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) 459-2628
(Address of principal executive offices)
Individual Plans for Mark Carton; Hector Beltran;
Dennis Schlagel; Daniel Thornton; Jeffrey Herm
(Full title of plan)
Mr. Dennis Schlagel
President
P.O. Box 1028
La Jolla, CA 92038
(Name and address of agent for service)
(858) 459-2628
(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) 1,575,000 $0.155 $244,125 $64.45
=============================================================================
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 July 26, 2000.
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 de-registers 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.
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.
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
Exhibit
NO. Description
--- -----------
4.1 Fee Agreement Mark Carton
4.2 Consulting Agreement for Hector Beltran
4.3 Consulting Agreement Daniel Thornton
4.4 Fee Agreement Jeffrey Herm, P.C.
4.5 Consulting Agreement Dennis Schlagel
5.1 Opinion of Counsel regarding the legality of the
securities registered hereunder.
5.2 Opinion of Counsel regarding the legality of the
securities registered hereunder.
23.1 Consent of Carl S. Sanko
23.2 Consent of Counsel (Included as part of Exhibit 5.1)
23.3 Consent of Counsel (Included as part of Exhibit 5.2)
24 Power of Attorney (Contained within Signature Page)
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.
(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.
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
July 28, 2000.
Web4Boats.com, Inc.
By: /s/ Dennis Schlagel
----------------------------------
Dennis Schlagel, President & Director
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 July 28, 2000
- --------------------
Blair J. Merriam
/s/ Dennis Schlagel Chief Financial Officer and July 28, 2000
- -------------------- Chief Accounting Officer
Dennis Schlagel
/s/ Daniel Thornton Director July 28, 2000
- --------------------
Daniel Thornton
INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
--- ----------- --------------
4.1 Fee Agreement Mark Carton
4.2 Consulting Agreement for Hector Beltran
4.3 Consulting Agreement Daniel Thornton
4.4 Fee Agreement Jeffrey Herm, P.C.
4.5 Consulting Agreement Dennis Schlagel
5.1 Opinion of Counsel regarding the legality of the
securities registered hereunder.
5.2 Opinion of Counsel regarding the legality of the
securities registered hereunder.
23.1 Consent of Carl S. Sanko
23.2 Consent of Counsel (Included as part of Exhibit 5.1)
23.3 Consent of Counsel (Included as part of Exhibit 5.2)
24 Power of Attorney (Contained within Signature Page)
Exhibit 4.1
MARK CARTON, Attorney at Law_________________________________________________
2744 Sacramento Street, Suite 208
San Francisco, California 94115
Tel: (415) 567-5517
Fax: (415) 563-4202
mcarton@earthlink.net
July 20, 2000
Dennis Schlagel
Web4Boats.com, Inc.
P. O. Box 1028
La Jolla, CA 92038-1028
RE: S-8 Stock/Legal Services Rendered
Dear Dennis:
This will confirm that I am giving authority to Web4Boats.com, Inc. to issue
25,000 shares of S-8 stock in my name for my services rendered to the company
for the months of April, May and June, 2000. The value of my services owing
for these three months is $3,750, and I hereby accept the above stated
quantity of stock at its value of fifteen cents ($0.15) per share. It is
acceptable to, and agreed to by me that the shares be issued in the company's
next S-8 registration in July, 2000.
Sincerely,
/s/ Mark Carton
- ---------------------
Mark Carton
Agreed to and accepted.
/s/ Dennis Schlagel
- ----------------------
by Dennis Schlagel
President
Web4Boats.com, Inc.
Exhibit 4.2
CONSULTING AGREEMENT
This Agreement (the "Agreement") is made and entered into on July 17,
2000, by and between Web4Boats.com, Inc. ("the Corporation"), a Delaware
corporation, and Hector Beltran ("the Consultant")(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) Sales and promotion of the Corporation and its services
throughout Mexico with special attention to Mexico's coastal resort areas;
b) Act as an advisor to the Corporation with respect to the
communications and information disseminated to the Mexican public;
c) Act as an advisor to the Corporation with respect to the
planning, designing, developing, organizing, and writing and distributing of
the materials and content required to develop and maintain the Corporation's
business in Mexico; and
d) 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's business in
Mexico.
2) 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.
3) 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.
4) The Consultant shall be entitled to the following compensation for
services to be rendered:
a) 1,000,000 shares of the Corporation's Common Stock valued at
$0.15 per share (the closing bid price for the Corporation's Common Stock on
the effective date of this Agreement).
5) The term of this Agreement shall be one (1) year from the date set
forth above. The Parties shall have the option of renewing this Agreement
prior to the termination date set forth herein.
6) The Parties may not amend or modify this Agreement unless such
amendment or modification is in writing and signed by both Parties hereto.
