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 Plan for Securities Compliance Control, LLC
(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) 400,000 $0.18. $72,000.00 $19.00
=============================================================================
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 August 11th, 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 Consulting Agreement Securities Compliance Control, LLC.
5.1 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)
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
August 15, 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 August 15, 2000
- --------------------
Blair J. Merriam
/s/ Dennis Schlagel Chief Financial Officer and August 15, 2000
- -------------------- Chief Accounting Officer
Dennis Schlagel
/s/ Daniel Thornton Director August 15, 2000
- --------------------
Daniel Thornton
INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
--- ----------- --------------
4.1 Consulting Agreement Securities Compliance Control LLC.
5.1 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)
24 Power of Attorney (Contained within Signature Page)
Exhibit 4.1
CONSULTING AGREEMENT
This Agreement (the "Agreement") is made and entered into on August 11, 2000,
by and between Web4Boats.com, Inc. ("the Corporation"), a Delaware corporation,
and Securities Compliance Control LLC ("the Consultant"), a Nevada Limited
Liability Corporation (herein collectively referred to as "the Parties").
In consideration of the mutual promises and covenants contained herein, the
receipt and sufficiency of which is expressly acknowledged by the parties
hereto, the Parties hereto agree to enter into this Agreement under the
following terms and conditions.
1. The Consultant through the services of its staff shall render the
following financial and management advice and services to the corporation
including:
(a) Act as Compliance Consultant to the Corporation with respect to the
preparation of and filing of certain of Corporation's reports required as a
reporting Corporation with the Securities and Exchange Commission, acting as
liaison and coordinator with the Corporation's attorney, accountant, and
related providers of services for the completion the write up and accounting
for said filings; and
(b) Oversee Corporation transition into the public financial markets, and (1)
analyze and report on Corporation's posture and image as it is projected into
such markets; and (2) recommend approaches for Corporation's arrangements
regarding its legal and accounting methods to establish and maintain reporting
compliance with regulatory agencies, as appropriate; and
(c) Introduction to and liaison with companies, government officials, and
others as appropriate to create affiliations and strategic partnerships, and
other forms of business combinations to further the Corporation's objectives;
and
(d) The preparation by the Consultant of a Plan for its activities spelling
out objectives, milestones, expected results (in both operational and
financial terms), and in sufficient detail to be the basis for clear
communication with the Corporation as to the performance of the Consultant's
services.
(e) A plan, including a budget, will be prepared within two (2) months after
the effective date of this Agreement, and annually thereafter. The Consultant
will propose modifications to the Plan during the year, if in his judgment,
the Corporation would benefit by such modifications.
(f) The submission by the Consultant of a monthly Performance Report,
comparing the Plan objectives, milestones, and expected results with actual
results. The Performance Report will include sufficient written discussion so
as to provide the Corporation with an understanding of the implications,
problems and opportunities related to the Consultant's activities.
(g) Investigation of and recommendation for potential investment in business
opportunities, and search for, identify and make known to the Corporation,
Corporations, businesses and Assets ("Opportunities") which qualify as
potential acquisitions or affiliations by the Corporation.
(h) Although not the purpose or intention of the relationship created between
the parties hereunder, if any services are provided by Consultant on behalf of
or which results in some benefit for the Corporation in connection with a
capital raising transaction, it is mutually understood and agreed that any
fees shall be negotiated separately from this Agreement for any such services
in any such instance where such an event might occur, and paid by the
Corporation separately.
(i) Other services that may be agreed on from time-to-time.
(j) 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. For the purpose of effectively performing its services for the
Corporation, the Consultant shall use the title of Compliance Consultant, and
may have appropriate use of such in its business dealings with third parties,
and also included in other such materials, prepared and distributed as
needed.It is understood and agreed that the Consultant will be based in
California.
3. The Corporation shall use its 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 its part of this Agreement.
4. The Consultant shall be entitled to the following compensation for
services to be rendered:
(a) Retainer. At the commencement of this contract covering this aspect of
services provided by Consultant, in lieu of cash at the option of Consultant
granted hereby, the Company shall compensate Consultant with a retainer of
400,000 shares of the Company's Common Stock, non-dilutive, valued at $0.15
per share (reflecting a $0.01 discount from the closing bid price of $0.16 for
the Corporation's Common Stock on the effective date of this Agreement) for a
total of $60,000.00, and registered under Regulation S-8. Consultant shall
have the right to exercise its option granted hereunder to draw upon this
compensation in such increments, and issuable to such of its members, at its
sole discretion it may specify from time to time during the 12 month term
hereof. As further consideration of Consultant foregoing other opportunities of
a similar nature, as well as the mutual promises and covenants contained
herein, upon execution of this Agreement by both the Company and the
Consultant this retainer shall be
deemed fully earned.
(b) For purposes of qualifying for use of Form S-8, Consultant is operated and
reports to the Internal Revenue Services as a Partnership, any of whose
members may be assigned to perform services hereunder.
5. 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.
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 effected on
the 11th day of August 2000.
WEB4BOATS.COM
P.O. Box 1028
La Jolla, CA 92038
_________________________________
BY: Dennis Schlagel
President
Securities Compliance Control LLC
575 Anton Boulevard, Suite 300
Costa Mesa, California 92626
_________________________________
BY: Michael Roth
President
Exhibit 5.1
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
August 15, 2000
Web4Boats.com, Inc.
P.O. Box 1028
La Jolla, CA 92038
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentlemen:
I 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 400,000 shares
of the Company's Common Stock, $.001 par value, (the "Common Stock") issuable
pursuant to the Company's plan with Securities Compliance Control LLC.(the
"Plan").
I have examined and am familiar with originals or copies, certified or
otherwise, identified to our satisfaction, of such statutes, documents,
corporate records and certificates of public officials as I 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 my opinion that the shares of Common
Stock issuable under the Plan is 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.
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
August 15, 2000