SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WTAA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Florida 65-0260846
(State of incorporation (I.R.S. employer
or organization) identification no.)
1027 South Rainbow Boulevard, Unit 391, Las Vegas, Nevada, 89145
(Address of principal executive offices)
WTAA INTERNATIONAL, INC., STOCK OPTION PLAN 2001
(Full Title of the Plan)
Larry Shaben
WTAA International, Inc.
1027 S. Rainbow Blvd.
Unit 391
Las, Vegas, Nevada 89145
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Amount Proposed Maximum Aggregate
Title of Securities to be to be Offering Price Per Dollar Amount
Registered Registered(1) Share(2)
-----------------------------------------------------------------------------------
Common Shares, no par value 1,520,000 $ 0.35 $ 532,000
Common Shares, no par value 113,333 $ 3.00 $ 339,999
Common Shares, no par value 65,333 $ 7.50 $ 489,997.50
Common Shares no par value 1,015,360
<FN>
(1) represents the issuer's Common Shares that may become issuable upon exercise of options
outstanding or hereafter granted under the WTAA International, Inc., 2001 Stock Option Plan,
(the "Stock Option Plan"), including Shares that may become issuable in place of terminated or
expired options. As of August 31, 2001, there are 1,698,666 of such Shares subject to options
outstanding and 1.015,360 reserved for further option grants.
1
(2) Pursuant to Section 457 (c) of the Securities Act of 1933, the registration fee was
calculated based on the weighted average bid and ask price as at August 31, 2001 with respect
to 1,698,666 of the 2714,026 Shares subject to such options. Pursuant to section 457(c) the
Securities Act of 1933, the registration fee with respect to the 1,015,360 Shares in respect
of which options have not yet been granted has been calculated on the basis of the average low
and high bid and ask price on the OTCBB on August 31, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
---------------------------------------------------------------
The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statements:
(a) The Company's Form 8-K12(g) 3 filed May 12, 2000;
(b) The Company's Annual Report on Form 10-K for the year ended December
31, 2000
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
(d) The Company's Quarterly Report on Form 10Q for the quarter ended June
30, 2001;
(e) All other reports filed pursuant to Section 13(a) and 15(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by Registrant's documents
referred to in paragraph (a) above; and,
(f) The description of the Company's Common Shares contained in the
Company's Registration Statement Form 8-K filed with the Commission on
May 12, 2000 under Section of the Exchange Act including any amendment
or report filed for the purpose of updating such description.
All reports or other documents subsequently filed by the Registrant and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(D) of the Exchange Act
prior to the filing of a post effective amendment to the Registration
Statement which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold hereunder, shall be
deemed to be incorporated by reference herein and to be a part of this
Registration Statement from the date of filing such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------------------
Common Stock
The Company's Article of Incorporation provide that the Company is
authorized to issue 50,000,000 shares of common stock with a par value of $0.001
per share. As of August 31, 2001, 13,170,134 shares were issued and
outstanding.
Each holder or record of the Company's common stock is entitled to one vote per
share in the election of the Company's directors and all other matters submitted
to the Company's stockholders for a vote. Holders of the Company's common stock
are also entitled to share pro rata in all dividends when, as, and if declared
2
by the Board of Directors from funds legally available therefore, and to share
pro rata in all assets available for distribution to the Company's stockholder
upon liquidation or dissolutions, subject in both cases to any preference that
may be applicable to any outstanding preferred stock. There are no preemptive
rights to subscribe to any of the Company's securities, and no conversion rights
or sinking fund provisions applicable to the common stock.
Neither the Company's articles of incorporation nor its bylaws provide for
cumulative voting. Accordingly, persons who own or control a majority of the
shares outstanding may elect all of the Company's directors, and persons owning
less than a majority could be foreclosed from electing any.
Preferred Stock - Class "A"
The Company's Articles of Incorporation provide that the Company is
authorized to issue 500,000 shares of preferred stock with a par value of $0.01
per share. As of March 15, 2001, 0 shares were issued and outstanding.
