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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 18, 2002
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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TORCHMAIL COMMUNICATIONS, 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)
2899 AGOURA ROAD, #168
WESTLAKE VILLAGE, CALIFORNIA 91367
818-991-6020
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
Consulting Agreements
GERARD NOLAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TORCHMAIL COMMUNICATIONS, INC.
2899 AGOURA ROAD, #168
WESTLAKE VILLAGE, CALIFORNIA 91367
818-991-6020
(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
ActSecurities Act of 1933, check the following box. [X]
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| CALCULATION OF REGISTRATION FEE |
+------------------------------------------------------------------------------+
| | | Proposed | Proposed | |
| Title of | | maximum | maximum | |
| each class | Amount | offering | aggregate | Amount of |
| of securities | to be | price per | offering | registration |
| to be registered | registered(2)| share(1) | price | fee(3) |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1) | 800,000 | $0.35 | $ 280,000 | $ 25.76 |
| | | | | |
+-------------------|--------------|-------------|--------------|--------------+
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
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.
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 March
31, 2002, filed with the Securities and Exchange Commission;
(b) The Registrant's Quarterly Reports on Form 10-QSB for the quarterly
period's ended June 30, 2002 and September 30, 2002 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
Securities Exchange Act "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 therefor. 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
nonassessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 us, 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 Corporations 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), judgements, 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.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this registration statement:
Exhibit Number Description of Exhibit
5.1 Opinion of Silicon Valley Law Group.
23.1 Consent of Silicon Valley Law Group (included in Exhibit 5.1).
23.2 Consent of Jones Simkins LLP
99.01 Consulting Agreement, dated September 1, 2001, by and between Byzantium,
Inc. and the Registrant.
99.02 Business Plan Consulting Agreement, dated September 27, 2002, by and
between Crescent Fund, Inc. and the Registrant
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.
SIGNATURES
Pursuant to the requirements of the Securities ActSecurities Act of 1933 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 Westlake Village, State of California,
on November 18, 2002.
TORCHMAIL COMMUNICATIONS, INC.
By: /s/ Gerard Nolan
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Gerard Nolan
Chief 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/ Gerard Nolan Chief Executive Officer November 18, 2002
------------------ and a Director
Gerard Nolan
/s/ Catherine Thompson Chief Financial Officer November 18, 2002
------------------ and a Director
Catherine Thompson
/s/ David Cronshaw Director November 18, 2002
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David Cronshaw
/s/ Michael Avatar Director November 18, 2002
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Michael Avatar
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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5.1 Opinion of Silicon Valley Law Group.
23.1 Consent of Silicon Valley Law Group (included in Exhibit 5.1).
23.2 Consent of Jones Simkins LLP
99.01 Consulting Agreement, dated September 1, 2001, by and
between Byzantium, Inc. and the Registrant.
99.02 Business Plan Consulting Agreement, dated September 27, 2002,
by and between Crescent Fund, Inc. and the Registrant
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