Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KINGDOM VENTURES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0419183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1045 STEPHANIE WAY
MINDEN, NV 89423
(Address of Principal Executive Offices) (Zip Code)
2003 STOCK COMPENSATION PLAN
(Full title of the plan)
GENE JACKSON
1045 STEPHANIE WAY
MINDEN, NV 89423
With a Copy to
LAWRENCE E. WILSON
FRANKLIN, CARDWELL & JONES
1001 MCKINNEY
18TH FLOOR
HOUSTON, TX 77002
(Name and address of agent for service)
(775) 267-2242
(Telephone number, including area code, of agent for service)
(Cover Page Continuted)
CALCULATION OF REGISTRATION FEE
TITLE PROPOSED PROPOSED
OF SECURITIES AMOUNT TO MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED(1) BE REGISTERED(1) PRICE PER SHARE (2) OFFERING PRICE(2) REGISTRATION FEE
- -------------------- ---------------- -------------------- ------------------- ------------------
Common Stock,
$.001 par value
per share. . . . . . 7,850,000 $ 0.75 $ 1,492,500 $ 137.31
- -------------------- ---------------- -------------------- ------------------- ------------------
Warrants to
Purchase Common
Stock at $.001 . . . 7,850,000 NA(3) NA(3) NA(3)
- -------------------- ---------------- -------------------- ------------------- ------------------
================================================================================
- -----------------------------
1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans(s) described
herein.
2 Pursuant to Rule 457(g) under the Securities Act of 1933, the offering
price of shares of Common Stock to be purchased pursuant to the Plan is
based on the warrant conversion price of $.001 per share with respect to
5,000,000 shares, $.25 per share with respect to 1,000,000 shares, $.60 per
share with respect to 1,000,000 shares, and $.75 per share with respect to
850,000 shares for the purposes of calculating the registration fee.
3 Included in the amounts for the Common Stock, $.001 par value.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-KSB for the year ended January 31,
2002, Quarterly Report on Form 10-QSB for the quarter ended April 30, 2002,
Quarterly Report on Form 10-QSB for the quarter ended July 31, 2002, Quarterly
Report on Form 10-QSB for the quarter ended October 31, 2002, Current Report on
Form 8-K filed June 13, 2002, and the description of the Company's Common Stock
included in its registration statement on Form 10-SB filed January 31, 2001
pursuant to Section 12(g) of the Securities Exchange Act of 1934 are
incorporated herein by reference. All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities 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. The
Company's Quarterly Reports on Form 10-QSB for the quarters ended April 30,
2002, July 31, 2002 and October 31, 2002, which are incorporated herein by
reference, should be read in conjunction with the audited financial statements
incorporated herein by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection 1 of Section 78.037 of the Nevada Revised Statutes (the "Nevada
Law") empowers a corporation to eliminate or limit the personal liability of a
director or officer to the corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but such a provision must not
eliminate or limit the liability of a director or officer for (a) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law or (b) the payment of distributions in violation of Section 78.300 of the
Nevada Law.
Subsection 1 of Section 78.7502 of the Nevada Law empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she 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 (an
"Indemnified Party"), against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
Indemnified Party in connection with such action, suit or proceeding if the
Indemnified Party acted in good faith and in a manner the Indemnified Party
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe the Indemnified Party's conduct was unlawful.
Subsection 2 of Section 78.7502 of the Nevada Law empowers a corporation to
indemnify any Indemnified Party 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 such person acted in the capacity of an Indemnified Party against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by the Indemnified Party in connection with the defense or
settlement of such action or suit if the Indemnified Party acted under standards
similar to those set forth above, except that no indemnification may be made in
respect of any claim, issue or matter as to which the Indemnified Party shall
have been adjudged 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 such action or suit was brought determines upon application that in view
of all the circumstances the Indemnified Party is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper.
Section 78.7502 of the Nevada Law further provides that to the extent an
Indemnified Party has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsection (1) or (2) described
above or in the defense of any claim, issue or matter therein, the corporation
shall indemnify the Indemnified Party against expenses (including attorneys'
fees) actually and reasonably incurred by the Indemnified Party in connection
therewith.
Subsection 1 of Section 78.751 of the Nevada Law provides that any
discretionary indemnification under Section 78.7502 of the Nevada Law, unless
ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may
be made by a corporation only as authorized in the specific case upon a
determination that indemnification of the Indemnified Person is proper in the
circumstances. Such determination must be made (a) by the stockholders, (b) by
the board of directors of the corporation by majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding,
(c) if a majority vote of a quorum of such disinterested directors so orders, by
independent legal counsel in a written opinion, or (d) by independent legal
counsel in a written opinion if a quorum of such disinterested directors cannot
be obtained.
