REGISTRATION STATEMENT ON FORM S-8
As filed with the Securities and Exchange Commission on December 7, 1999
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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HEALTHNET INTERNATIONAL INC.
(Exact name of issuer as specified in its charter)
Colorado 98-0206627
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
#301-1201 West Pender Street,
Vancouver, British Columbia, Canada V6E 2V2 (604) 669-3573
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(Address and telephone number, of Registrant's principal executive offices)
HEALTHNET INTERNATIONAL INC.
1999 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Joseph Harkins
Healthnet International Inc.
301-1201 West Pender Street
Vancouver, British Columbia, Canada V6B 6E3
(604) 669-3573
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered Share* Price Registration Fee
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Common Shares $.001 1,200,000 ($0.75) $900,000 $250.20
par value
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*Because there is currently no market for these securities and because the book
value of these securities as at May 31, 1999 is negative, for the purposes of
calculating the registration fee, the exercise price of the options granted to
date was used which price was determined by the Board of Directors in accordance
with the Plan.
PART II
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INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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Healthnet International Inc. (the "Company") hereby
incorporates by reference in this Registration Statement the following
documents:
(a) The Company's Registration Statement on Form 10-SB, as
amended, as declared effective by the Securities and Exchange Commission on
September 9, 1999, including the description of the Company's Common Stock under
the caption "Description of Securities";
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, which
documents shall be deemed incorporated by reference in this Registration
Statement as a part hereof from the date of filing such documents until a
post-effective amendment to this Registration Statement is filed which indicates
that all shares of Common Stock being offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold.
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 Company's Articles of Incorporation and Bylaws generally require the
Company to indemnify, to the maximum extent permitted by Colorado law, any
person who is or was a director, officer, agent, fiduciary or employee of the
Company against any claim, liability or expense arising against or incurred by
such person made party to a proceeding because he is or was a director, officer,
agent, fiduciary or employee of the Company.
Section 7-108-402 (1) of the Colorado Business Corporation Act provides as
follows:
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If so provided in the articles of incorporation, the corporation shall
eliminate or limit the personal liability of a director to the corporation or
its shareholders for monetary damages for breach of fiduciary duty as a
director; except that any such provision shall not eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
damages for any breach of the director's duty of loyalty to the corporation or
to its shareholders, acts or omissions not in good faith or which involve the
intentional misconduct or a knowing violation of law, acts specified in section
7-108-403 [regarding unlawful corporate distributions], or any transaction from
which the director directly or indirectly derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director to the
corporation or it its shareholders for monetary damages for any act or omission
occurring before the date when such provision becomes effective.
ARTICLE SEVENTH (c) of the Company's Articles of Incorporation provide as
follows:
No director of this corporation shall have any personal liability for
monetary damages to the corporation or its shareholders for breach of his
fiduciary duty as a director, except that this provision shall not eliminate or
limit the personal liability of a director to the corporation or its
shareholders for monetary damages for any breach, act, omission or transaction
as to which the Colorado Business Corporation Act (as in effect from time to
time) prohibits expressly the elimination or limitation of liability. Nothing
contained herein will be construed to deprive any director of his right to all
defenses ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he may have for contribution from
any other director or other person.
The above discussions of the Company's Articles of Incorporation, Bylaws and
the Colorado Business Corporation Act is only a summary and is qualified in its
entirety by the full text of each of the foregoing.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not Applicable.
Item 8. EXHIBITS
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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. 1999 Non-Qualified Stock
Option Plan
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* Filed herewith.
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Item 9. UNDERTAKINGS
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The Company 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
additional or changed material information on the plan of distribution.
(2) That, for the purpose of determining any liability under the Securities
Act each post-effective amendment shall be treated as a new
registration statement relating to the securities offered, and the offering of
such securities at that time shall be treated as the initial bona fide offering
thereof.
(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
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Pursuant to the requirements of the Securities Act of 1933, as amended,
Healthnet International Inc. 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, as amended, to be signed on its behalf by
the undersigned, thereunto duly authorized, in Vancouver, British Columbia on
December 7, 1999.
HEALTHNET INTERNATIONAL INC.
By: /s/ Grant R. Johnson
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Grant R. Johnson, Principal Executive Officer
By: /s/ Joe Harkins
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Joe Harkins, Principal Financial &
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: November 15, 1999 By: /s/ Grant Johnson
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Grant R. Johnson, Director
Date: November 15, 1999 By: /s/ Ross Johnson
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S. Ross Johnson, Director
Date: November 15, 1999 By: /s/ Hartland MacDougall
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Hartland MacDougall, Director
Date: November 15, 1999 By: /s/ Dean Linden
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R. Dean Linden, Director
Date: November 15, 1999 By: /s/ Ray Harris
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Raymond G. Harris, Director
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