As filed with the Securities and Exchange Commission on July __, 2002,
Registration No. ________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MONEYZONE.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 72-7148906
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(State or other (I.R.S. Employer
jurisdiction of organization) Identification No.)
7025 East 1st Avenue, Suite 5, Scotsdale, AZ 85251
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(Address of Principal Executive Offices) (Zip Code)
2000 Stock Option Plan
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(Full title of the plan)
Raymond A. Bills
President
7025 East 1st Avenue, Suite 5
Scotsdale, AZ 85251
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(Name and address of agent for service)
(480) 945-2232
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(Telephone number, including area code,
of agent for service)
continued overleaf
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to be offering price offering registration
to be registered registered per Share (2) price fee
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Common Stock 506,666(1) $4.75(3) $221.65
Total $221.65
(1) In addition, pursuant to Rule 416 under the Securities Act, this
registration statement also covers an indeterminate number of shares as may be
required by reason of any stock dividend, recapitalization, stock split,
reorganization, merger, consolidation, combination or exchange of shares or
other similar change affecting the stock.
(2) Omitted pursuant to Rule 457(o) under the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) based on the average of the bid and ask
prices for the Common Stock on July 10, 2002 as reported on the over the counter
market OTCBB.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
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Item 2. Registrant Information and Employee Plan Annual Information
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As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I of this Registration Statement will be sent or given to
eligible employees as specified by Rule 428(b) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 promulgated under
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
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The following documents, as filed by MoneyZone.com, Inc., a
Delaware corporation (the "Registrant"),with the Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(1) Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2002.
(2) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001.
(3) The description of the common stock, par value $0.15 per share
("Common Stock"), of the Registrant contained in the Registrant's registration
statement filed under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description and the Registrant's
Definitive Information Statement filed with the Commission on July 12, 2001,
under Section 14 (c) of the Exchange Act.
All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the effective date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicate that all securities offered have been sold or which
registers 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 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
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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.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
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Not Applicable.
Item 6. Indemnification of Directors and Officers
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The Registrant's Certificate of Incorporation provides that
the Registrant shall indemnify its officers and directors to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law ("DGCL").
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they 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
reason to believe their conduct was unlawful. In a derivative action, i.e., one
by or in the right of the corporation, indemnification may be made only for
expenses actually and reasonably incurred by directors, officers, employees or
agent in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnify for such expenses despite
such adjudication of liability.
In addition, the Registrant's Certificate of Incorporation
eliminates the personal liability of directors to the fullest extent permitted
by Section 102 of the DGCL.
Item 7. Exemption from Registration Claimed
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Not Applicable.
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Item 8. Exhibits
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Reference is made to the Exhibit Index following the signature
page.
Item 9. Undertakings
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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 to;
(i) Include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) 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;
(iii) 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; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information is 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 15(d) of the Exchange Act that are incorporated by
reference in the registration statement;
(2) 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 be deemed to be the initial
bona fide offering thereof; and;
(3) File a post-effective registration statement to
remove from registration any of the securities being registered which remain
unsold at the end of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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 the 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.
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 provisions described in Item 6, 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 Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
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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.
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SIGNATURES
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Pursuant to the requirement of the Securities Act of 1933, as amended,
the Registrant, certifies that it has reasonable grounds to believe that it
meets all 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 Scottsdale, Arizona, on the ___ day of July, 2002.
MONEYZONE.COM, INC.
By: /s/ RAYMOND A. BILLS
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Raymond A. Bills
President and Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendments thereto has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ RAYMOND A. BILLS Director July __, 2002
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Raymond A. Bills
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INDEX TO EXHIBITS
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The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
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5.1 Opinion of Brown Rudnick Berlack Israels LLP.
10.1 2000 Stock Option Plan
10.2 Amendment No. 1 to 2000 Stock Option Plan
23.1 Consent of Brown Rudnick Berlack Israels LLP
(included in Exhibit 5.1).
23.2 Consent of Spicer, Jeffries & Co.
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