As Filed with the Securities and Exchange Commission on June 28, 2001
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
enSurge, Inc.
[Formerly iShopper.com, Inc.]
(Exact name of registrant as specified in its charter)
Nevada 87-0431533
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
435 West Universal Circle
Sandy, Utah 84070
(Address of Principal Executive Offices) (Zip Code)
STOCK UNDERLYING VARIOUS
CONSULTING AGREEMENTS
BETWEEN REGISTRANT AND
CONSULTANTS OF THE REGISTRANT
FROHLING, HUDAK & PELLEGRINO, LLC
425 Eagle Rock Avenue
Roseland, New Jersey 07068
(Name and address, including zip code of agent for service)
(973) 226-4600
(Telephone number, including area code, of agent for service)
CALCULTATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Offering Registration
Registered Registered per Share* Price* on Fee
- ---------- ----------- ---------- -------- ----------
Common 5,550,000 $.05 $227,500 $73.26
Stock, Par
Value $.001
Per Share
Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) on the basis of the
average of the low bid and ask prices of the Common Stock of the
Registrant as traded in the over-the-counter market and reported
in the Electronic Bulletin Board of the National Association of
Securities Dealers on June 26, 2001.
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PART I
DESCRIPTION OF EXECUTIVE, EMPLOYMENT AND CONSULTING AGREEMENTS
The following table sets forth the number of shares of
Common stock issued or authorized to be issued pursuant to
certain Consulting Agreements attached.
Number of
Shares covered
by this
Compensation Registration
Agreement Statement
- ------------------ ---------------------------------- ----------------
Matthew Carley Consulting Agreement June 15, 2001 2,650,000 shares
Matthew Duffy Consulting Agreement June 15, 2001 2,650,000 shares
Frohling, Hudak & Letter of Engagement dated June 26, 2001 250,000 shares
Pellegrino, LLC
TOTAL 5,550,000 shares
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in
this registration statement:
(a) Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2000, filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) Registrant's quarterly reports on Form 10-QSB for the
fiscal quarters ending June 30, 2000, September 30, 2000
and March 31, 2001.
All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14, and 15(d) of the Securities Act and Sections
13(a), 13(c), and 14 of the Exchange Act after the date of this
registration statement and prior to the filing of a post-
effective amendment to this registration statement which
indicates that all securities offered hereunder have been sold,
or which registers all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated
by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
The authorized capital stock of Registrant consists of one
hundred million shares (100,000,000), par value $.001 per share,
all of which are designated Common Stock par value $.001 per share.
As of June 16, 2001 there were approximately 77,639,875 shares of
Common Stock issued and outstanding.
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The holders of shares of Common Stock of the Registrant are
entitled to dividends when and as declared by the Board of
Directors from funds legally available therefore and, upon
liquidation, are entitled to share pro rata in any distribution
to shareholders. Holders of the Common Stock have one non-
cumulative vote for each share held. There are no preemptive,
conversion or redemption privileges, nor sinking fund provisions,
with respect to the Common Stock.
Stockholders are entitled to one vote of each share of
Common Stock held of record on matters submitted to a vote of
stockholders. The Common Stock does not have cumulative voting
rights. As a result, the holders of more than 50% of the shares
of Common Stock voting for the election of directors can elect
all of the directors if they choose to do so, and, in such event,
the holders of the remaining shares of Common Stock will not be
able to elect any person or persons to the board of directors of
Registrant.
Item 5. Interest of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation that the Board of
Directors may adopt modifications in the company's by-laws.
