UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SEALIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 34-1444240
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(State or other jurisdiction (I.R.S. Employer
or incorporation) Identification No.)
5601 W. Slauson Avenue
Culver City, California 90230
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(Address of principal executive offices) (Zip Code)
Two Written Compensation Contracts
With Two Employees
------------------------------------------
(Full Title of the Plan)
Robert McCaslin
5601 W. Slauson Avenue
Culver City, California 90230
(Name and address of agent for service)
(310) 338-9757
(Telephone Number, including area code, of agent for services)
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CALUCLATION OF REGISTRATION FEE
+------------------------------------------------------------------------------+
| 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(1)| registered(2)| share(2) | price | fee |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1) | 295,000 | $0.56 | $333,200 | $26.96 |
| | | | | |
+-------------------|--------------|-------------|--------------|--------------+
| Common Stock(2) | 300,000 | $0.56 | Footnote(2) | Footnote(2) |
| | | | | |
+-------------------|--------------|-------------|--------------|--------------+
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended. This
estimated amount is the closing price as of January 9, 2004, (which is within 5
business days prior to the date of the filing of this registration statement).
(2) These shares were originally registered on Form S-8 on October 17, 2003,
and issued, but were not sold, and now reregistered on this form.
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EXPLANATORY NOTE
This Registration Statement registers 595,000 shares of the Common Stock (the
"Common Stock"), par value $.0001 per share, of SeaLife Corporation (the
"Company") under Employee Compensation Contracts as follows:
110,000 shares of Common Stock to be issued under the Company's Employee
Compensation Contract with Employee Marika Borofsky, its Vice President of
Corporate Communications; and 110,000 shares of common stock to be issued under
the Company's Employee Compensation Contract with Employee Dan Kubik, its Sales
Manager. 75,000 shares of Common Stock to be issued under the Company's Legal
Services Compensation Contract with Attorney Donald G. Davis; and 300,000 shares
previously issued to Gael Himmah and registered on the Company's S-8
Registration Statement filed on October 17, 2003, and reregistered on this S-8
Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not filed as part of this Registration Statement pursuant to Note to Part 1 of
Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not filed as part of this Registration Statement pursuant to Note to Part 1 of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
SeaLife Corporation, is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files quarterly, annual and periodic reports and other
information with the Securities and Exchange Commission ("Commission"). The
Registration Statement, such reports and other information may be inspected and
copies may be obtained, at prescribed rates, at the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549, as well as the following regional offices: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. The Commission maintains a Website that contains reports and other
information regarding reporting companies under the Exchange Act, including
SeaLife Corporation at http://www.sec.gov.
The following documents have been filed by SeaLife Corporation with the
Commission and are hereby incorporated by reference into this prospectus:
- - SeaLife Corporation's Annual Report filed September 19, 2003, on Form 10-
KSB for the twelve months ended May 31, 2003;
- - SeaLife Corporation's 8-K Report filed on September 9, 2003;
- - SeaLife Corporation's Quarterly Report filed November 7, 2003 on Form 10-
QSB for the three months ended August 31, 2003;
- - SeaLife Corporation's Quarterly Report filed April 8, 2003 on Form 10-QSB
for the three months ended February 28, 2003;
- - SeaLife Corporation's Quarterly Report filed January 21, 2003 on Form 10-
QSB for the three months ended November 30, 2002;
All other documents and reports filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this prospectus and to be made a part hereof from the date of
the filing of such reports and 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 prospectus to the extent that a statement contained herein or in any
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.
SeaLife Corporation will provide without charge to each person to whom a copy of
this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all documents which are incorporated herein by
reference (not including exhibits to such documents, unless such exhibits are
specifically incorporated by reference in the document which this prospectus
incorporates). Requests should be directed to Mr. Robert McCaslin, Chief
Executive Officer, at SeaLife Corporation's principal executive offices located
at 5601 W. Slauson Avenue, Culver City, California 90230; telephone number (310)
338-9757.
