As filed with the Securities and Exchange Commission on June 12, 2002
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ILIVE, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 95-4783826
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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2102 BUSINESS CENTER DRIVE, IRVINE, CALIFORNIA 92612
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(Address of Principal Executive Offices) (Zip Code)
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CONSULTING AGREEMENT WITH KENT BROUSSARD
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(Full title of the plan)
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SCOTT HENRICKS
PRESIDENT
ILIVE, INC.
2102 BUSINESS CENTER DRIVE
IRVINE, CALIFORNIA 92612
(949) 660-0099
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(Name, address and telephone number of agent for service)
COPIES TO:
GREGORY SICHENZIA, ESQ.
SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF THE AMERICAS, 21ST FLR.
NEW YORK, NY 10018
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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Common Stock, $.001 par value 170,000 $0.25 $42,500 3.91
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(1) In the event of a stock split, stock dividend, anti-dilution adjustment or
similar transaction involving common stock of the registrant, in order to
prevent dilution, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule 416(a) of
the Securities Act of 1933.
(2) Computed pursuant to Rule 457(c) on the basis of the average of the high
and low prices per share as reported for such securities on the NASD's OTC
Bulletin Board on June 7, 2002.
EXPLANATORY NOTE
This registration statement covers 170,000 shares of common stock,
$0.001 par value per share, of iLive, Inc. that will be issued under a
Consulting Agreement, dated December 13, 2001 and effective June 7, 2002 between
iLive, Inc. and Kent Broussard.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with Form S-8 and Rule 428(b)(1) of the Securities Act of
1933, we will provide to Kent Broussard the documents containing the information
specified in Part I, Items 1 and 2. We will furnish without charge to any
person, upon written or oral request of such person, a copy of each document
incorporated by reference in Item 3 of Part II of this registration statement,
which documents are incorporated by reference in the Section 10(a) prospectus,
and any other documents required to be delivered to Kent Broussard under Rule
428(b) of the Securities Act of 1933. Requests should be directed to iLive,
Inc., 2102 Business Center Drive, Irvine, California 92612, Attention: Chief
Executive Officer. Our telephone number is (949) 660-0099.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
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We incorporate the following documents by reference in this
registration statement:
(a) Our annual report on Form 10-KSB for the fiscal year ended December
31, 2001, filed with the Securities and Exchange Commission, or the Commission,
(File No. 0-28549);
(b) Our quarterly report on Form 10-QSB for the quarter ended March 31,
2002, filed with the Commission;
(c) The description of our securities contained in our registration
statement on Form 10-SB (File No. 000-28549) filed under the Securities Exchange
Act of 1934 on December 17, 1999, together with any amendment or report filed
for the purpose of amending or updating such description.
All reports and other documents we subsequently filed after the date of
this registration statement under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered under this registration statement have been sold, or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this registration statement and shall be a part
of this registration statement from the date of filing such documents.
For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any 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.
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ITEM 6. Indemnification of Directors and Officers.
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Our bylaws provide that we shall, to the fullest extent permitted by
Nevada Revised Statutes section 78.751, indemnify all persons that we have power
to indemnify under that section against all expenses, liabilities or other
matters covered by that section, and that this indemnification is not exclusive
of any other indemnification rights to which those persons may be entitled.
Indemnification under this provision is as to action both in an official
capacity and in another capacity while holding office. Indemnification continues
as to a person who has ceased to be a director, officer, employee or agent and
extends to the benefit of the heirs, executors and administrators of such a
person. Section 78.751 of the Nevada Revised Statutes provides that the expenses
of our officers and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by us as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not
entitled to indemnification.
Section 2115 of the California General Corporation Law, or the
California Code, provides that corporations such as iLive, Inc. that are
incorporated in jurisdictions other than California and that meet various tests
are subject to several provisions of the California Code, to the exclusion of
the law of the jurisdiction in which the corporation is incorporated. As of May
16, 2002, we believe we met the tests contained in Section 2115. Consequently,
we are subject to, among other provisions of the California Code, Section 317
which governs indemnification of directors, officers and others. Section 317
generally eliminates the personal liability of a director for monetary damages
in an action brought by or in the right of iLive, Inc. for breach of a
director's duties to iLive, Inc. or our stockholders except for liability:
o for acts or omissions that involve intentional misconduct or a knowing
and culpable violation of law;
o for acts or omissions that a director believes to be contrary to the
best interests of iLive, Inc. or our stockholders or that
involve the absence of good faith on the part of the director;
o for any transaction for which a director derived an improper personal
benefit;
o for acts or omissions that show a reckless disregard for the
director's duty to iLive, Inc. or our stockholders in
circumstances in which the director was aware, or should have been
aware, in the ordinary course of performing a director's duties, of a
risk of serious injury to iLive, Inc. or our stockholders;
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o for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to
iLive, Inc. or our stockholders; and
o for engaging in transactions described in the California Code or
California case law which result in liability, or approving the same
kinds of transactions.
To the extent indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of iLive, Inc. under the foregoing provisions, or otherwise, we have 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.
ITEM 7 . Exemption from Registration Claimed.
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Exemption from the registration provisions of the Securities Act of
1933 for the issuance of the shares is claimed under Section 4(2) of the
Securities Act of 1933, among others, on the basis that such transactions did
not involve any public offering and the purchasers were each sophisticated with
access to the kind of information registration would provide.
ITEM 8. Exhibits.
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4.1 Consulting Agreement dated December 13, 2001 and effective
June 7, 2002 by and between iLive, Inc. and Kent Broussard.
5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
23.1 Consent of Cacciamatta Accountancy Corporation
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ITEM 9. Undertakings.
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iLive, Inc. hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (unless the
information required by paragraphs (i) and (ii) below is contained in periodic
reports filed with or furnished by iLive, Inc. to the Securities and Exchange
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in 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 which,
individually or together, represent a fundamental change in the
information in the registration statement; and 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 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 the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any additional or changed material
information on the plan of distribution.
(2) For determining under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
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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 Irvine, State of California, on June 12,2002.
ILIVE, INC.,
a Nevada corporation
By: /S/ SCOTT HENRICKS
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Scott Henricks, 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, including a
majority of the board of directors, in the capacities and on the date indicated.
SIGNATURE TITLE DATE
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/S/ Scott Henricks President, Chief Financial June 12, 2002
- -------------------------- Officer and Director
Scott Henricks
/s/ Albert Aimers Chief Executive Officer June 12, 2002
- -------------------------- and Director
Albert Aimers
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Consulting Agreement dated December 13, 2001 and effective
June 7, 2002 by and between iLive, Inc. and Kent Broussard.
5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
23.1 Consent of Cacciamatta Accountancy Corporation
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