UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DIGITALROOSTER.COM LIMITED
(Name of Small Business Issuer in its Charter)
Ontario, Canada None
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
366 Bay Street, 12th Floor, Toronto M5H4B2
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (416) 815-1771
DIGITALROOSTER.COM LIMITED
2002 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
(Full title of the plan)
John A. Van Arem, Principal Executive Officer
366 Bay Street, 12th Floor
Ontario, Canada
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT MAXIMUM AGGREGATE REGISTRATION
TO BE TO BE OFFERING OFFERING FEE (1)
REGISTERED REGISTERED PRICE PRICE
PER SHARE
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Common Stock 9,000,000 (2) $0.08 $720,000 $66.24
$.001 par value
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based on the average of the bid and asked price
quoted on the OTC BB for the Company's Common Stock as of April 8, 2002, which
is within five (5) days prior to the date of filing of this registration
statement.
(2) Represents the maximum number of shares which may be issued under the
DIGITALROOSTER.COM LIMITED Employee/Consultant Stock Compensation Plan (the
"Plan").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
(1) The Registrant's Annual Report for the fiscal year ended March 31,
2001.
(2) All other reports filed by the Registrant with the Commission pursuant
to Section 13(a) or Section 15(d) of the Exchange Act since the end of the
fiscal year covered by the Registrant's Annual Report referred to above; and
(3) The description of the Common Stock or the Registrant contained in the
Registrant Registration Statement.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all Securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part thereof from the date of
filing of such documents , shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Digitalrooster.com Inc.'s articles of incorporation, as amended, provide
that (a) to the fullest Extent permitted by law, no director or officer of
Digitalrooster.com Inc. shall be personally liable to Digitalrooster.com Inc. or
its Shareholders for damages for breach of any duty owed to Digitalrooster.com
Inc. or its Shareholders, and (b) Digitalrooster.com Inc. shall have the power,
in its by-laws or in any resolution of its Shareholders or directors to
undertake to indemnify the officers and directors of Digitalrooster.com Inc.
against any contingency or peril as may be determined to be in the best interest
of Digitalrooster.com Inc., and in conjunction therewith, to procure, at
Digitalrooster.com Inc.'s expense, policies of insurance. The provisions of the
Ontario Business Corporation Act that authorize indemnification do not eliminate
the duty of care of a director or officer, and in appropriate circumstances
equitable remedies such as injunctive or other forms of no monetary relief will
remain available under Florida law. In addition, each director and officer will
continue to be subject to liability for:
(1) Violations of the criminal law, unless the director or officer had
reasonable cause to believe his conduct was lawful or had no reasonable
cause (0 believe his conduct was unlawfully;
(2) Deriving an improper personal benefit from a transaction;
(3) with respect to a director, voting for or assenting to an unlawful
distribution; and
(4) Willful misconduct or a conscious disregard for the best interests of
Digitalrooster.com Inc in a proceeding by or in the right of
Digitalrooster.com Inc. to procure a judgment in its favor or in a
proceeding by or in the right of a Shareholders.
The statute does not affect a director's or officer's responsibilities
under any other law, such as the federal securities laws or state or federal
environmental laws.
Digitalrooster.com Inc. has entered into indemnification agreements with
certain of its officers and/or directors containing provisions which may require
Digitalrooster.com Inc. to, among other things, indemnify its officers and
directors against liabilities that may arise by reason of their status or
service as officers or directors, other than liabilities arising from willful
misconduct of culpable nature, and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified. In
addition, Digitalrooster.com Inc. has obtained officer and director liability
insurance with respect to liabilities arising out of certain matters, including
matters arising under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
Digitalrooster.com Inc. pursuant to the foregoing provisions, or otherwise,
Digitalrooster.com Inc. 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 * Opinion of Mintmire & Associates
10.35 * DIGITALROOSTER.COM LIMITED Employee/Consultant Stock Compensation Plan
23.1 * Consent of Mintz & Partners LLP.
23.2 * Consent of Mintmire & Associates (contained in the opinion filed as
Exhibit 5.1 hereof)
(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) (1) to file, during any period in which it offers or sells securities,
a post effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, to treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona fide offering;
(3) to remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 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 this
counsel that 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
jurisdiction of such issue.
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, in the City of West Palm Beach, Florida,
on April 21, 2000.
DIGITALROOSTER.COM LIMITED
By: /s/ John A. VanArem
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John A. Van Arem,
Principle
Executive 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/ John A. VanArem
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John A. Van Arem Principle Executive Officer 05/13/2002