UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
Gala Hospitality Corporation
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
(Formerly Xpedian, Inc.)
FLORIDA 59-2720096
- ----------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1717 N. Bayshore Drive
Suite 321
Miami, FL 33132
- ----------------------------------- --------------------------------
(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
(full name of the plans)
Jeffrey Stoller
Gala Hospitality Corporation
1717 N. Bayshore Drive
Suite 321
Miami, FL 33132
- -------------------------------------------------------------------------------
(Name and address of agent for service)
(305) 530-0046
- -------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33483
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
Total Number of Pages: 7
Exhibit Index begins on sequentially numbered page: 7
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Offering Fee
Per Share Price
$.0001 par 6,000,000 $0.04 $240,000 $23.00
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Gala Hospitality Corporation (formerly Xpedian, Inc.) has previously
entered into agreements with officers, directors, third party consultants and
attorneys for the issuance of our common stock in exchange for services these
individuals provided. In consideration for increasing the scope of the
continuing services rendered and to be rendered to us until such time as we
generate sufficient cash flow from operations, and in order to compensate our
consultants and attorneys, we prepared this Form S-8 registration statement to
provide for the issuance of shares, as described below.
We have agreed to issue up to 6 million shares (6,000,000) for
continued corporate consulting and legal services and as compensation to
officers and directors.
Item 2. Registrant Information and Employee Plan Annual Information.
We shall provide employees, officers, directors, consultants and
attorneys, without charge upon their written or oral request the documents
incorporated by reference herein in Item 3 of Part II of this Registration
Statement. We shall also provide the consultants and attorneys, without charge,
upon their written or oral request, with all other documents required to be
delivered to them pursuant to Rule 428(b) under the Act. Any and all such
requests shall be directed to us at our place of business as reflected in this
Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:
(a) Our Annual Report on Form 10-KSB for the year (period) ending June 30,
2001; and
(b) Forms 10-QSB filed November 20, 2001 and February 18, 2002 and any
subsequent amendments filed; and
(c) Form 8-K filed on December 4, 2001 and 8-K/A filed on January 10, 2002;
(d) Form DEF 14C filed on January 24, 2002; and
(e) Form 8-K filed on January 25, 2002; and
(f) Form S-8 filed on March 1, 2002; and
(g) A description of our activities and common stock contained in exhibits to
our filing pursuant to the previously stated 10-KSB in (a), above.
(h) All documents subsequently filed by us pursuant to the Exchange Act prior to
the filing of a post-effective amendment indicating that all such securities
then unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
We are registering up to 6,000,000 shares of our common stock, par value of
$0.0001 per share. Each holder of our common stock is entitled to one vote per
share of common stock standing in such holder's name on our records on each
matter submitted to a vote of our stockholders, except as otherwise required by
law. Holders of our common stock do not have cumulative voting rights so that
the holders of more than 50% of the combined shares of our common stock voting
for the election of directors may elect all of the directors if they choose to
do so and, in that event, the holders of the remaining shares of our common
stock will not be able to elect any members to our board of directors. Holders
of our common stock are entitled to equal dividends and distributions, per
share, when, as and if declared by our board of directors from funds legally
available. Holders of our common stock do not have pre-emptive rights to
subscribe for any of our securities nor are any shares of our common stock
redeemable or convertible into any of our other securities. If we liquidate,
dissolve or wind up our business or affairs, our assets will be divided up
pro-rata on a share-for-share basis among the holders of our common stock after
creditors and preferred shareholders, if any, are paid.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
Our Articles of Incorporation as well as our By-Laws provide for the
indemnification of directors, officers, employees and agents of the corporation
to the fullest extent provided by the Corporate Law of the State of Florida, as
well as is described in the Articles of Incorporation and the By-Laws. These
sections generally provide that Gala Hospitality Corporation may indemnify any
person who was or is a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
except for an action by or in right of corporation by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been determined
to be negligent or guilty of misconduct in the performance of his or her duties
to Gala Hospitality Corporation.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed:
Exhibit I. See Exhibits in Exhibit Index following the Signature Page.
Item 9. Undertakings:
We hereby undertake:
(a) 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) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the Securities Act
of 1933, as amended, 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.
(d) We hereby undertake that, for the purposes of determining any liability
under the Securities Act of 1933, as amended, each filing of our 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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers, and controlling
persons of Gala Hospitality Corporation pursuant to the foregoing provisions, or
otherwise, the we have 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 against
such liabilities (other than payment by us of expenses paid or incurred by a
director, officer or controlling person of us 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, we 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.
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Miami, the state of Florida, on the 7th day of May,
2002.
Gala Hospitality Corporation
/s/ Jeffrey Stoller
By: --------------------------------------------
Name: Jeffrey Stoller
Title: President, Chief Executive Officer, Director
Gala Hospitality Corporation
/s/ Michael Heilman
By: --------------------------------------------
Name: Michael Heilman
Title: Executive VP, Secretary, Director
Date: May 7, 2002
EXHIBIT INDEX
EXHIBIT NUMBER ITEM
5.1 Opinion regarding legality by Law Office of L. Van Stillman, PA.
23.1 Letter on audit report (consent of independent auditors) from
Dohan and Company, CPA's.
- --------
1 Pursuant to Rule 457(h), the maximum aggregate offering price (estimated
solely for the purpose of calculating the registration fee based upon the
average of the bid and asked price of the Registrant's Common Stock as of May 7,
2002): $270,000 made up of the following:
(a) 6,000,000 shares with a value of $0.045.
Exhibit 23.1
Letter on audit report (consent of independent auditors) from Dohan and Company,
CPA's.