7) 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 effect on
the date set forth above.
WEB4BOATS.COM HECTOR BELTRAN
P.O. Box 1028 Bahia Kino A.C.
La Jolla, CA 92038 Bahia Kino, Sonora
Mexico 83340
BY: /s/ Dennis Schlagel BY:/s/ Hector Beltran
Dennis Schlagel Hector Beltran
President
Exhibit 4.3
July 28, 2000
Dennis Schlagel
Web4boats.com, Inc.
PO Box 1028
La Jolla, CA 92038-1028
Re: S-8 Stock for Services Rendered
Dear Dennis,
This will confirm that I am giving authority to Web4boats.com, Inc. to issue
25,000 shares of S-8 stock in my name for services rendered to the company
for the months of April, May and June, 2000. The value of my services owing
for these three months is $3,750, and I hereby accept the above stated
quantity of stock at its value of fifteen cents ($0.15) per share. It is
acceptable to, and agreed to by me that the shares be issued in the company's
next S-8 registration in July, 2000.
Sincerely,
/s/ Daniel Thornton
- ---------------------
Daniel Thornton
Agreed to and accepted.
/s/ Dennis Schlagel
- ----------------------
by Dennis Schlagel
President
Web4Boats.com, Inc.
Exhibit 4.4
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
July 24, 2000
Mr. Dennis Schlagel, President
Web4Boats.com, Inc.
P.O. Box 1028
La Jolla, California 92038
Re: Fee Proposal
Dear Mr. Schlagel:
As a result of our recent discussions, we have reached a general
understanding regarding fees and expenses payable to our firm.
Web4Boats.com, Inc. (the "Company") shall issue a total of 25,000
shares to us in payment of a portion of our fees. The amount of fees so paid
shall be determined by the amount of gross proceeds realized upon liquidation
of the shares from time to time and credited against our statement for
services at our customary hourly rates and disbursements made by the firm for
various costs and expenses.
If the foregoing accurately represents our agreement and understanding,
please so indicate by signing one copy of this letter and returning it to the
undersigned.
For purposes of qualifying for use of Form S-8, this firm is solely
owned by Jeffrey Herm, Esq. and it has no other employees.
If you have any additional questions or comments concerning this
letter, the fee arrangement or any other matter, please do not hesitate to
contact the undersigned.
Sincerely,
JEFFREY HERM, P.C.
/s/ Jeffrey Herm
----------------------
Jeffrey Herm
ACCEPTED AND AGREED TO this
28th day of July ,2000
- ------ --------
Web4Boats.com, Inc.
/s/ Dennis Schlagel
- ------------------------
Dennis Schlagel, President
Exhibit 4.5
July 28, 2000
Daniel W. Thornton
Web4boats.com, Inc.
PO Box 1028
La Jolla, CA 92038-1028
Re: S-8 Stock for Services Rendered
Dear Daniel,
This will confirm that I am giving authority to Web4boats.com, Inc. to issue
500,000 shares of S-8 stock in my name for services rendered to the company
for the months of January, February, March, April, May and June, 2000. The
value of my services owing for these six months is $75,000.00, and I hereby
accept the above stated quantity of stock at its value of fifteen cents
($0.15) per share. It is acceptable to, and agreed to by me that the shares
be issued in the company's next S-8 registration in July, 2000.
Sincerely,
/s/ Dennis Schlagel
- ---------------------
Dennis Schlagel
Agreed to and accepted.
/s/ Daniel Thornton
- ----------------------
by Daniel Thornton
President
Web4Boats.com, Inc.
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
July 28, 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 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 1,550,000 shares
of the Company's Common Stock, $.001 par value, (the "Common Stock") issuable
pursuant to the Company's individual plans with Hector Beltran, Mark Carton,
Dennis Schlagel and Daniel Thornton (the "Plans").
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 Plans are duly authorized and, when issued in
accordance with the Plans, 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.
Exhibit 5.2
MARK CARTON, Attorney at Law
__________________________________________
2744 Sacramento Street, Suite 208
San Francisco, California 94115
Tel: (415) 567-5517
Fax: (415) 563-4202
mcarton@earthlink.net
July 19, 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 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 25,000 shares of
the Company's Common Stock, $.001 par value, (the "Common Stock") issuable
pursuant to the Company's Fee Agreement with Jeffrey Herm, Esq. (the "Herm
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 Herm Plan are duly authorized and, when issued in
accordance with the Herm 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.
Mark Carton, Esq.
/s/ Mark Carton
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 May 18, 2000 appearing in
Web4Boats.com, Inc.'s Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 on Form 10-KSB for the fiscal year ended
March 31, 2000.
/s/ Carl S. Sanko
- - ----------------------
Carl S. Sanko
Chatsworth, California
July 14, 2000