U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
3Si HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Wyoming 84-0245581
(State of Incorporation) (I.R.S. Employer ID No.)
6886 South Yosemite Street, Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
Non-Qualified Stock Option Plan
(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 3,000,000 $0.001(2) $3,000 $0.79
(1) This Offering Price per Share is established under Rule
457(h)(1) pursuant to the par value of the common stock, as set
forth in the Non-Qualfied Stock Option Plan (see Exhibit 4 to
this Form S-8).
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Non-Qualified Stock Option Plan.
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, as amended (the "Act"). 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.
The following are hereby incorporated by reference:
(a) The Registrant's latest annual report on Form 10-K for the
fiscal year ended June 30, 1999.
(b) 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 Form 10-K 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
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.
Item 6. Indemnification of Directors and Officers.
(a) Articles of Incorporation.
The articles of incorporation of the Registrant provide the
following with respect to indemnification:
"The corporation shall indemnify each director and each officer,
his or her heirs, executors, and administrators against expenses
reasonably incurred or liability incurred by him or her in
connection with any action, suit or proceeding to which he or she
may be made a party by reason or his or her being or having been
a director or officer of the corporation, except in relation to
matters as to which he or she shall finally be adjudged in such
action, suit or proceedings to be liable for fraud or misconduct.
In the event of a settlement before or after action or suit,
indemnification shall be provided only in connection with such
matters covered by the settlement as to which the corporation is
advised by counsel that the person to be indemnified was not
guilty of such fraud or misconduct. The foregoing right of
indemnification shall not exclude other rights to which a person
indemnified may be entitled."
There are no provisions in the Bylaws of the Registrant which
provide for indemnification.
(b) Wyoming Business Corporation Act.
17-16-851. Authority to indemnify.
(a) Except as otherwise provided in this section, a corporation
may indemnify an individual who is a party to a proceeding
because he is a director against liability incurred in the
proceeding if:
(i) He conducted himself in good faith; and
(ii) He reasonably believed that his conduct was in or at least
not opposed to the corporation's best interests; and
(iii) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful; or
(iv) He engaged in conduct for which broader indemnification has
been made permissible or obligatory under a provision of the
articles of incorporation, as authorized by W.S. 17-16-202(b)(v).
(b) A director's conduct with respect to an employee
benefit plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan is
conduct that satisfies the requirement of paragraph (a)(ii) of
this section.
(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did
not meet the standard of conduct described in this section.
(d) Unless ordered by a court under W.S. 17-16-854(a)(iii) a
corporation may not indemnify a director under this section:
(i) In connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred in
connection with the proceeding if it is determined that the
director has met the standard of conduct under subsection (a) of
this section; or
(ii) In connection with any proceeding with respect to conduct
for which he was adjudged liable on the basis that he received a
financial benefit to which he was not entitled.
17-16-852. Mandatory indemnification.
A corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he was a director of
the corporation against reasonable expenses incurred by him in
connection with the proceeding.
17-16-853. Advance for expenses.
(a) A corporation may, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding because he
is a director if he delivers to the corporation:
(i) A written affirmation of his good faith belief that he has
met the standard of conduct described in W.S. 17-16-851 or that
the proceeding involves conduct for which liability has been
eliminated under a provision of the articles of incorporation as
authorized by W.S. 17-16-202(b)(iv); and
(ii) His written undertaking to repay any funds advanced if he
is not entitled to mandatory indemnification under W.S. 17-16-852
and it is ultimately determined that he has not met the standard
of conduct described in W.S. 17-16-851.
(b) The undertaking required by paragraph (a)(ii) of this
section shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to
the financial ability of the director to make repayment.
(c) Authorizations under this section shall be made:
(i) By the board of directors:
(A) If there are two (2) or more disinterested directors, by a
majority vote of all the disinterested directors (a majority of
whom shall for such purpose constitute a quorum) or by a majority
of the members of a committee of two (2) or more disinterested
directors appointed by such a vote; or
(B) If there are fewer than two (2) disinterested directors, by
the vote necessary for action by the board in accordance with
W.S. 17-16-824(c), in which authorization directors who do not
qualify as disinterested directors may participate; or
(ii) By the shareholders, but shares owned by or voted under the
control of a director who at the time does not qualify as a
disinterested director may not be voted on the authorization.
17-16-854. Court-ordered indemnification and advance for
expenses.
(a) A director who is a party to a proceeding because he is a
director may apply for indemnification or an advance for expenses
to the court conducting the proceeding or to another court of
competent jurisdiction. After receipt of an application and
after giving any notice it considers necessary, the court shall:
(i) Order indemnification if the court determines that the
director is entitled to mandatory indemnification under W.S. 17-
16-852;
(ii) Order indemnification or advance for expenses if the court
determines that the director is entitled to indemnification or
advance for expenses pursuant to a provision authorized by W.S.
