restrictions on
sales by Control Persons set out in (4) above, there are no
restrictions on sales of the stock of Employees;
8. The agreements are not qualified under Section 401 of the Internal
Revenue Code of 1986, as amended. The compensation paid on the form of
stock will constitute an expense to the Company and ordinary income to
the Employee. As stated above, the Company will withhold the estimated
taxes from the stock compensation and is responsible to pay this
amount to the Internal Revenue Service in cash; and
9. The Company filed its Annual Report ion Form 10-SB for the year ended
December 31, 1999 on March 30, 2000. The Company filed its Quarterly
Report on Form 10-QSB for the quarterly period ended March 31, 2000 on
May 15, 2000. The Company filed a Current Report in Form 8-K dated
July 17, 2000 on July 18, 2000 with ITEM 2. ACQUISITION OR DISPOSITION
OF ASSETS and ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS, all relating
to the acquisition of 80% of the outstanding stock of WavePower, Inc.
in exchange for securities of the Company. The Company filed its
Quarterly Report of Form 10-QSB for the quarterly period ended June
30,2000 on August 21, 2000. The above reference reports, which were
previously filed with the Commission are incorporated herein by
reference. All documents filed by the Company pursuant to Section 13,
14 or 15 (d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment to this Form S-8 Registration
Statement 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 herein and to be a part hereof
from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference
14
herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated or
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 Prospectus. THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT
CHARGE TO EACH SUCH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON
WWRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS.
REQUESTS SHOULD BE ADDRESS TO MR. SAM LINDSEY, CHAIRMAN AND CHIEF
FINANCIAL OFFICER, ENTER TECH CORP., 430 EASH 6TH STREET, LOVELAND,
COLORADO 80537, TELEPHONE NUMBER (970) 669-4918.
The Company is offering to the Employees an aggregate of up to 58,098
shares of its $.0001 par value common stock under the Agreements which may be
issued to the following persons:
Number of Number of
Name Shares Name Shares
---- ------ ---- ------
John H. Neas 11,434 Leif O. Honstad 8,337
Justin R. Crow 4,828 Brian S. Lounsberry 4,100
Robert E. Galiner 13,089 Wesley S. Gray 4,689
John M. Vance 7,283 Michelle C. Hansen 4,338
These shares are offered for the period from the date hereof through
October 1, 2000, unless terminated sooner by the Company of any Employee.
STATEMENT OF INDEMNIFICATION
Pursuant to the corporate law of Nevada and the Company's Article and
Bylaws, the Company has the power to indemnify any person made a party to any
lawsuit by reason of being a director or officer of the Company, of serving at
the request of the corporation as a director, officer, employee of agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
actions, suits or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
15
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) and (b) below are incorporated by reference in
the Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), 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 the Registration Statement and to be part thereof
from the date of filing of such documents.
The Company filed its Annual Report on Form 10-SB for the year ended
December 31, 1999 on March 30, 2000. The Company filed its Quarterly Report on
Form 10-QSB for the quarterly period ended March 31, 2000 on May 15, 2000. The
Company filed a Current Report in Form 8-K dated July 17, 2000 on July 18, 2000
with Item 2. Acquisition or Disposition of Assets and Item 7. Financial
Statements and Exhibits, all relating to the acquisition of 80% of the
outstanding stock of WavePower, Inc. in exchange for securities of the Company.
The Company filed its Quarterly Report of Form 10-QSB for the quarterly period
ended June 30,2000 on August 21, 2000. The above reference reports, which were
previously filed with the Commission are incorporated herein by reference.
(a) All documents filed by the Company pursuant to Section 13, 14 or 15
(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment to this Form S-8 Registration Statement
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 herein and to be a part hereof from the
date of filing of 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
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or 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 Prospectus.
(b) All other reports filed pursuant to Section 13 or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Registrant's Form 10-KSB referenced to in (a) above.
17
Item 4. DESCRIPTION OF SECURITIES
None
Item 5. INTERESTS OF NAMED EXPERTS AND CONSEL.
None
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Limitations on Liability of Directors and Officers
The Company's Articles of Incorporation provide that a director or officer
shall not be liable for damages to the Company or its stockholders for breach of
fiduciary duty except for acts of omission that involve intentional misconduct,
fraud or a knowing violation of law and unlawful dividend payments under Nevada
Private Corporations Law Section 78.300
Indemnification of Directors, Officers and Others
Section 78.751 of the Nevada Private Corporations Law, a corporation
provides as follows:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a pry to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he 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,
against expenses including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
18
interests of the corporation, and that, with respect to any criminal
action or proceeding, he bad reasonable cause to believe that his
conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he 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 against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if
he acted in good faith and m a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation,
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections I and 2,
or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
defense.
4. Any indemnification wider subsections I and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper under the circumstances. The determination must be
made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the acting, suit or
proceeding;
(c) If a majority vote a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion, or
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officer's and directors
19
incurred in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in advance of
the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that be is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel other
than directors or officers may be entitled under any contract or
otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section;
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action;
(b) Continues for a person who has cased to be a director, officer,
employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
ARTICLE VII of the Company's Articles of Information provides:
ARTICLE VII
INDEMNIFICATION
The Corporation is authorized to provide indemnification of its directors,
officers, employees and agents, whether by bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, in excess of the
indemnification expressly permitted by Section 78.751 of the Nevada Business
Corporation Act for breach of duty to the Corporation and its shareholders,
subject only to the applicable limits upon such indemnification as set forth in
the Nevada Business Corporation Act. Any repeal or modification of this Article
VII or Article XI shall not adversely effect any right or protection of a
director or officer of the Corporation existing at the time of the repeal or
modification.
Item 7. EXEMPTION FROM REGISTRATION STATEMENT
Not Applicable
20
Item 8. EXHIBITS
Exhibit Number Description
- -------------- --------------
5 Opinion of Counsel (with Consent)
23 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
99.1 Employee Compensation Agreement with John H. Neas
99.2 Employee Compensation Agreement with Justin R. Crow
99.3 Employee Compensation Agreement with Robert E. Galiner
99.4 Employee Compensation Agreement with Wesley S. Gray
99.5 Employee Compensation Agreement with Michelle C. Hansen
99.6 Employee Compensation Agreement with Leif O. Hansen
99.7 Employee Compensation Agreement with Brian S. Lounsberry
99.8 Employee Compensation Agreement with John M. Vance
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment in this registration statement 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.
(b) 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.
(c) 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.
21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe 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 Loveland, State of Colorado on the 11th day of
September, 2000.
ENTER TECH CORP.
By /s/ Sam Lindsey
-----------------------------------------
Sam Lindsey, Chairman and Chief
Executive Officer
22