Pursuant to that authority the by-laws provide that no officer or
Director shall be personally liable for any obligations arising
out of any acts or conduct of said officer or Director performed
for or on behalf of the Corporation. The Corporation shall and
does hereby indemnify and hold harmless each person and his heirs
and administrators who shall serve at any time hereafter as a
Director or officer of the Corporation from and against any and
all claims, judgments and liabilities to which such persons shall
become subject by reason of his having heretofore or hereafter
been a Director or officer of the Corporation, or by reason of
any action alleged to have been heretofore or hereafter taken or
omitted to have been taken by him as such Director or officer,
and shall reimburse each such person for all legal and other
expenses reasonably incurred by him in connection with any such
claim or liability; including power to defend such person form
all suits as provided for under the provisions of the Nevada
Business Corporation Act; provided however, that no such person
shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of
his own negligence or willful misconduct. The rights accruing to
any person under the foregoing provisions of this section shall
not exclude any other right to which he may lawfully be entitled,
nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper
case, even though not specifically herein provided for. The
Corporation, its directors, officers, employees and agents shall
be fully protected in taking any action or making any payment or
in refusing so to do in reliance upon advice of counsel.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Company pursuant to the foregoing
provisions, the Registrant 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 the event that a claim for indemnification
against such liabilities (other than the payment by registrant of
expenses incurred 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, 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.
/3/
Except to the extent hereinabove set forth, there is no
charter provision, by-law, contract, arrangement or statute
pursuant to which any director or officer of registrant is
indemnified in any manner against any liability which he may
incur in his capacity as such.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed as a part of this Report or incorporated
herein by reference are as follows:
Exhibit
No. Item
4.1 Consulting Agreement between Matthew Carley and the
Registrant June 15, 2001.
4.2 Consulting Agreement between Matthew Duffy and the
Registrant June 15, 2001.
4.3 Letter of Engagement between Frohling, Hudak & Pellegrino,
LLC and Registrant June 26, 2001.
5.1 Opinion of Frohling, Hudak & Pellegrino, LLC, regarding the
legality of the securities being registered under this
Registration Statement.
24.1 Consent of Hansen Barnett & Maxwell, Independent Certified
Public Accountants and Auditors.
24.2 Consent of Crouch, Bierwolf & Chisolm, Independent Certified
Public Accountants and Auditors.
24.3 Consent of Frohling, Hudak & Pellegrino, LLC, (set forth in
the opinion of counsel included as Exhibit 5.1).
Item 9. Undertakings.
(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;
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(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 Securities Exchange Act of 1934 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 which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant'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
plans 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 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.
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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 Sandy, Utah on the 28th day of June, 2001.
By: /s/ Scott R. Hosking
-------------------------
Scott R. Hosking President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, the following persons in the capacities and on the date
indicated have signed this Registration Statement.
Signature Title Date
- --------------------------- ---------------------- -------------
By: /s/ Scott R. Hosking Chief Executive Officer June 28, 2001
- ---------------------------
By: /s/ George Denney Chairman of the Board of June 28, 2001
- --------------------------- Directors
By: /s/ Jeff A. Hanks Chief Financial and June 28, 2001
- --------------------------- Accounting Officer,
Secretary and Director
Majority of the Board of Directors
By: /s/ Director June 28, 2001
- --------------------------
By: /s/ Director June 28, 2001
- --------------------------
By: /s/ Director June 28, 2001
- --------------------------
Agreements (see attachments)
- --------------------------
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Signature on File
INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
No. Item
4.1 Consulting Agreement between Matthew Carley and the
Registrant June 15, 2001.
4.2 Consulting Agreement between Matthew Duffy and the
Registrant June 15, 2001.
4.3 Letter of Engagement between Frohling, Hudak & Pellegrino,
LLC and Registrant June 26, 2001.
5.1 Opinion of Frohling, Hudak & Pellegrino, LLC, regarding the
legality of the securities being registered under this
Registration Statement.
24.1 Consent of Hansen Barnett & Maxwell, Independent Certified
Public Accountants.
24.2 Consent of Crouch, Bierwolf & Chisolm, Independent Certified
Public Accountants.
24.3 Consent of Frohling, Hudak, & Pellegrino Counsel for
the Registrant (Set forth in the opinion of counsel included
as Exhibit 5.1).
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