UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SNELLING TRAVEL, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 58-2368425
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4636 Village Drive
Fernandina, Florida 32034
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(Address of Principal Executive Offices including zip code)
Compensation and Consulting Agreements
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(Full name of the plans)
Gregory Simonds
4636 Village Drive
Fernandina, Florida 32034
(Name and address of agent for service)
(904) 261-7711
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(Telephone number, including area code, of agent for service)
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
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Total Number of Pages: 8
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Exhibit Index begins on sequentially numbered page: 8
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
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$.01 par 6,000,000 $0.37(1) $2,220,000 $203.00
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(1) Pursuant to Rule 457(h), the maximum aggregate offering price (estimated
solely for the purpose of calculating the registration fee based upon the
average of the bid and asked price of the Registrant's Common Stock as of August
6, 2002): 6,000,000 shares with a value of $0.37 per share.
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Snelling Travel, Inc. has previously entered into agreements with third
party consultants, officers, directors and attorneys for the issuance of our
common stock in exchange for services these individuals provided. In
consideration for increasing the scope of the continuing services rendered and
to be rendered to the Company until such time as we generate sufficient cash
flow from operations, and in order to compensate our consultants, officers,
directors and attorneys, we prepared this Form S-8 registration statement to
provide for the issuance of shares, as described below.
We have agreed to issue up to 6,000,000 shares for corporate consulting and
legal services to us as well as for the payment of compensation to certain
officers and directors.
Item 2. Registrant Information and Employee Plan Annual Information.
We shall provide consultants, officers, directors and attorneys, without
charge upon their written or oral request the documents incorporated by
reference herein in Item 3 of Part II of this Registration Statement. We shall
also provide the consultants and attorneys, without charge, upon their written
or oral request, with all other documents required to be delivered to them
pursuant to Rule 428(b) under the Act. Any and all such requests shall be
directed to us at our place of business as reflected in this Registration
Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
(A) Forms 10-KSB filed April 15, 2002 and March 27, 2001;
(B) Form 10-KSB filed May 20, 2002;
(C) All other reports which may be filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of
the fiscal year covered by Registrant's Form 10-KSB for the year ended
December 31, 2001, prior to the filing of a post effective amendment
to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold.
(D) Any statement contained in a document incorporated or deemed to be
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 herein or in any other subsequently filed
document which also is or is deemed to be 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.
Item 4. Description of Securities.
We are registering up to 6,000,000 shares of our common stock, par value of
$0.00 per share. Each holder of our common stock is entitled to one vote per
share of common stock standing in such holder's name on our records on each
matter submitted to a vote of our stockholders, except as otherwise required by
law. Holders of our common stock do not have cumulative voting rights so that
the holders of more than 50% of the combined shares of our common stock voting
for the election of directors may elect all of the directors if they choose to
do so and, in that event, the holders of the remaining shares of our common
stock will not be able to elect any members to our board of directors. Holders
of our common stock are entitled to equal dividends and distributions, per
share, when, as and if declared by our board of directors from funds legally
available. Holders of our common stock do not have pre-emptive rights to
subscribe for any of our securities nor are any shares of our common stock
redeemable or convertible into any of our other securities. If we liquidate,
dissolve or wind up our business or affairs, our assets will be divided up
pro-rata on a share-for-share basis among the holders of our common stock after
creditors and preferred shareholders, if any, are paid.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
Under the Nevada Business Associations Act (the "Business Association Act")
Title 7, Chapter 78, directors of the Company will be liable to the Company or
its shareholders for (a) the amount of a financial benefit received by the
director to which the director is not entitled; (b) an intentional infliction of
harm on the Company or its shareholders; (c) certain unlawful distributions to
shareholders; and (d) an intentional violation of criminal law. These provisions
do not limit or eliminate the rights of the Company or any shareholder to seek
non-monetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care.
The Company's Articles require the Company to indemnify each director and
officer of the Company and his or her respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in connection
with any action, suit, or proceeding to which he or she may be made a party by
reason of the fact that he or she is or was a director or officer of the
Company, to the full extent permitted by the laws of the state of Nevada now
existing or as such laws may hereafter be amended. The expenses of officers and
directors incurred in defending a civil or criminal action, suit, or proceeding
shall be paid by the Company 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 or she is not
entitled to be indemnified by the Company.
The Company may, at the discretion of the board of directors, indemnify any
person who is or was a party or is threatened to be made party to any
threatened, pending, or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he or she
is or was a director, officer, employee, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another company, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the defense or settlement of the action or suit,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the Company, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such a person shall have been adjudged to be liable to the Company, unless
and only to the extent that the court in which the action or suit was brought
shall determine on the application that despite the adjudication of liability
but in the view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as to the court deems proper.
The Company's Bylaws permit the Company to purchase and maintain insurance
on behalf of any Director, Officer, Agent or employee whether or not the Company
would have the power to indemnify such person against the liability insured
against.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed:
Exhibit I. See Exhibits in Exhibit Index following the Signature Page.
Item 9. Undertakings:
We hereby undertake:
(a) 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.
(b) To file, during any period in which offers or sales are being made, a
post- effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the Securities
Act of 1933, as amended, 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.
(d) We hereby undertake that, for the purposes of determining any liability
under the Securities Act of 1933, as amended, each filing of our 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.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the we have 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 against
such liabilities (other than payment by us of expenses paid or incurred by a
director, officer or controlling person of us 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, we 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.
SIGNATURE PAGE
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Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Fernandina, the state of Florida, on the 12th day of
August, 2002.
Snelling Travel, Inc.
/s/ Rollins C. Snelling, Jr
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By: Rollins C. Snelling, Jr
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Title: President and Director
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statements has been signed by the following persons in the
capacities and on the date indicated.
Dated: Fernandina, Florida
August 12, 2002
Snelling Travel, Inc.
/s/ Rollins C. Snelling, Jr
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By: Rollins C. Snelling, Jr
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Title: President and Director
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EXHIBIT INDEX
EXHIBIT NUMBER ITEM
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5.1 Opinion regarding legality by Law Office of L. Van Stillman, PA
23.1 Letter on audit report (consent of independent auditors)
from Horton & Company, LLC