17-16-858(a); or
(iii) Order indemnification or advance for expenses if the court
determines, in view of all the relevant circumstances, that it is
fair and reasonable:
(A) To indemnify the director; or
(B) To advance expenses to the director, even if he has not met
the standard of conduct set forth in W.S. 17-16-851(a), failed to
comply with W.S. 17-16-853 or was adjudged liable in a proceeding
referred to in W.S. 17-16-851(d)(i) or (ii), but if he was
adjudged so liable his indemnification shall be limited to
reasonable expenses incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to
indemnification under paragraph (a)(i) of this section or to
indemnification or advance for expenses under paragraph (a)(ii)
of this section, it shall also order the corporation to pay the
director's reasonable expenses incurred in connection with
obtaining court-ordered indemnification or advance for expenses.
If the court determines that the director is entitled to
indemnification or advance for expenses under paragraph (a)(iii)
of this section, it may also order the corporation to pay the
director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
17-16-855. Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under W.S. 17-16-
851 unless authorized for a specific proceeding after a
determination has been made that indemnification of the director
is permissible because he has met the standard of conduct set
forth in W.S. 17-16-851.
(b) The determination shall be made:
(i) If there are two (2) or more disinterested directors, by the
board of directors by majority vote of all the disinterested
directors (a majority of whom shall for such purpose constitute a
quorum), or by a majority of the members of a committee of two
(2) or more disinterested directors appointed by such a vote;
(ii) Repealed By Laws 1997, ch. 190,sec. 3.
(iii) By special legal counsel:
(A) Selected in the manner prescribed in paragraph (i) of this
subsection; or
(B) If there are fewer than two (2) disinterested directors,
selected by the board of directors (in which selection directors
who do not qualify as disinterested directors may participate);
or
(iv) By the shareholders, but shares owned by or voted under the
control of a director who at the time does not qualify as a
disinterested director may not be voted on the determination.
(c) Authorization of indemnification shall be made in the same
manner as the determination that indemnification is permissible,
except that if there are fewer than two (2) disinterested
directors, authorization of indemnification shall be made by
those entitled under paragraph (b)(iii) of this section to select
special legal counsel.
17-16-856. Officers.
(a) A corporation may indemnify and advance expenses under this
subarticle to an officer of the corporation who is a party to a
proceeding because he is an officer of the corporation:
(i) To the same extent as a director; and
(ii) If he is an officer but not a director, to such further
extent as may be provided by the articles of incorporation, the
bylaws, a resolution of the board of directors or contract,
except for:
(A) Liability in connection with a proceeding by or in the right
of the corporation other than for reasonable expenses incurred in
connection with the proceeding; or
(B) Liability arising out of conduct that constitutes:
(I) Receipt by him of a financial benefit to which he is not
entitled;
(II) An intentional infliction of harm on the corporation or the
shareholders; or
(III) An intentional violation of criminal law.
(iii) A corporation may also indemnify and advance expenses to a
current or former officer, employee or agent who is not a
director to the extent, consistent with public policy, that may
be provided by its articles of incorporation, bylaws, general or
specific action of its board of directors or contract.
(b) The provisions of paragraph (a)(ii) of this section
shall apply to an officer who is also a director if the basis on
which he is made a party to the proceeding is an act or omission
solely as an officer.
(c) An officer of a corporation who is not a director is
entitled to mandatory indemnification under W.S. 17-16-852, and
may apply to a court under W.S. 17-16-854 for indemnification or
an advance for expenses, in each case to the same extent to which
a director may be entitled to indemnification or advance for
expenses under those provisions.
17-16-857. Insurance.
A corporation may purchase and maintain insurance on behalf of an
individual who is a director or officer of the corporation, or
who, while a director or officer of the corporation, serves at
the corporation's request as a director, officer, partner,
trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit
plan, or other entity, against liability asserted against or
incurred by him in that capacity or arising from his status as a
director or officer whether or not the corporation would have
power to indemnify or advance expenses to him against the same
liability under this subarticle.
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 Englewood, State of Colorado, on August 23, 2000.
3Si Holdings, Inc.
By: /s/ Frank Backes
Frank Backes, President
Special Power of Attorney
The undersigned constitute and appoint Frank Backes 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/ Frank Backes President/Director August 23, 2000
Frank Backes
/s/ Fred Slack Vice President/Director August 23, 2000
Fred Slack
/s/ Larry Valdez Secretary/Treasurer August 23, 2000
Larry Valdez (principal financial and
accounting officer)/Director
EXHIBIT INDEX
Exhibit Description
No.
4 Non-Qualified Stock Option (see below).
5 Opinion Re: Legality (see below).
23.1 Consent of Accountant (see below).
23.2 Consent of Counsel (see below).
24 Special Power of Attorney (see signature page).