UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST EFFECTIVE AMENDMENT #1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HIGHLAND HOLDINGS INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 95-3811580
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5075 WARNER AVENUE SUITE "B"
HUNTINGTON BEACH, CA 92649
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
EMPLOYEE STOCK BONUS PLAN 2000 AND EMPLOYEE STOCK BONUS PLAN 2001
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(Full title of Plan)
JOHN DEMOLEAS, PRESIDENT
HIGHLAND HOLDINGS INTERNATIONAL, INC.
5075 WARNER AVENUE
HUNTINGTON BEACH, CA 92649
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(Name and address of agent for service)
(714) 377-2188
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(Telephone number, including area code, of agent for service)
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 (1) Share (2) Price Registration Fee
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Common Stock, $.001 par 200,000 shares $ .60 $120,000.00 $31.68
Value Per Share
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan(s) described herein.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the bid and
asked prices of the Company's common stock as reported within five business days
prior to the date of this filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act"). Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Report on Form 10-SB with year end financials for the year
ended December 31, 1999 (the "Annual Report") filed by the Company (SEC
File No. 000-28461) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with the Commission on December 10, 1999 and amended
on February 8, 2000; March 4, 2000; June 30, 2000 and October 19, 2000
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Annual Report referred
to in (a) above including the Company's Quarterly Reports on Form 10-QSB
for the fiscal quarters ended March 31, 2000, June 30, 2000 and September
30, 2000; and
(c) 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
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference
and to be part hereof from the date of filing of such documents.
Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference
herein or therein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement and the
Prospectus.
All documents incorporated by reference herein will be made available to
all participants in the Employee Stock Bonus Plan without charge, upon
written or oral request. Other documents required to be delivered to
participants pursuant to Rule 428(b)(1) under the Securities Act of 1933
are also available without charge, upon written or oral request. All
requests for documents shall be directed to:
John Demoleas
Highland Holdings International, Inc.
5075 Warner Avenue Suite "B"
Huntington Beach, CA 92649
(714) 377-2118
ITEM 4. DESCRIPTION OF SECURITIES.
There are 20,000,000 authorized shares of Common Stock $.001 par value per
share. The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. In addition,
such holders are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefore, subject to the payment of preferential dividends with
respect to any Preferred Stock that from time to time may be outstanding. In the
event of the dissolution, liquidation or winding-up of the Company and subject
to the prior distribution rights of the holders of any Preferred Stock that may
be outstanding at that time, all outstanding shares of Common Stock are fully
paid and nonassessable. The Company's Certificate and Articles of Incorporation,
as amended, and Bylaws do not provide for preemptive rights or cumulative voting
rights for stockholders. Additionally, there are no provisions in the
aforementioned documents that would delay, defer or prevent a change in control
of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Section 145 of the Delaware Corporation
Law (the "DCL") provides authority for broad indemnification of officers,
directors, employees and agents of a corporation, with certain specified
exceptions.
Article VII of the Company's Restated Articles of Incorporation provides that
the Company shall have the power to indemnify its directors, officers, employees
and agents to the fullest extent allowed by the DCA.
At the present time, the Company does not have any officer-director liability
insurance, nor does the Company have indemnification agreements with any of its
directors, officers, employees or agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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 the Registration Statement
a.) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
b.) 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, represents a fundamental change in the
information set forth in the Registration Statement;
c.) 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 1(a) and 1(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
(3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(B) 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 described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the 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 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.
(C) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in 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.
SIGNATURES
The Registrant: 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 Englewood Cliffs, State of New Jersey, on January 17,
2001.
HIGHLAND HOLDINGS INTERNATIONAL, INC.
By: /s/ John Demoleas
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John Demoleas, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
/s/ John Demoleas /s/ George Nadas
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John Demoleas George Nadas
Director, President Director and Secretary
January 17, 2001 January 17, 2001
HIGHLAND HOLDINGS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
AMENDED FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO. DESCRIPTION
4.3 Employee Stock Bonus Plan 2001
4.4 Opinion of the Law Office of Ina P. Kagel, as to the validity of
the securities registered hereunder.
4.5 Consent of the accounting firm Thomas Monahan
EXHIBITS PREVIOUSLY FILED
4.1 Articles of Incorporation of the Registrant, as amended.
4.2 Bylaws of the Corporation
4.3 Employee Stock Bonus Plan
4.4 Specimen Share Certificate