ITEM 4. DESCRIPTION OF SECURITIES
The total number of securities registered hereunder is five hundred and ninety-
five thousand (595,000) shares, all of which are common stock of SeaLife
Corporation, of which 300,000 were previously registered once on Form S-8 filed
on October 17, 2003. SeaLife Corporation is presently authorized to issue
100,000,000 shares of its Common Stock. As of December 31, 2003, there were
11,210,060 outstanding and subscribed for shares. The holders of common stock
are entitled to one vote per share on each matter submitted to a vote at any
meeting of shareholders. Shareholders of the SeaLife Corporation have no
preemptive rights to acquire additional shares of common stock or other
securities. The common stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation of SeaLife
Corporation, the shares of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities. The shares, when issued,
will be fully paid and non-assessable. A majority of all issued and outstanding
shares shall constitute a quorum for conducting business. The majority of
shares present, in any regular or special meeting where a quorum is present, may
vote in favor of or against any item of business or election, and shall
constitute a majority approval or disapproval of matters voted upon at any such
meeting. Shares of common stock do not carry cumulative voting rights. SeaLife
Corporation presently does not pay any dividends and has no foreseeable plan to
pay dividends. There are no special preemptive rights or rights upon
liquidation, other than the normal rights and priorities which would attach to
shares in liquidation pursuant to Delaware State Law. The shares are not subject
to call, liability or assessment.
The common shares to be issued to Mr. Kubik and Ms. Borofsky have contractual
restrictions, as set forth in their Employee Compensation Contract, which permit
a sale of no more then 10,000 shares of said common stock separately by each of
them, within any one calendar week period.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Donald G. Davis, Esq., of the Law Firm of Davis & Associates, Inc., has provided
legal advice to the Registrant in connection with the Company's preparation of
this Registration Statement, and has also through his professional law
corporation, rendered a legal opinion attached hereto as an Exhibit, as to the
validity and due issuance of the shares of the Company's Common Stock to be
issued and registered hereby. At the same time, Donald G. Davis is one of the
named Consultants who will be issued 75,000 shares of the Company's Common Stock
in payment of a Retainer for legal services rendered pursuant to the terms of a
written Compensation Agreement with the Company, which shares are a part of the
shares being registered hereby. Neither Donald G. Davis, nor the Law Firm of
Davis & Associates has been employed on a contingent basis. Neither Mr. Davis
nor Davis & Associates has or is to receive a substantial interest direct or
indirect in Registrant, nor are either of them connected with Registrant other
than in their role as outside legal counsel for the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides in general that a
corporation may indemnify its directors, offices, employees or agents against
expenditures (including judgments, fines, amounts paid in settlement and
attorneys' fees) made by them in connection with certain lawsuits to which they
may be made parties by reason of their being directors, officers, employees or
agents and shall so indemnify such persons against expenses (including
attorneys' fees) if they have been successful on the merits or otherwise. The
bylaws of SeaLife Corporation provide for indemnification of the officers and
directors of SeaLife Corporation to the full extent permissible under Delaware
law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
All but 300,000 of the securities to be offered hereunder are to be originally
issued by SeaLife Corporation after the filing and pursuant to this Registration
Statement. The 300,000 shares to Gael Himmah have already been issued to Mr.
Himmah pursuant to a Consulting Agreement, and were previously registered on
Form S-8 filed on October 17, 2003, but were not sold, and have been
reregistered on this Form S-8 Registration Statement. Shares to be received (or
already received in the case of Mr. Himmah), were issued pursuant to the
consulting agreements, and upon their issuance are believed to be registered
thereby, by the filing and effectiveness of this Form S-8 registration.
ITEM 8. EXHIBITS.
4.1 Registrant Articles of Incorporation and Amendments(1)
4.2 Bylaws(1)
5.1 Opinion of The Law Offices of Davis & Associates, Inc., re: legality
23.1 Consent of Terance L. Kelley, Certified Public Accountant.
23.2 Consent of The Law Offices of Davis & Associates, Inc. (included in
Exhibit 5.1)
(1) Filed previously as part of the Company's Annual Report filed September
19, 2003 on Form 10-KSB for the twelve months ended May 31, 2003.
ITEM 9. UNDERTAKINGS.
SeaLife Corporation hereby undertakes:
(a) During any period in which offers or sales are being made pursuant to this
registration or pursuant to 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.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under the Securities Act of
1933, each filing of SeaLife Corporation'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 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) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of SeaLife Corporation pursuant to the foregoing provisions,
or otherwise, SeaLife Corporation 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 if such indemnification (other than the payment by
SeaLife Corporation of the expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is sought by such director, officer or controlling person in
connection with the securities being registered, SeaLife Corporation 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 SeaLife Corporation is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, SeaLife Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on January 14, 2004.
SEALIFE CORPORATION
By: /s/ Robert McCaslin
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Robert McCaslin
Its: Principal 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 date indicated.
/s/ Robert McCaslin Date: January 14, 2004
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Robert McCaslin
Chief Executive Officer
Principal Financial Officer
Director
/s/ JP Heyes Date: January 14, 2004
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JP Heyes
Secretary and Director