U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEALTHNET INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Colorado 98-0206627
(State of Incorporation) (I.R.S. Employer ID No.)
Suite 301-1201 West Pender Street,
Vancouver, British Columbia V6E 2V2
(Address of principal executive offices)
STOCK PLAN FOR EMPLOYEES
DIRECTORS AND CONSULTANTS
(Full title of the Plan)
Thomas Mills
Suite 301-1201 West Pender Street,
Vancouver, British Columbia V6E 2V2
(Name and address of agent for service)
(604) 669-3573
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities to Amount to be Offering Price Per Proposed Aggregate Amount of
be Registered Registered Share (1) Offering Price Registration Fee
- ------------- ---------- --------- -------------- ----------------
Common Stock 500,000 $0.59 $300,000 $73.75
- ------------
(1) The Offering Price is used solely for the purposes of estimating the
registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated pursuant to
the Securities Act of 1933 and is the average of the bid and asked price of the
Company's common stock as of March 8, 2001. The actual Offering Price per Share
is established pursuant to a Stock Plan for Employees, Directors and
Consultants, set forth in Exhibit 99.1 to this Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Healthnet International Inc. hereby incorporates by reference the contents of
its registration statement on Form S-8 (File No. 333-47134).
ITEM 8. EXHIBITS
5.1* Opinion of Law Office of Reed & Reed, P.C., Attorneys at Law as to the
legality of the Company's Common Stock being registered.
23.1* Consent of Ernst & Young LLP
23.2* Consent of Law Office of Reed & Reed, P.C. (contained in Exhibit 5.1)
99.1* Healthnet International Inc. Stock Plan for Employees, Directors and
Consultants, as amended December 11, 2000 and January 30, 2001.
* Filed herewith
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 Vancouver, Province of British Columbia, on March 2,
2001.
HEALTHNET INTERNATIONAL INC.
By: /S/ Grant R. Johnson By: /s/ S. Ross Johnson
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Grant R. Johnson, S. Ross Johnson, Chief Executive
President and Director Officer and Chairman of the Board
of Directors
Date: March 8, 2001 Date: March 8, 2001
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By: /S/ Trevor Shang By: /S/ G. Bret Conkin
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Trevor Shang, Controller G. Bret Conkin,
Chief Operating Officer
Date: March 8, 2001 Date: March 8, 2001
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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.
/s/ S. Ross Johnson /S/ Grant Johnson
- --------------------------------- -----------------------------
S. Ross Johnson, Chief Executive Grant Johnson,
Officer and Chairman of the Board President and Director
of Directors
Date: March 8, 2001 Date: March 8, 2001
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/S/ Hartland M. MacDougall /S/ Raymond G. Harris
- ----------------------------- -----------------------------
Hartland M. MacDougall, Director Raymond G. Harris, Director
Date: March 8, 2001 Date: March 8, 2001
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/S/ Roger Johnson /S/ R. Dean Linden
- ----------------------------- -----------------------------
Roger Johnson, Director R. Dean Linden, Director
Date: March 8, 2001 Date: March 8, 2001
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/S/ Richard Painter
- -----------------------------
Richard Painter, Director
Date: March 8, 2001
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