As filed with the Securities and Exchange Commission on October 30, 2001
Registration No. 333-_________
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Future Carz, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0431029
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8930 East Raintree, Suite #300, Scottsdale AZ 85260
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 444-0080
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N/A
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(Registrant's former address) (Zip code)
Agreements Between The Company and
Jeffrey Halbirt, Mary Reynolds, Gemini Capital, L.L.C., and Michael W. Heisler
(Full title of the plans)
Corporate Agents of Nevada, Inc.
4955 S. Durango, Suite 216
Las Vegas, Nevada 89113
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(Name and address of agent for service)
(702) 948-7501
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(Telephone number, including area code, of agent for service)
COPIES OF COMMUNICATIONS 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
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per unit price fee
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Common Stock, par 1,350,000 Shares $0.43 $580,500 $145.13
value, $.001 per
share
*Estimated solely for purposes of calculating the registration fee. Calculated
in accordance with Rule 457(c) under the Securities Act of 1933 based upon the
average of the bid and asked price of Common Stock of Future Carz, Inc. as
reported on the NASD OTC bulletin board on October 24, 2001.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
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The Company is offering shares of its common stock to various individuals
for consulting services on the Company's behalf. This issuance of shares is
being made pursuant to consulting agreements between the Company and the
individuals. The Company has equated this number of shares to the value of the
consulting services provided or to be provided by these individuals. The shares
issued hereunder will not be subject to any resale restrictions. The following
individuals will receive the number of shares listed next to their names:
Registered Restricted
Name Shares Shares*
Jeffery Halbirt 750,000 200,000
Michael W. Heisler 200,000 0
Mary Reynolds 100,000 100,000
Gemini Capital, L.L.C. 300,000 50,000
* The Restricted Shares will be subject to the provisions of Rule 144 of the
Securities Act of 1933 and are not being registered in this Form S-8 filing.
The consultant Michael W. Heisler is the brother of Edward C. Heisler,
President of the Company. The consulting agreement between Michael W. Heisler
and the Company is no more favorable than those between the other consultants
and the Company. The documents containing the information specified in this Part
I of Form S-8 will be sent or given to the consultants as specified by
Securities and Exchange Commission Rule 428(b)(1).
PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Future Carz, Inc., a Nevada corporation (the Company"),
are incorporated herein by reference:
(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;
(b) The Company's Quarterly Reports on Form 10-QSB for the quarter
ended March31, 2001, filed with the Commission on May 29, 2001,
and for the quarter ended June 30, 2001, filed with the
Commission on August 30, 2001;
(c) The Registration Statement on Form 10SB, filed pursuant to the
Securities Act of 1934, as amended (the "Exchange Act"),
originally filed by the Company on February 10, 2000, as amended
("Form 10SB"), containing audited financial statements for the
Company's financial years ended December 31, 1998 and 1999;
(d) All other reports of the Company filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year ended December 31, 1999; and
(e) All documents subsequently filed by the registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act during
the effectiveness of this registration statement.
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 February 10, 2000
of the Company have been audited by G. Brad Beckstead, CPA, as set forth in his
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 Stark Winter Schenkein & Co., L.L.P. 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.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The shares registered herein are being issued to the consultants for
services provided to the Registrant. Neither the Registrant's Accountants nor
any other experts named in the registration statement has any equity or other
interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY 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 THEREFORE UNENFORCEABLE.
In addition, Section 78.751 of the Nevada General Corporation Laws provides
as follows:
78.751 Indemnification of officers, directors, employees and agents; advance of
expenses.
1. A corporation may 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, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action,
suitor proceeding if he acted in good faith and in a manner which he
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 his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his conduct was
unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court
or advanced pursuant to subsection 5, must be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances. The determination must be made: (a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting o
directors who were not parties to act, suit or proceeding; (c) If a
majority vote of a quorum consisting of directors who were not parties to
the act, suit or proceeding so orders, by independent legal counsel in a
written opinion; or (d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot to obtained, by independent
legal counsel in a written opinion; or
5. The Articles of Incorporation, the Bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal, suit or proceeding must be paid
by the corporation 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 be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than the directors or officers may be entitled
under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) Does not exclude any other rights
to which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of expenses made pursuant
to subsection 5, may not be made to or on behalf of any director or officer
if a final adjudication establishes that his act or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action. (b) Continues for a person who has ceased
to be a director, officer, employee or agent and endures to the benefit of
the heirs, executors and administrators of such a person. Insofar as
indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Registrant's Articles of Incorporation, Articles of Amendment, and By-laws
(incorporated by reference to Exhibits 3.1 and 3.2 of Registrant's Statement
on Form 10-SB, filed February 10, 2000).
4.11 Consulting Agreement between Future Carz, Inc. and Jeffrey Halbirt
4.12 Consulting Agreement between Future Carz, Inc. and Michael W. Heisler
4.13 Consulting Agreement between Future Carz, Inc. and Mary Reynolds
4.14 Consulting Agreement between Future Carz, Inc. and Gemini Capital, L.L.C.
5.3 Opinion of Blume Law Firm, P.C.
23.3 Consent of Blume Law Firm, P.C. (included in Exhibit 5.3).
23.4 Consent of Stark Winter Schenkein & Co. L.L.P.
23.5 Consent of G. Brad Beckstead, C.P.A.
24.3 Power of Attorney (included in signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 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.
(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 Company hereby undertakes that, for purposes 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 (and, where
applicable, each filing of an employee benefit plan's 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 Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 payment by the Company of expenses paid
or incurred by a director, officer or controlling person of the
Company 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 Company 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, the Company
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 Las Vegas, the State of Nevada, on this 26 day of
October, 2001.
Future Carz, Inc.
By: /s/ Ed Heisler
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Ed Heisler, President
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 dates indicated:
October 26, 2001
/s/ Ed Heisler
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Ed Heisler
President, Secretary, Treasurer, Sole Director
FUTURE CARZ, INC.
INDEX
Exhibit 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
of Registrant's Statement on Form 10-SB, filed February 10, 2000).
4.11 Consulting Agreement between Future Carz, Inc. and Jeffrey Halbirt
4.12 Consulting Agreement between Future Carz, Inc. and Michael W.
Heisler
4.13 Consulting Agreement between Future Carz, Inc. and Mary Reynolds
4.14 Consulting Agreement between Future Carz, Inc. and Gemini Capital,
L.L.C.
5.3 Opinion of Blume Law Firm, P.C.
23.3 Consent of Blume Law Firm, P.C. (included in Exhibit 5.3).
23.4 Consent of Stark Winter Schenkein & Co., L.L.P.
23.5 Consent of G. Brad Beckstead, C.P.A.
24.3 Power of Attorney (included in signature page).