As filed with the Securities and Exchange Commission on March ___, 2004.
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DONINI, INC.
Formerly PRS Sub VI., Inc.
(Exact name of registrant as specified in its charter)
New Jersey 22-3768426
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4555 boul. des Grandes Prairies, #30
St. Leonard, Montreal, Quebec, Canada H1R 1A5
(Zip Code)
(Address of Principal Executive Offices)
STOCK UNDERLYING THE STOCK PLAN OF DONINI, INC,
AND VARIOUS CONSULTING AGREEMENTS
BETWEEN REGISTRANT AND
CONSULTANTS OF THE REGISTRANT
(Full title of the Plan)
FROHLING & HUDAK, LLC
17 Fulton Street
Newark, New Jersey 07102
(Name and address, including zip code of agent for service)
(973) 622-2800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate
Title of Securities Amount to be Offering Price Offering Amount of
to be Registered Registered per Share* Price* Registration Fee
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Common Stock, Par 2,300,000 $.01 $23,000.00 $ 2.91
Value $.001 Per Share
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Estimated solely for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(c) on the basis of the average of the low bid and ask
prices of the Common Stock of the Registrant as traded on the over-the-counter
market on March 5, 2004.
PART I
STOCK PLAN OF DONINI, INC.
The Donini, Inc. Stock Plan was adopted by the Company at the meeting of the
Board of Directors held at 300 Leo-Parizeau, Suite 2000, Montreal, Quebec,
Canada, on March 28, 2002, for the purpose of providing a mechanism for the
issuance of Shares to Consultants, which could be modified from time to time and
registered under an S-8 registration with the Securities and Exchange
Commission. The Plan, as revised March 5, 2004, authorizes 4,000,000 Shares of
common stock of the Company to be issued in three (3) categories of awards,
options and grants of common stock.
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DESCRIPTION OF CONSULTING AGREEMENT AND RESOLUTIONS
The following table sets forth the number of shares of Common Stock
issued or authorized to be issued pursuant to a Consulting Agreement and
Resolutions attached hereto or incorporated herein by reference.
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Compensation Number of Shares
Agreement covered by this
Selling Shareholder (Name of Plan) Registration Statement
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Peter Deros President & CEO 1,000,000
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Terence Byrne Consulting Agreement effective March 15, 2004 500,000
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Dennis Kounadis Legal Services Rendered 500,000
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John B. Frohling Legal Services Rendered 300,000
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TOTAL 2,300,00
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-KSB for the fiscal years
ended May 31, 2001, May 31, 2002 and May 31, 2003, filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) Registrant's quarterly reports on Form 10-QSB for the fiscal
quarters ended August 31, 2001, November 31, 2001, February 28, 2002,
August 31, 2002, November 30, 2002, February 28, 2003, August 31, 2003
and November 30, 2003 filed pursuant to Section 15(d) of the Exchange
Act.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, and 15(d) of the Securities Act and Sections 13(a), 13(c), and 14 of the
Exchange Act after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereunder have been sold, or which
registers all securities then remaining unsold under this registration
statement, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
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Item 4. Description of Securities.
The authorized capital stock of Registrant consists of 100,000,000 (one
hundred million) shares, par value $.001 per share, all of which are designated
Common Stock. As of March 5, 2004, there were approximately, 6,920,688 (six
million, nine hundred twenty thousand, six hundred and eighty-eight) shares
Common Stock issued and outstanding.
Registrant's board of directors may determine the times when, the terms
under which and the consideration for which Registrant shall issue, dispose of
or receive subscriptions for its shares, including treasury shares, or acquire
its own shares. The consideration for the issuance of the shares shall be paid
in full before their issuance and shall not be less than the par value per
share. Upon payment of such consideration, such shares shall be deemed to be
fully paid and non-assessable by Registrant.
The holders of shares of Common Stock of the Registrant are entitled to
dividends when and as declared by the Board of Directors from funds legally
available therefore and, upon liquidation, are entitled to share pro rata in any
distribution to shareholders. Holders of the Common Stock have one
non-cumulative vote for each share held. There are no preemptive, conversion or
redemption privileges, nor sinking fund provisions, with respect to the Common
Stock.
Stockholders are entitled to one vote of each share of Common Stock
held of record on matters submitted to a vote of stockholders. The Common Stock
does not have cumulative voting rights. As a result, the holders of more than
50% of the shares of Common Stock voting for the election of directors can elect
all of the directors if they choose to do so, and, in such event, the holders of
the remaining shares of Common Stock will not be able to elect any person or
persons to the board of directors of Registrant.
Item 5. Interest of Named Experts and Counsel.
John B. Frohling is of Counsel to the law firm of Frohling & Hudak, LLC, which
has rendered an opinion in connection with this Registration Statement.
