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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY 23, 2004
REGISTRATION NO. 333-________
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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OHANA ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-2312900
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7275 MURDY CIRCLE
HUNTINGTON BEACH, CALIFORNIA 92647
310-456-3199
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
CONSULTING AGREEMENTS
CATHERINE THOMPSON
CHIEF FINANCIAL OFFICER
OHANA ENTERPRISES, INC.
7275 MURDY CIRCLE
HUNTINGTON BEACH, CALIFORNIA 92647
310-456-3199
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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COPY TO:
CATHRYN S. GAWNE, ESQ.
SILICON VALLEY LAW GROUP
152 NORTH THIRD STREET, SUITE 900
SAN JOSE, CALIFORNIA 95112
(408) 286-6100
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If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE FEE
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Common Stock,
$.001 par value 4,261,470 shares $ 0.14 $ 596,605.80 $ 75.59
Total 4,261,470 shares $ 0.14 $ 596,605.80 $ 75.59
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I are being
separately provided to the Registrant's consultants as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this registration
statement:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended June
30, 2003, filed with the Securities and Exchange Commission;
(b) The Registrant's Quarterly Reports on Form 10-QSB for the quarterly
period ended September 30, 2003, filed with the Securities and Exchange
Commission;
(c) All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's common stock is registered under Section 12 of the
Exchange Act; however, there is no current registration statement filed under
the Exchange Act containing a description of such common stock. The following
describes the Registrant's common stock:
Subject to the rights of holders of any series of preferred stock that may
from time to time be issued, holders of common stock are entitled to one vote
per share on matters acted upon at any stockholders' meeting, including the
election of directors, and to dividends when, as and if declared by the Board of
Directors out of funds legally available therefore. There is no cumulative
voting and the common stock is not redeemable. In the event of any liquidation,
dissolution or winding up of the Registrant, each holder of common stock is
entitled to share ratably in all assets of the Registrant remaining after the
payment of liabilities and any amounts required to be paid to holders of
preferred stock, if any. Holders of common stock have no preemptive or
conversion rights and are not subject to further calls or assessments. All
shares of common stock now outstanding are fully paid and non-assessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws require the Registrant to indemnify, to the fullest
extent allowed by applicable law, any person who serves or who has served at any
time as a director or an officer of the Registrant, and any director or officer
who, at the request of the Registrant, serves or at any time has served as a
director or officer, employee, or agent of another corporation, or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against any and all liabilities
and loss suffered and reasonable expenses incurred in connection with any claim,
action, suit, or proceeding to which such director or officer is made a party,
or which may be asserted against him, because he is or was a director or an
officer.
Section 145 of the Delaware General Corporation Law authorizes the
indemnification of directors and officers against liability incurred by reason
of being a director, officer, employee or agent and against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative. Unless an action is brought by, or in the right of the
corporation, this indemnification applies where the indemnified party acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. Indemnification in criminal actions or
proceedings is available where the officer or director had no reasonable cause
to believe his conduct was unlawful.
The above discussion of the Registrant's Bylaws and the Delaware General
Corporations Law is only a summary and is qualified in its entirety by the full
text of each of the foregoing.
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ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this registration statement:
Exhibit Number Description of Exhibit
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5.1 Opinion of Silicon Valley Law Group.
23.1 Consent of Lucas, Horsfall, Murphy and Pindroh, LLP.
23.2 Consent of Silicon Valley Law Group (included in Exhibit 5.1).
99.1 Consulting Agreement, dated August 25, 2003, by and between
Interactive Ideas Consulting Group and the Registrant.
99.2 Amendment to Consulting Agreement, dated as of January 2,2004, by
and between Interactive Ideas Consulting Group and the
Registrant.
99.3 Letter Agreement, dated February 13, 2004 with the Law Offices of
David L. Kagel.
99.4 Compensation Agreement dated as of February 18, 2004, by and between
David L. Kagel Esq. and the registrant
99.5 Consulting Agreement dated January 2, 2004 by and between
808 Technologies, Inc.
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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 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 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 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 the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, 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 of 1933 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 of 1933 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 Malibu, State of California, on February 23, 2004.
OHANA ENTERPRISES, INC.
By: /s/ Catherine Thompson
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Catherine Thompson
Chief Financial Officer
(Principal Financial Officer and
Principal Financial Officer)
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.
SIGNATURE TITLE DATE
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/s/ Catherine Thompson Chief Financial Officer FEBRUARY 23, 2004
- ----------------------- and a Director ------------------
Catherine Thompson
/s/ Director
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Michael Avatar
/s/ Dennis Thompson Director FEBRUARY 23, 2004
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Dennis Thompson
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EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement:
Exhibit Number Description of Exhibit
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5.1 Opinion of Silicon Valley Law Group.
23.1 Consent of Lucas, Horsfall, Murphy and Pindroh, LLP.
23.2 Consent of Silicon Valley Law Group (included in Exhibit 5.1).
99.1 Consulting Agreement, dated August 25, 2003, by and between
Interactive Ideas Consulting Group and the Registrant.
99.2 Amendment to Consulting Agreement, as of January 2, 2004, by
and between Interactive Ideas Consulting Group and the
Registrant.
99.3 Letter Agreement, dated February 13, 2004 with the Law Offices of
David L. Kagel.
99.4 David L. Kagel Compensation Agreement.
99.5 Consulting Agreement dated January 2, 2004 by and between
808 Technologies, Inc.
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