As filed with the Securities and Exchange Commission on July 5, 2001
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
e-VideoTV, Inc.
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(Exact name of issuer as specified in its charter)
Delaware 51-0389325
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
7333 East Doubletree Ranch Road
Scottsdale, AZ 85258
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(Address of principal executive offices)
2001 Equity Compensation Plan
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(Full title of the plans)
Robert G. Dinning
Chief Financial Officer and Director
e-VideoTV, Inc.
7333 East Doubletree Ranch Road
Scottsdale, Arizona 85258
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(Name and address of agent for service)
(480) 778-1499
(Telephone number, including area code, of agent for service)
Copy to:
Gary R. Blume, Esq.
Blume Law Firm, P.C.
11811 North Tatum Boulevard, Suite 1025
Phoenix, Arizona 85028-1699
(602) 494-7976
CALCULATION OF REGISTRATION FEE
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered (1) offering price per share Aggregate offering price registration fee
- ---------- -------------- ------------------------ ------------------------ ----------------
Common stock, 4,670,000 $535,000 (2) $1,435,000 (4) $358.75 (5)
.0001 par value $ 900,000 (3)
(1) This registration statement covers shares of common stock of e-VideoTV,
Inc. which may be offered or sold pursuant to the 2001 Equity Compensation
Plan. In addition, pursuant to Rule 416 (c) under the Securities Act of
1933, this registration statement also covers an indeterminate number of
shares of common stock that may be issued upon stock splits, stock
dividends or similar transactions in accordance with Rule 416.
(2) 1,070,000 shares underlying options under the Equity Compensation Plan are
calculated pursuant to Rule 457(h) of the Securities Act of 1933 solely for
the purpose of calculating the registration fee, based upon a price of
$0.50 per share at which such outstanding options may be exercised
(3) In addition, 3,600,000 shares underlying options outstanding under the 2000
Equity Compensation Plan are calculated pursuant to Rule 457(h) of the
Securities Act of 1933 solely for the purpose of calculating the
registration fee, based upon a price of $0.25 per share at which such
outstanding options may be exercised.
(4) The proposed maximum aggregate offering price is the sum of all the shares
and prices set forth in Notes (2) and (3).
(5) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by 0.00025.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
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 e-VideoTV, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended December
31, 2000, filed with the Commission on April 16, 2001; and
(b) The Registration Statement on Form 10SB, filed pursuant to the
Securities Act of 1934, as amended (the "Exchange Act"), (file No.
000-27043) originally filed by the Company on August 13, 1999, as
amended ("Form 10SB"), containing audited financial statements for the
Company's financial years ended December 31, 1998 and 1999.
All reports and other documents subsequently filed by the Company pursuant
to the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents. Any statement contained in any document, all or a portion of which is
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 or incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Experts. The consolidated financial statements of the Company which are
included in the Registration Statement filed on Form 10SB on August 13, 1999 of
the Company have been audited by Grant Thornton LLP, Chartered Accountants,
independent auditors, and their predecessors, Spicer Jeffries & Co., as set
forth in their reports thereon included therein and incorporated herein by
reference. Such financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Grant Thornton LLP, Chartered Accountants
pertaining to such financial statements (to the extent covered by consents filed
with the Securities and Exchange Commission) given upon the authority of such
firm as experts in accounting and auditing.
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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Section 145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer or agent of
the corporation or another enterprise if serving at the request of the
corporation. Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner the person 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 reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court of chancery or the court in which
such action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses that the court shall deem proper. Section 145 further provides that to
the extent a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually or reasonably incurred by such
person in connection therewith.
As permitted by the Delaware General Corporation Law, the Company has
included a provision in its Ninth Restated Certificate of Incorporation that,
subject to certain limitations, eliminates the ability of the Company and its
stockholders to recover monetary damages from a director of the Company for
breach of fiduciary duty as a director. Article VI of the Company's Bylaws
provides for indemnification of the Company's directors and officers and
advancement of expenses to the extent otherwise permitted by Section 145.
As authorized by Section 145 of the Delaware General Corporation Law, the
Company has obtained, on behalf of its directors and officers, insurance
protection against certain liabilities arising out of the discharge of their
duties, as well as insurance covering the Company for indemnification payments
made to its directors and officers for certain liabilities. The premiums for
such insurance are paid by the Company.
ITEM 7. Exemption from Registration Claimed.
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Not applicable.
ITEM 8. Exhibits.
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The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit Number Description
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4 Registrant's Articles of Incorporation,
Articles of Amendment, and By-laws
(incorporated by reference to Exhibits 3.1
and 3.2 to Registrant's Statement on
Form 10-KSB, filed August 13, 1999).
4.1 Registrant's 2001 Equity Compensation Plan
5.1 Opinion of Blume Law Firm, P.C.
23.1 Consent of Grant Thornton LLP, Chartered Accountants
23.2 Consent of Blume Law Firm, P.C. (contained in
the opinion of counsel filed as Exhibit 5.1)
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:
(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 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; and
(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 Exchange Act 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 that remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Scottsdale, Arizona, on June 28, 2001.
E-VIDEOTV, INC.
By: /s/ Charles J. Weber
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Charles J. Weber
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Charles J. Weber 6/29/2001
- -------------------- President and ---------
Charles J. Weber Chief Executive Officer
/s/ Roy B. Bennett 6/29/2001
- ------------------ Director of Research ---------
Roy B. Bennett and Development
/s/ Robert G. Dinning 6/29/2001
- --------------------- Chief Financial Officer ---------
Robert G. Dinning and Director
/s/ Harvey Nickerson 6/29/2001
- -------------------- Chief Technology Officer ---------
Harvey Nickerson and Director
E-VIDEOTV, INC.
INDEX
Exhibit Number Description
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4 Registrant's Articles of Incorporation,
Articles of Amendment, and By-laws
(incorporated by reference to Exhibits 3.1
and 3.2 to Registrant's Statement on
Form 10-SB, filed August 13, 1999).
4.1 Registrant's 2001 Equity Compensation Plan
5.1 Opinion of Blume Law Firm, P.C.
23.1 Consent of Grant Thornton LLP, Chartered Accountants
23.2 Consent of Blume Law Firm, P.C. (contained in
the opinion of counsel filed as Exhibit 5.1)