SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEB4BOATS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1080043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
P.O. Box 1028
La Jolla, California 92038
(858) 459-22628
(Address of principal executive offices)
CONSULTING AGREEMENT
(Full title of plan)
Mr. Dennis Schlagel
President
P.O. Box 1028
La Jolla, CA 92038
(Name and address of agent for service)
(858) 459-22628
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
=======================================================
Title of Proposed maximum Proposed maximum Amount of
securities Amount to be offering price Aggregate offering Registration
to be registered registered per share Price fee
========================================================
Common Stock
($.001 par
value) 1,150,000 $0.68 $782,000 $206
- ----------------------------------------------------------------------
Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the average high and low prices
on April 20, 2000.
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PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Web4Boats.com, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's General Form for Registration of Securities of Small
Business Issuers Under Section 12(b) or 12(g) of the Securities Exchange
Act of 1934 on Form 10SB;
(b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the document
referred to in (a), above; and
(c) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof, but prior to the filing of a post-effective
amendment to this Registration Statement which Indicates that all shares
of Common Stock registered hereunder have been sold or that deregisters
all such shares of Common Stock then remaining unsold, such documents
being deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
provides, in general, that a corporation incorporated under the laws of
the State of Delaware, such as the Company, may 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 (other than a derivative
action by or in the right of the corporation) by reason of the fact that such
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 enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such 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 such person's conduct was unlawful. In the case of a derivative action,
a Delaware corporation may indemnify any such person against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the corporation, 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 of the State of
Delaware or any other court in which such action was brought determines such
person is fairly and reasonable entitled to indemnity for such expenses.
Our certificate of incorporation provides that directors and officers shall be
indemnified to the fullest extent allowed by the laws of Delaware. Our bylaws
provide that no director of officer of the Company shall be liable for the
acts, defaults, or omissions of any other director or officer, or for any
loss sustained by the Company, unless the same has resulted from his or her
own willful misconduct, willful neglect or negligence. In addition, expenses
incurred by a director or officer in defending any action, suit or proceeding
by reason of the fact that he or she is or was a director or officer of our
Company shall be paid by the Company unless such officer or director is
adjudged liable for negligence or misconduct in the performance of his or
her duties.
==============Page 3============================
This means that our certificate of incorporation provides that a director is
not personally liable for monetary damages to us or our stockholders for
breach of his or her fiduciary duties as a director. A director will be held
liable for a breach of his or her duty of loyalty to us or our stockholders,
his or her intentional misconduct or willful violation of law, actions or in
actions not in good faith, an unlawful stock purchase or payment of a
dividend under Delaware law, or transactions from which the director derives
an improper personal benefit. This limitation of liability does not affect
the availability of equitable remedies against the director including
injunctive relief or rescission.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits on page 7.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15 (d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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 mean of a post-effective
amendment any of the securities being registered hereunder that remain
unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that for purposes
of determining any liability under the Securities Act of 1933, each filing
of the company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities and Exchange Act of 1934 that is incorporated
by reference in this Registration Statement 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described
provisions, or otherwise, the Company 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 Company of 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 asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company 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.
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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 authorized, in the City of La Jolla, State
of California on April 24, 2000.
Web4Boats.com, Inc.
By: /s/ Dennis Schlagel
----------------------------------
Dennis Schlagel, President & Director
Chief Financial Officer and Chief Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Dennis
Schlagel and Blair J. Merriam, each of them acting individually as
his attorney-in-fact, each with full power of substitution and
resubstitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith as fully to all
intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact, or their substitute or
substitutes, 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 below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
- ---------- ----- ----
/s/ Blair J. Merriam General Manager April 24, 2000
- --------------------
Blair J. Merriam
/s/ Daniel Thornton Director April 24, 2000
- --------------------
Daniel Thornton
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INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
--- ----------- --------------
4.1 Consulting Agreement 8
4.2 Assignment 9
4.3 Renewal 10
5.1 Opinion of Counsel regarding 11
the legality of the securities
registered hereunder.
23.1 Consent of Carl S. Sanko 12
23.2 Consent of Counsel (Included 11
as part of Exhibit 5.1)
24 Power of Attorney (Contained 6
within Signature Page)
===================Page 7==================
Exhibit 4.1
Consulting Agreement
CONSULTING AGREEMENT
This Agreement (the "Agreement") is made and entered into on
April 15, 1999, by and between Web4Boats.com, Inc. ("the
Corporation"), a Delaware corporation, and Internet Advisors
Group, Inc. ("the Consultant"), a Wyoming corporation (herein
collectively referred to as "the Parties").
The Parties hereto agree to enter into this Agreement under
the following terms and conditions.
1) The Consultant shall render the following services to
the Corporation:
a) Day to day management of the corporate affairs and
business; and
b) Act as liaison between the Corporation and it's
Web Site server, Web-Light Consulting and Design; and
c) Act as an advisor to the Corporation with respect
to the communications and information disseminated to the public
community; and
d) Act as an advisor to the Corporation with respect
to the planning, designing, developing, organizing, and writing
and distributing the materials and content required to develop
and maintain the Web Site; and
e) Act as advisor to the Corporation with respect to
the preparation of and filing of a Form 10 with the Securities
and Exchange Commission, specifically to act as liaison with the
Corporation's attorney, accountant, and related providers of
services for the completion of said filing; and
f) Act as advisor to the Corporation with respect to
hiring and retaining outside consultants, outsource services, and
any and all providers necessary for the development and growth of
the Corporation.
g) The Consultant shall not disclose to any third
Party any confidential non-public information furnished by the
Corporation or otherwise obtained by it with respect to the
Corporation.