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Item 6. Indemnification of Directors and Officers.
The Registrant's certificate of incorporation provides for
indemnification to the fullest extent permitted by New Jersey General
Corporation Law. Pursuant thereto, the Company indemnifies its officers,
directors, employees and agents to the fullest extent permitted for losses and
expenses incurred by them in connection with actions in which they are involved
by reason of their having been directors, officers, employees, or agents of the
Registrant. That Statue permits a corporation to indemnify any person who is or
has been a director, officer, employee, or agent of the corporation or who is or
has been serving as a director, officer, employee or agent of another
corporation, organization, or enterprise at the request of the corporation,
against all liability and expenses (including but not limited to attorneys' fees
and disbursements and amounts paid in settlement or in satisfaction of judgments
or as fines or penalties) incurred or paid in connection with any action, suit
or proceeding, whether civil, criminal, administrative, investigative, or
otherwise, in which he or she may be involved by reason of the fact that he or
she served or is serving in these capacities, if he or she acted in good faith
and in a manner he or she 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 cause to believe his or her conduct was unlawful. In the case
of a claim, action, suit or proceeding made or brought by or in the right of the
corporation to procure a recovery or judgment in its favor, the corporation
shall not indemnify such person in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the corporation for
negligence or misconduct in the performance of his or her duty to the
corporation, except for such expenses as the Court may allow. Any such person
who has been wholly successful on the merits or otherwise with respect to any
such claim, action, suit or proceeding or with respect to any claim, issue or
matter therein, shall be indemnified as of right against all expenses in
connection therewith or resulting there from. The effect of this provision in
the certificate of incorporation is to eliminate the rights of the Registrant
and its stockholders (through stockholders' derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described above.
The Registrant's By-laws provide for indemnification of the
Registrant's officers and directors against all liabilities (including
reasonable costs, expenses, attorney's fees, obligations for payment in
settlement and final judgment) incurred by or imposed upon them in the
preparation, conduct or compromise of any actual or threatened action, suit, or
proceeding, whether civil, criminal, or administrative, including any appeals
there from and any collateral proceedings in which they shall be involved by
reason of any action or omission by them in their capacity as a director or
officer of the Registrant, or of any other corporation which they serve as a
director or officer at the request of the Company, whether or not such person is
a director or officer at the time such liabilities are incurred or any such
action, suit, or proceeding is commenced against them. The indemnification
provided by the By-laws does not extend, however, to certain situations
involving misconduct, willful misfeasance, bad faith, or gross negligence.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
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therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses incurred 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, 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.
Except to the extent hereinabove set forth, there is no charter
provision, by-law, contract, arrangement or statute pursuant to which any
director or officer of registrant is indemnified in any manner against any
liability which he may incur in his capacity as such.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed as a part of this Report or incorporated herein by
reference are as follows:
Exhibit
No. Item
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4.1 The Company Stock Plan adopted March 28, 2002; amended March 5, 2004.
4.2 Consulting Agreement between the Registrant and Terence Byrne
effective March 15, 2004.
4.3 Opinion of Frohling & Hudak, LLC, regarding the legality of the
securities being registered under this Registration Statement.
4.4 Resolutions of the Board of Directors dated March 5, 2004, to increase
the number of Shares allocated to the Stock Plan from 1,500,000 to
4,000,000; and authorizing the issuances of shares pursuant thereto.
Item 9. Undertakings.
(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:
(i) To include any prospectus required by section
10(a) (3) of the Securities Act of 1933;
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(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;
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if 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 Securities Exchange Act of 1934
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 at the termination of the offering.
(b) 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 plans 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.
(c) 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.
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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 Montreal, Province of Quebec, Canada, on the 25th day
of March, 2004.
DONINI, INC.
By /s/ PETER DEROS
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President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
/s/ PETER DEROS President, Chief Executive Officer, March 25, 2004
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Board of Directors
/s/ PETER DEROS Director March 25, 2004
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/s/ THEO KALAITZIS Director March 25, 2004
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/s/ JEAN VASSILIADIS Director March 25, 2004
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INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
No. Item
4.1. March 28, 2002, revised March 5, 2004: Donini, Inc., Stock Plan.
4.2 Consulting Agreement between the Registrant and Terence Byrne
effective March 15, 2004.
4.3 Resolutions of the Board of Directors, dated March 5, 2004,
authorizing by Resolution the increase of the number of Shares
allocated to the Company Stock plan from 1,500,000 to 4,000,000; and
the issuance of shares of Common Stock pursuant thereto.
4.4 Opinion of Frohling & Hudak, LLC, regarding the legality of the
securities being registered under this Registration Statement.