UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SPICOLOGY, INC.
(Name of Small Business Issuer in its Charter)
California 91-2021595
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
809 Ocean Drive
Seal Beach, California 90740
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (805) 899-1299
YEAR 2001 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
(Full title of the plan)
(Name, address and telephone number of agent for service)
Kenneth G. Eade
827 State Street, #14
Santa Barbara, California 93101
(805) 560-9828 Fax: (805) 560-3608
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 1,000,000 $1.65 $1,650,000 $435.60
$.001 par value
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the average market value of
the Company's Common Stock as of 9/30/00 since there is no current market in
their stock.
(2) Represents the maximum number of shares which may be issued under the
Spicology, Inc. 2001 Employee/Consultant Stock Compensation Plan (the Plan).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the Securities
and Exchange Commission (the Commission) by the Registrant pursuant to the
Securities Exchange Act of 1934 (the Exchange Act) are incorporated by
reference in this Registration Statement:
(1) The Registrant's Initial Report on Form 8-A filed on October 3, 2001 and on
Form SB-2 filed November 30, 2000 as amended on May 21, 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 period
covered by the Form 10SB and the Form SB-2 and SB-2A referred to above and
includes Form 10QSB filed 10/18/01 for the quarter ended September 30, 2001, on
May 16, 2001 for the quarter ended June 30, 2001.
(3) The description of the Common Stock of the Registrant contained in the Form
SB-2 referred to above.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 3(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 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.
Section 317 of the California Corporations Code, as amended, provides for the
indemnification of Spicology, Inc.'s officers, directors, employees and agents
under certain circumstances, for any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
expenses includes without limitation attorneys' fees and any expenses, against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful.
Spicology, Inc.'s articles of incorporation provide: that the directors of the
company shall be protected from liability to the fullest extent permitted by
law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 * Kenneth G. Eade
10.35 *Spicology, Inc. Year 2001 Employee/Consultant Stock Compensation Plan
23.1 * Consent of Roger G. Castro, C.P.A.
23.2 * Consent of Kenneth G. Eade (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 Section10(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.
(b) 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, on November 15, 2001.
Spicology, Inc.
By: Rick Feinstein
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Rick Feinstein, President
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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Rick Feinstein President, Secretary, November 15, 2001
Treasurer & Sole Director
EXHIBIT 5.1 and 23.2
Kenneth G. Eade
827 State Street, #14
Santa Barbara, California 93101
(805) 560-9828 Fax: (805) 560-3608
November 15, 2001
Board of Directors
Spicology, Inc.
809 Ocean Drive
Seal Beach, California 90740
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about November
15, 2001, in connection with the registration under the Securities Act of 1933,
as amended, of 1,000,000 shares of the Company's Common Stock, par value .001
(exclusive of any securities associated therewith, the Stock) to be sold by you
pursuant to the Company's Year 2001 Employee/Consultant Stock Compensation
Plan. (the Plan).
As your counsel, we have examined the proceedings relating to and action taken
by you in connection with the adoption of the Plan.
It is our opinion that the 1,000,000 shares of the Stock that may be issued and
sold by the Company pursuant to the Plan, when issued and sold in the manner
provide in the Plan, will be validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In providing this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly yours,
Kenneth G. Eade
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Kenneth G. Eade, Attorney at Law
EXHIBIT 10.1
EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Spicology, Inc., by
allowing the Company to compensate employees and certain other consultants who
have provided bona fide services to the Company, through the award of Common
Stock of the Company.
II. DEFINITIONS.
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. Award means any grant of (i) Common Stock or (ii) options or warrants to
purchase Common Stock made under this Plan.
2. Board of Directors means the Board of Directors of the Company.
3. Code means the Internal Revenue Code of 1986, as amended.
4. Common Stock means the Common Stock of the Company.
5. Date of Grant means the day the Board of Directors authorized the grant of
an Award or such later date as may be specified by the Board of Directors as
the date a particular Award will become effective.
6. Consultant means any person or entity (i) who has rendered or will render
bona fide services to the Company, and (ii) who, in the opinion of the Board of
Directors, are in a position to make, or who have previously made, a
significant contribution to the success of the Company.
7. Subsidiary means any corporation that is a subsidiary with regard to as that
term is defined in Section 424(f) of the Code.
III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is November 1, 2000.
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administration of this Plan,
and will grant Awards under this Plan. Subject to the express provisions of
this Plan and applicable law, the Board of Directors shall have full authority
and sole and absolute discretion to interpret this Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan.
The determinations of the Board of Directors on the matters referred to in this
Section shall be conclusive. The Board of Directors shall have sole and
absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration
of this Plan unless it resulted from the member's willful misconduct.
V. STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 1,000,000 shares which number represents 1,000,000 shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems advisable.
II PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees and Consultants.
II GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have complete
discretion to determine when and to which Employees and Consultants Awards are
to be granted, and the number of shares of Common Stock as to which Awards
granted to each Employee and Consultant will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation,
the date of exercisability, exercise price and term of any Award which
constitutes an option or warrant to purchase Common Stock). No grant will be
made if, in the judgment of the Board of Directors, such a grant would
constitute a public distribution within the meaning of the Securities Act of
1933, as amended (the Act), or the rules and regulations promulgated
thereunder.
II DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an Award, the Company
shall deliver to the person who is the recipient of the Award, a certificate or
certificates registered in that person's name, representing the number of
shares of Common Stock that were granted. If applicable, each certificate shall
bear a legend to indicate that the Common Stock represented by the certificate
was issued in a transaction which was not registered under the Act, and may
only be sold or transferred in a transaction that is registered under the Act
or is exempt from the registration requirements of the Act.
IX. RIGHT TO CONTINUED ENGAGEMENT.
Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right
to continued engagement by the Company nor shall it interfere with or restrict
in any way the rights of the Company to discharge any Consultant or to
terminate any consulting relationship at any time.
X. LAWS AND REGULATIONS.
1. The obligation of the Company to sell and deliver shares of Common
Stock on the grant of an Award under this Plan shall be subject to the
condition that counsel for the Company be satisfied that the sale and delivery
thereof will not violate the Act or any other applicable laws, rules or
regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of
the Securities Exchange Act of 1934, as amended.
XI. TERMINATION OF THE PLAN.
The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.
XII. DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing the
granting of the Award and establishing the terms, if any, of participation.
EXHIBIT 23.1
Roger G. Castro
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Roger G. Castro
Certified Public Accountant
Oxnard, California
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in the Registration Statement of
Spicology, Inc., on Form S-8 to be filed on or about November 15, 2001, with
the Securities and Exchange Commission our report dated November 2, 2001, on
the financial statements of Spicology, Inc., which expresses an unqualified
opinion and includes an explanatory paragraph relating to a going concern
uncertainty appearing in the Form SB-2 for the period since inception, (March
21, 2000), ended September 30, 2000.
Roger G. Castro
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Roger G. Castro
Certified Public Accountant
Oxnard, California
November 15, 2001