UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Exotics.com, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-29441 87-0640430
(State of Incorporation) (SEC File No.) (I.R.S. Employer ID No.)
8484 Wilshire Blvd., Suite 700, Beverly Hills, California 90211
(Address of Principal Executive Offices) (Zip Code)
Legal Services Plan
(Full title of the plan)
Chapman & Flanagan, Ltd.
777 N. Rainbow Blvd., Suite 390
Las Vegas, Nevada 89107
(Name and address of agent for service)
(702) 650-5660
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
-------------------------------
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share (1)
- ---------- ---------- --------- ----------- ------------
Common 150,000 $3.33 $499,500.00 $124.88
Stock Shares
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated as the average of the bid and asked prices on
June 11, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The Company is offering the following shares of its common stock
to the following individuals for their legal services performed
on the Company's behalf. The issuance of these shares are being
made pursuant to a Legal Services Plan (the "Plan") adopted by
the Board of Directors on June 11, 2001. The Board has equated
these number of shares to the value of the legal services
provided by these individuals. The shares issued hereunder will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:
Daniel G. Chapman 71,500 shares for legal services
Sean P. Flanagan 71,500 shares for legal services
Sandy Maini 3,000 shares for legal services
Deborah K. Talbert 3,000 shares for legal services
Loree Richards 1,000 shares for legal services
The legal services for whom these shares are being issued are not
in connection with any offer or sale of securities in a capital
raising transaction and does not directly or indirectly promote
or maintain a market for the securities of the Company.
Item 2. Registrant Information and Employee Plan Annual
Information.
The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated by reference into this Registration Statement are
the contents of the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2001 and the Company's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 2000. All
documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration
Statement and prior to the termination of the offering shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
Registration Statement and to be a part hereof from the date of
filing of such documents. 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 such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The Company will provide without charge to each person to whom a
copy of this Registration Statement is delivered, on the written
or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference into this Registration Statement, other
than certain exhibits to such documents. Requests for such
copies shall be directed to Shareholder Relations, Exotics.com,
Inc., 8484 Wilshire Blvd., Suite 700, Beverly Hills, California
90211, telephone (310) 205-6400.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Certain of the shares being registered herein are being issued
to the Registrant's attorneys for services provided to the
Registrant. Neither the Registrant's Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.
Item 6. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
- -------------- ------------
4.1 The Company's Articles of Incorporation, which
define the rights of holders of the equity
securities being registered. (Incorporated by
reference to Exhibit 3(i) to the Registration
Statement on Form 10-SB filed February 10, 2000).
4.2 The Company's By-Laws, which define the rights of
holders of the equity securities being registered.
(Incorporated by reference to Exhibit 3(ii) to the
Registration Statement on Form 10-SB filed
February 10, 2000).
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd.
(Filed herewith.)
23.1 Consent of Andersen Andersen and Strong, L.L.C.,
Certified Public Accountants. (Filed herewith.)
23.2 Consent of Counsel. (Included in Exhibit 5.1.)
Item 9. Undertakings.
The registrant makes the following undertakings:
(a) (1) (i) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement:
(ii) 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 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
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
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 indemnification is permitted to directors, officers
and controlling personas 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 the 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 of such corporation it
is the opinion of the SEC that any such indemnification is
against public policy.
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 authorize, in the City
of Beverly Hills, State of California on June 12, 2001.
(Registrant) Exotics.com, Inc.
By /s/ Firoz Jinnah
Firoz Jinnah, Principal
Executive Officer and
Principal Financial and
Accounting 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 date indicated.
Signature Title Date
- --------- ------ ----
/s/ Firoz Jinnah President, June 12, 2001
Firoz Jinnah Secretary,
Treasurer, and
Director
PART III
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4.1 The Company's Articles of Incorporation, which
define the rights of holders of the equity
securities being registered. (Incorporated by
reference to Exhibit 3(i) to the Registration
Statement on Form 10-SB filed February 10, 2000).
4.2 The Company's By-Laws, which define the rights of
holders of the equity securities being registered.
(Incorporated by reference to Exhibit 3(ii) to the
Registration Statement on Form 10-SB filed
February 10, 2000).
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd.
(Filed herewith.)
23.1 Consent of Andersen Andersen and Strong, L.L.C.,
Certified Public Accountants. (Filed herewith.)
23.2 Consent of Counsel. (Included in Exhibit 5.1.)