The preferred shares are convertible at the option of the holder at any time up
until 5:00 pm Pacific Standard Time on January 31, 2004 into common shares of
the Company at a conversion price of 10:1 per common share. The preferred shares
are not entitled to receive a fixed dividend or attend, receive notice, or vote
at any meeting of shareholder of the Company. The preferred shares are not
redeemable by the Company. In the event of liquidation, dissolution or
winding-up of the Company, the holder of the preferred shares shall have
preference over the holder of common shares. Subject to such legal limitations,
the holders of the preferred shares shall be entitled to receive an amount equal
to $1.00 per share. After payment of such amount, the holders of the preferred
shares will not be entitled to any further amounts. If the property of the
Company is insufficient to pay in full the amount duo on all the preferred
shares, then the preferred shareholders will be entitled to share pro rata in
all assets available for distribution to the Company's stockholders upon
liquidation or dissolution.
There are no preemptive rights to subscribe to any of the Company's securities
and no sinking fund provisions applicable to the common stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
------------------------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------------------------------------------------------
Article 10 of the Corporation provides that:
"To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
3
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this Corporation, and in
conjunction therewith, to procure, at this Corporation's expense, policies of
insurance."
The Registrant does not maintain a director and officer liability policy.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
--------------------------------------------------
Not Applicable
ITEM 8. EXHIBITS
------------------
*4.01 Certificate and Articles of Incorporation of the company (incorporated by
reference to the Company's Registration Statement on Form8-K 12(g) 3 )
*4.02 Article X of the Company
4.03 Specimen of Common Share Certificate (incorporated by reference to the
Company's Registration Statement on the Form 8-K 12(g) 3)
4.04 WTAA International, Inc., 2001 Stock Option Plan.
4.06 Opinion of Stepp Law Group, as to the legality of the Shares being
registered and to be issued to the Company.
4.07 Consent of Grant Thornton LLP
4.08 Power of Attorney (included on signature page to Registration Statement)
* Previously filed as an exhibit to the Company's current report on Form
8-K12G3, dated May 19, 2000 and incorporated by reference.
ITEM 9. UNDERTAKINGS.
-----------------------
(a) The Company 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 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
4
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement, provided, however, that paragraphs (a) (1)(i) and 1(ii) do
not apply if this Registration Statement is on From S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act 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 a the termination of the
offering.
(b) the Company undertakes that, for the purposes of determining any
liability under the Securities Act of 1933 (the "Securities Act"),
each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
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 Company 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 Company 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.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 of the undersigned, thereunto duly
authorized in the City of Las Vegas on this day of September, 2001.
WTAA INTERNATIONAL, INC.
By: /s/ Colin Vance Campbell
Colin Vance Campbell
(President)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Statement has
been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature appears below hereby constitutes and
appoints Colin Vance Campbell , his attorney-in-fact, each with full power of
substitution, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such attorney-in-fact deems
appropriate, and to execute in the name and on behalf of each such person,
individually and in each capacity stated below, any such amendments to this
Statement. Each person whose signature appears below hereby ratifies and
confirms all that each of the said attorneys-in-fact, or such person's
substitute or substitutes, may do or cause to be done by virtue hereof.
Signature Title
/s/ Larry Shaben Chairman, Officer and Director
Larry Shaben
/s/ Dr. C. J. Weinstein Director
Dr. C.J. Weinstein
/s/ Colin Vance Campbell President, Officer and Director
Colin Vance Campbell
6
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
*4.01 Certificate and Articles of Incorporation of the Company
*4.02 Article X of the Company
4.03 Specimen of Common Share Certificate
4.04 WTAA International, Inc., Stock Option Plan
4.05 Opinion of as to the legality of the Shares being registered and
to be issued by the Company
4.06 Consent of Grant Thornton
4.07 The consent of Stepp Law Group is contained in its opinion filed
as Exhibit 4.05 to this Registration Statement
4.08 Power of Attorney (included on signature page to Registration
Statement).
* Previously filed as an exhibit to the Company's current report on Form
8-K12G3, dated May 19, 2000 and incorporated by reference.
7