As filed with the Securities and
Exchange Commission on February 5, 2001
File No. 000-30295
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
NORTH SHORE CAPITAL II, INC.
(Exact Name of Registrant as Specified in its Charter)
Consultation Services Agreement
(Full name of the plan)
COLORADO 000-30295 54-1964052
-------- --------- ----------
(State of Incorporation) (Commission File No.) (IRS Employer ID No.)
5627 BELLINGTON AVENUE, SPRINGFIELD, VA 22151
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(Address of Principal Executive Offices)
GERARD M. WERNER, PRESIDENT, 5627 BELLINGTON AVENUE, SPRINGFIELD, VA 22151
------------------------------------
(Name and Address of agent for service)
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following line:
[X]
1
CALCULATION OF REGISTRATION FEE
Proposed(1)(2) Proposed(2)(3)
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(4) Per Share Price Fee(3)
- - ------------ ------------- --------- --------- ------------
Common Stock 2,000,000 $.002 $ 4,000.00 $1.00
(1) The securities registered hereunder are shares of the registrant's
common stock, $.001 par value.
(2) Estimated for purpose of calculating the registration fee.
(3) The fee with respect to these shares has been calculated pursuant
to Rules 457(h) and 457(c) under the Securities Act of 1933, as
amended, and based upon the average of the bid and ask prices per share
of the Registrant's Common Stock on a date within five (5) days prior
to the date of filing of this Registration Statement, if any, as quoted
on Nasdaq. (Since no quote is now published, it was assumed at $.002 for
purposes only of calculating the filing fee).
(4) Shares of the registrant's common stock issuable to consultants
under the registrant's 2000 Consultation Services Agreement.
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FORWARD LOOKING STATEMENTS
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THIS FORM S-8 AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY NORTH
SHORE CAPITAL II, INC. (HEREINAFTER REFERRED TO AS "NORTH SHORE" AND/OR
"COMPANY") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933
AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
2
FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS
INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF NORTH
SHORE AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH
SUCH STATEMENTS ARE BASED.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY
KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR
COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1
TO THIS FORM S-8, AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO
REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES
TO FUTURE OPERATING RESULTS OVER TIME.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is included in documents sent or given to
participants in the Consultation Services Agreement pursuant to Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are following by reference into the registration
statement:
3
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents, except as to any portion of any future
Annual or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this Registration
Statement.
The description of the Company's common stock which is contained in the Third
Amendment to the Company's registration statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendments or reports filed
for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Common Stock:
Securities are registered under Section 12(g) of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock to be issued pursuant to this
registration statement will be passed upon by Gerard Werner, P.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Colorado Business Corporation Act (the "Act") provides that a corporation
may indemnify a director or officer of the corporation and to purchase and
maintain liability insurance for those persons as, and to the extent permitted
by the Act.
The Company's Bylaws limits directors' liability for monetary damages for
breaches of their duties of care owed the Company to the fullest extent
permitted by Colorado law.
Article 109 of the Colorado Business Corporation Act: (i) gives Colorado
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses (including
attorneys fees) judgments, fines and other amounts paid in settlement actually
and reasonably incurred in connection with threatened, pending or completed
actions, suits, or proceedings to which they are parties or are threatened to
be made parties by reason of being or having been such directors or officers,
subject to specified conditions and exclusions; (ii) gives an officer or
director who successfully defends an action the right to be so indemnified;
and (iii) permits a corporation to buy directors' and officers' liability
insurance.
4
As permitted by Colorado law, the Registrant's Articles of Incorporation
provide that the Registrant will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil or
criminal action brought against them on account of their being or having been
directors or officers unless, in any such action, they are adjudged to have
acted with gross negligence or willful misconduct. The Registrant's Articles
of Incorporation also exclude personal liability for its directors for
monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty, acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts which constitute improper distributions to
shareholders in violation of Section 7-106-401 of the Colorado Business
Corporation Act, or any transaction from which a director receives an improper
personal benefit. This exclusion of liability does not limit any right which
a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Does not apply.
PART III
ITEM 8. EXHIBITS
EXHIBIT INDEX
Exhibit No. Exhibit
# 3(a) Articles of Incorporation
# 3(b) Bylaws
5
Exhibit No. Exhibit
# 4(a) Agreements Defining Certain Rights of Shareholders
# 4(b) Specimen Stock Certificate
* 5.1 Opinion of Gerard Werner, P.C. regarding the
legality of the securities being offered hereby.
7 Not applicable
9 Not applicable
# 10(a) Pre-incorporation Consultation and
Subscription Agreement
* 10.1 Consultation Services Agreement
11 Not applicable
14 Not applicable
16 Not applicable
21 Not applicable
* 23.1 Consent of Counsel (contained in Exhibit 5.1)
* 24.1 Consent of Dennis W. Bersch, CPA.
27 Financial Data Schedule
28 Not applicable
# 99.1 Safe Harbor Compliance Statement
____________________________
x filed herewith
# incorporated herein by reference from Registrant's Third
Amendment to Form 10SB12G, filed November 1, 2000.
6
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1)(a) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the 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;
Provided, however, that paragraphs (1)(i) and (1)(a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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 therein, and the
offering of such securities at that time shall be deemed to be the initial
benefit offering thereof.
(2) 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
Plan.
(3) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 benefit offering thereof.
7
(4) The undersigned registrant hereby undertakes 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.
(5) 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.
8
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 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 Springfield, Virginia, on the 2nd day of February,
2001.
NORTH SHORE CAPITAL II, INC.
By: /s/ Gerard M. Werner
________________________________
Gerard M. Werner
General Counsel and Director
Date: February 2, 2001
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/Gerard Werner President & Director February 2, 2001
9
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NORTH SHORE CAPITAL II, INC.
EXHIBIT INDEX
Exhibit No. Exhibit
# 3(a) Articles of Incorporation
# 3(b) Bylaws
# 4(a) Agreements Defining Certain Rights of Shareholders
# 4(b) Specimen Stock Certificate
* 5.1 Opinion of Gerard Werner, P.C. regarding the
legality of the securities being offered hereby.
7 Not applicable
9 Not applicable
# 10(a) Pre-incorporation Consultation and Subscription Agreement
* 10.1 Consultation Services Agreement
10
Exhibit No. Exhibit
11 Not applicable
14 Not applicable
16 Not applicable
21 Not applicable
* 23.1 Consent of Counsel (contained in Exhibit 5.1)
* 24.1 Consent of Dennis W. Bersch, CPA.
27 Financial Data Schedule
28 Not applicable
# 99.1 Safe Harbor Compliance Statement
____________________________
x filed herewith
# incorporated herein by reference from Registrant's Third
Amendment to Form 10SB12G, filed November 1, 2000.