Subsection 2 of Section 78.751 of the Nevada Law provides that a
corporation's articles of incorporation or bylaws or an agreement made by the
corporation may require the corporation to pay as incurred and in advance of the
4
final disposition of a criminal or civil action, suit or proceeding, the
expenses of officers and directors in defending such action, suit or proceeding
upon receipt by the corporation of an undertaking by or on behalf of the officer
or director to repay the amount if it is ultimately determined by a court that
he is not entitled to be indemnified by the corporation. Said Subsection 2
further provides that the provisions of that Subsection 2 do not affect any
rights to advancement of expenses to which corporate personnel other than
officers and directors may be entitled under contract or otherwise by law.
Subsection 3 of Section 78.751 of the Nevada Law provides that
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to said Section 78.751 does not exclude any other rights to which the
Indemnified Party may be entitled under the articles of incorporation or any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
for either an action in his official capacity or in another capacity while
holding his office. However, indemnification, unless ordered by a court pursuant
to Section 78.7502 or for the advancement of expenses under Subsection 2 of
Section 78.751 of the Nevada Law, may not be made to or on behalf of any
director or officer of the corporation if a final adjudication establishes that
his or her acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action. Additionally, the
scope of such indemnification and advancement of expenses shall continue as to
an Indemnified Party who has ceased to hold one of the positions specified
above, and shall inure to the benefit of his or her heirs, executors and
administrators.
Section 78.752 of the Nevada Law empowers a corporation to purchase and
maintain insurance or make other financial arrangements on behalf of an
Indemnified Party for any liability asserted against such person and liabilities
and expenses incurred by such person in his or her capacity as an Indemnified
Party or arising out of such person's status as an Indemnified Party whether or
not the corporation has the authority to indemnify such person against such
liability and expenses.
The bylaws of the Company provide in relevant part:
SECTION 11.1. INDEMNIFICATION. The Corporation shall indemnify each person
who was or is made a party or is threatened to be made a party to or is involved
in any threatened, pending or completed action suit or proceeding, whether
civil, criminal or investigative (a "proceeding"), except an action by or in the
right of the Corporation, by reason of the fact that he or a person for whom he
is the legal representative 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, trustee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise (including service with
respect to employee benefit plans) whether the basis of such proceeding is
alleged action in his official capacity as a director, officer, employee or
agent, or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by the Nevada General Corporation Law against all
expenses, liability and loss (including attorneys' fees, judgments, fines,
special excise taxes or penalties and amounts paid or to be paid in settlement)
5
reasonably incurred or suffered by such person in connection therewith if such
person 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. Such right shall be a contract right and shall include the
right to require advancement by the Corporation of attorneys' fees and other
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such expenses incurred by a
director or officer of the Corporation in his capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
person while a director or officer, Including, without limitation, service to an
employee benefit plan) in advance of the final disposition of such proceeding,
shall be made by the Corporation only upon delivery to the corporation of an
undertaking, by or on behalf of such director or officer, to repay all amount so
advanced if it should be determined ultimately that such director or officer is
not entitled to be indemnified under this section or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement
pursuant to Item 601 of Regulation S-B.
4.1 2003 Stock Compensation Plan.
5.1 Opinion of Franklin, Cardwell & Jones.
23.1 Consent of Wrinkle, Gardner & Co., P.C., independent public
accountants.
23.2 Consent of Franklin, Cardwell & Jones (included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
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 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;
(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.
6
(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.
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 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
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 of expenses incurred
or paid by a director, officer or controlling person of 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
7
SIGNATURES
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 Minden, and the State of Nevada, on the 31st day of
January, 2003.
KINGDOM VENTURES, INC.
By: /s/ Gene Jackson
---------------------------
Gene Jackson
Chief Executive Officer
By: /s/ Gene Jackson
---------------------------
Chief Financial Officer
By: /s/ Gene Jackson
---------------------------
Chief Accounting Officer
8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 31st day of January, 2003.
/s/ Gene Jackson /s/ Howard Dix
- ------------------------------------ ----------------------------------
Gene Jackson Howard Dix
Chief Executive Officer and Director Director
/s/ Don Sheib
- ------------------------------------ ----------------------------------
John Howell Don Sheib
Director Director
9
EXHIBIT INDEX
4.1 Kingdom Ventures, Inc. 2003 Stock Compensation Plan
5.1 Opinion of Franklin, Cardwell & Jones
23.1 Consent of Arthur Wrinkle, Gardner & Co., P.C.
23.2 Consent of Franklin, Cardwell & Jones (included in Exhibit 5.1)
10