U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WORLD SHOPPING NETWORK, INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-2872782
(State of Incorporation) (I.R.S. Employer ID No.)
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee
Directors and Consultants
(Full title of the Plan)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport
Beach, California 92660
(Name and address of agent for service)
(949) 975-0544
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Aggregate Registration
to be Offering Offering Fee
Registered Price Per Price
Share (1)
Common
Stock 120,000 $0.001 $1200 $0.03
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rule 457(h) promulgated
pursuant to the Securities Act of 1933. The Offering Price per
Share is established pursuant to a Retainer Stock Plan for Non-
Employee Directors and Consultants, set forth in Exhibit 4.1 to
this Form S-8 (see Exhibit Index on page 10).
Part I
Information Required in the Section 10(a) Prospectus
This Form S-8 is being filed for the purpose of registering
additional shares under the Retainer Stock Plan for Non-Employee
Directors and Consultants, and replaces that Form S-8 POS filed
on June 12, 2000.
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall 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.
(a) The following are hereby incorporated by reference:
(1) The Registrant's latest annual report on Form 10-KSB for the
fiscal year ended July 31, 1999.
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the registration documents referred to in (a) above.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
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 in the registration
statement and to be part thereof from the date of filing of such
documents.
(b) Description of Securities.
(1) General Description.
The Articles of Incorporation authorize the issuance of
100,000,000 shares of common stock, with a par value of $0.001.
The holders of these shares: (a) have equal ratable rights to
dividends from funds legally available therefore, when, as, and
if declared by the Board of Directors of the Registrant; (b) are
entitled to share ratably in all of the assets of the Registrant
available for distribution upon winding up of the affairs of the
Registrant; and (c) are entitled to one non-cumulative vote per
share on all matters on which shareholders may vote at all
meetings of shareholders. These securities do not have any of the
following rights: (a) cumulative or special voting rights; (b)
preference as to dividends or interest; (c) preemptive rights to
purchase in new issues of shares; (d) preference upon
liquidation; or (e) any other special rights or preferences. In
addition, the shares are not convertible into any other security.
There are no restrictions on dividends under any loan other
financing arrangements or otherwise. As of the date of this Form
S-8, the Registrant had 18,586,210 shares of common stock issued
and outstanding.
(2) Non-Cumulative Voting.
The holders of shares of common stock of the Registrant do not
have cumulative voting rights, which means that the holders of
more than 50% of such outstanding Shares, voting for the election
of directors, can elect all of the directors to be elected, if
they so choose. In such event, the holders of the remaining
shares will not be able to elect any of the Registrant's
directors.
(3) Dividends.
The Registrant does not currently intend to pay cash dividends.
The Registrant's proposed dividend policy is to make
distributions of its revenues to its stockholders when the
Registrant's Board of Directors deems such distributions
appropriate. Because the Registrant does not intend to make cash
distributions, potential shareholders would need to sell their
shares to realize a return on their investment. There can be no
assurances of the projected values of the shares, nor can there
be any guarantees of the success of the Registrant.
A distribution of revenues will be made only when, in the
judgment of the Registrant's Board of Directors, it is in the
best interest of the Registrant's stockholders to do so. The
Board of Directors will review, among other things, the
investment quality and marketability of the securities considered
for distribution; the impact of a distribution of the investee's
securities on its customers, joint venture associates, management
contracts, other investors, financial institutions, and the
Registrant's internal management, plus the tax consequences and
the market effects of an initial or broader distribution of such
securities.
(4) Possible Anti-Takeover Effects of Authorized but Unissued Stock.
The Registrant's authorized but unissued capital stock
consists of 81,413,790 shares of common stock. One effect of the
existence of authorized but unissued capital stock may be to
enable the Board of Directors to render more difficult or to
discourage an attempt to obtain control of the Registrant by
means of a merger, tender offer, proxy contest, or otherwise, and
thereby to protect the continuity of the Registrant's management.
If, in the due exercise of its fiduciary obligations, for
example, the Board of Directors were to determine that a takeover
proposal was not in the Registrant's best interests, such shares
could be issued by the Board of Directors without stockholder
approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly,
completion of the takeover transaction by diluting the voting or
other rights of the proposed acquiror or insurgent stockholder or
stockholder group, by creating a substantial voting block in
institutional or other hands that might undertake to support the
position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or
otherwise.
(5) Transfer Agent.
The Registrant has engaged the services of Corporate Stock
Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver,
Colorado 80209, to act as transfer agent and registrar for the
Registrant.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of
the Registrant.
Counsel for the Registrant as giving an opinion on the
validity of the securities being registered is receiving 120,000
shares of stock under the Retainer Plan for Non-Employee
Directors and Consultants under this Form S-8 in exchange for
legal services consisting of advice and preparation work in
connection with reports of the Registrant under the Securities
Exchange Act of 1934 and general corporate legal work.
Item 6. Indemnification of Directors and Officers.Limitation of Liability.
Directors of the Registrant are not liable to the
Registrant corporation or its stockholders for monetary damages
for a breach of fiduciary duties unless the breach involves: (i)
a director's duty of loyalty to the corporation or its
stockholders; (2) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock
purchases or redemption by the corporation; or (4) a transaction
from which the director derived an improper personal benefit.
Indemnification.
Although neither the articles of incorporation nor the bylaws of
the Registrant provide for indemnification of officer or
directors of the Registrant, the Delaware General Corporation Law
provides or permissive indemnification of officers and directors
and the Registrant may provide indemnification under such
provisions:
Section 145. Indemnification of officers, directors, employees and
agents; insurance.
(a) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason
of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with such
action, suit or proceeding if the person acted in good faith and
in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe the person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
(b) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer
of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this section, or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the present or former
director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard
of conduct set forth in subsections (a) and (b) of this section.
Such determination shall be made, with respect to a person who is
a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such
action, suit or proceeding, even though less than a quorum, or
(2) by a committee of such directors designated by majority vote
of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so
paid upon such terms and conditions, if any, as the corporation
deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity
while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether
or not the corporation would have the power to indemnify such
person against such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as
a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the
resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence
had continued.
(i) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached to this registration statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(iii) 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) 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.
(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information
(h) That 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 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 Act and will be governed by the final adjudication 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 by the undersigned, thereunto duly authorize, in the City
of Santa Ana, State of California, on July 7, 2000.
World Shopping Network
By: /s/ John J. Anton
John J. Anton,
President and Chief Executive Officer
Special Power of Attorney
The undersigned constitute and appoint John J. Anton their true
and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
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/ John J. Anton President, Chief Executive July, 7 2000
John J. Anton Officer, Director
/s/ John Moore Vice President, Information July 7, 2000
John Moore Systems, Director
/s/ Martin Bloomenstein Vice President, Finance July 7, 2000
Martin Bloomenstein (principal financial and
accounting officer), Director
EXHIBIT INDEX
Number Exhibit Description
4.1 Retainer Stock Plan for Non-Employee Directors and
Consultants (incorporated by reference to Exhibit 4.1 of the Form
S-8 filed on May 2, 2000).
4.2 Consulting Services Agreement (incorporated by reference to
Exhibit 4.2 of the Form S-8 filed on May 2, 2000).
4.3 Consulting Services Agreement (incorporated by reference to
Exhibit 4.3 of the Form S-8 filed on May 2, 2000)
5 Opinion Re: Legality (see below).
23.1 Consent of Accountant (see below).
23.2 Consent of Counsel (see below).