2) The Corporation shall use it's best efforts to promptly
supply to the Consultant full and complete copies of any and all
documents and information necessary for the Consultant to fulfill
it's part of this Agreement.
3) The Consultant shall be entitled to the following
compensation for services to be rendered:
a) A monthly consulting fee in the amount of Ten
Thousand Dollars ($10,000) per month. The Parties hereto agree
that the payments may be made in either cash, stock, or any
combination thereof.
4) The term of this Agreement shall be one (1) year from
the date set forth hereinabove. The Parties shall have the
option of renewing this Agreement prior to the termination date
set forth herein.
5) The Parties may not amend or modify this Agreement
unless such amendment or modification is in writing and signed by
both Parties hereto.
6) This Agreement may be executed in any number of
counterparts delivered through facsimile transmission. All
executed counterparts shall constitute one Agreement
notwithstanding that all signatories are not signatories to the
original or the same counterpart.
IN WITNESS WHEREOF, the Parties have executed this
Agreement effected on the 15th day of April 1999.
WEB4BOATS.COM INTERNET ADVISORS GROUP, INC.
P.O. Box 1028 P.O. Box 3235
La Jolla, CA 92038 Cheyenne, WY 82003
BY: /s/ Dennis Schlagel BY:/s/ Blair J. Merriam
Dennis Schlagel Blair J. Merriam
President President
Page 8
==========================================
Exhibit 4.2
ASSIGNMENT OF
RIGHTS AND OBLIGATIONS UNDER
CONSULTING AGREEMENT
This Assignment of Rights and Obligations Under
Consulting Agreement ("Assignment") is made and entered into
on April 1, 2000, by and between Internet Advisors Group, Inc.
("Internet Advisors") and Blair J. Merriam , the sole shareholder,
officer and director of Internet Advisors.
WHEREAS on April 15, 1999, Internet Advisors entered into a
Consulting Agreement with Web4Boats.com, Inc.; and
WHEREAS that Consulting Agreement allows Web4Boats.com
to pay the consulting fee in "cash, stock, or any combination thereof";
and
WHEREAS on March 2, 2000, Internet Advisors and
Web4Boats.com agreed that all consulting fees accrued and unpaid
as of that date were to be paid in shares of Web4Boats.com; and
WHEREAS the rules regarding the use of Form S-8 promulgated
by the Securities and Exchange Commission allow the registration
of securities issued to consultants only if the consultants are natural
persons; and
WHEREAS, pursuant to a renewal of the Consulting Agreement,
there are continuing rights and obligations between the parties to the
Consulting Agreement that are expected to continue for at least one
year in the future;
NOW THEREFORE, in consideration for Mr. Merriam's
assumption of all of Internet Advisor's obligations under the
Consulting Agreement, Internet Advisors hereby assigns all of its
right, title and interest under the Consulting Agreement to Mr. Merriam.
Internet Advisor Group, Inc.
By: /s/ Blair J. Merriam
--------------------------
Blair J. Merriam, President
Assignee
/s/ Blair J. Merriam
- -------------------------------
Blair J. Merriam
Web4Boats.com, Inc. hereby consents to the above described
assignment.
Web4Boats.com, Inc.
By: /s/ Dennis Schlagel
--------------------------
Dennis Schlagel, President
Page 9
==================================
Exhibit 4.3
RENEWAL OF
CONSULTING AGREEMENT
Effective April 1, 2000, Web4Boats.com, Inc. and Blair J.
Merriam, assignee of all of the rights and obligations under the
Consulting Agreement between Web4Boats.com and Internet
Advisors Group, Inc. dated April 15, 1999, hereby agree to
extend the term of the Consulting Agreement until March 31, 2001.
Web4Boats.com, Inc.
By: /s/ Dennis Schlagel
--------------------------
Dennis Schlagel, President
Consultant
/s/ Blair J. Merriam
- -------------------------------
Blair J. Merriam
Page 10
==================================
Exhibit 5.1
Jeffrey Herm, P.C.
Attorney at Law
1625 Broadway, Suite 770
Denver, CO 80202
Office: (303) 592-5444
Fax: (303) 592-5439
Email: jherm@JeffreyHerm.com
April 21, 2000
Web4Boats.com, Inc.
P.O. Box 1028
La Jolla, CA 92038
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Web4Boats.com, Inc., a Delaware
corporation (the "Company"), in connection with in connection with
the preparation and filing of the Company's Registration Statement on
Form S-8 under the Securities Act of 1933, as amended, (the
"Registration Statement") relating to 1,150,000 shares of the
Company's Common Stock, $.001 par value, (the "Common Stock")
issuable pursuant to the Company's Consulting Agreement (the "Plan").
We have examined and are familiar with originals or copies, certified
or otherwise, identified to our satisfaction, of such statutes, documents,
corporate records and certificates of public officials as we have deemed
necessary for the purposes of this opinion, including, but not limited to
the following: (i) the Articles of Incorporation, as amended; (ii) the
Bylaws of the Company, as amended; and (iii) the record of all action
taken by the Board of Directors of the Company in connection with
any matters covered by this opinion.
Based on the foregoing, it is our opinion that the shares of Common
Stock issuable under the Plan are duly authorized and, when issued in
accordance with the Plan, will be validly issued, fully paid and nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
JEFFREY HERM, P.C.
By: /s/ Jeffrey Herm
-------------------------
Jeffrey Herm, Esq.
Page 11
=========================================
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
I hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated October 29, 1999 appearing
in Web4Boats.com, Inc.'s General Form for Registration of Securities of
Small Business Issuers Under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934 on Form 10SB for the fiscal year ended March
31, 1999.
/s/ Carl S. Sanko
- ----------------------
Carl S. Sanko
Chatsworth, California
April 24, 2000
Page 12