As filed with the Securities and Exchange Commission on August 20, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NATIONAL BEAUTY CORP.
(Exact Name of Company as Specified in its Charter)
Nevada 13-3422912
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
4818 W. Commercial Blvd. Ft. Lauderdale Florida 33319
(Address of principal executive offices) (Zip code)
Company's telephone number, including area code: (954) 717-8680
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National Beauty Corp. 2001 Stock Plan
(Full title of the plan)
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Capitol Document Services
202 South Minnesota Street
Carson City, NV 89703
(Name and address of agent for service)
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copy to: Hamilton, Lehrer & Dargan, P.A.
Attn: Brenda Lee Hamilton, Esquire
555 South Federal Highway, Suite 270
Boca Raton, Florida 33432
(561) 416-8956
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price per aggregate offering registration fee
share(2) price
Common stock par
value $.001 per 210,000 $3.40 $714,000 $178.50
share
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Total 210,000 $3.40 $714,000 $178.50
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act")the number of shares of common stock, par value $.001 per share
(the "Common Stock") of National Beauty Corp., which we are registering shall be
adjusted to include any additional shares which may become issuable as a result
of stock splits, stock dividends, or similar transactions.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933
(the "Securities Act"). Based upon the average of the bid and ask of our Common
Stock on August 14, 2001 as listed on the Over the Counter Bulletin Board.
PART I
Item 1. Plan Information.
We will provide the information specified in Item 1 of Rule 428 of the
Securities Act of 1933 to each plan participant. We are not filing these
documents as part of this registration statement or as prospectuses or
prospectus supplements in accordance with the rules and regulations of the
Securities and Exchange Commission.
Item 2. Company Information and Annual Plan Information.
We will provide the information specified in Item 1 of Rule 428(b) of the
Securities Act of 1933 to each plan participant. We are not filing these
documents as part of this registration statement or as prospectuses or
prospectus supplements in accordance with the rules and regulations of the
Securities and Exchange Commission.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed with the Securities and Exchange Commission (the "Commission") the
following documents which are incorporated by reference into this Registration
Statement:
(a) Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
2000, which was filed with the Securities and Exchange Commission on April 2,
2001;
(b) Our Quarterly Report on Form 10-QSB for the quarter ending March 31,
2001,which was filed with the Securities and Exchange Commission on May 11,2001,
and our Quarterly Report on Form 10-QSB for the quarter ending June 30, 2001,
which was filed with the Securities and Exchange Commission on August 14, 2001;
(c) Our Articles of Incorporation and Amendments thereto, and our Bylaws;
(d) Our Form 10-SB, specifically including the description of the Company's
class of securities registered in the Form 10-SB, as amended, which was
effective under the Exchange Act as of August 23, 1999. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposed of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
(e) In addition, all documents which we filed with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents with the Commission. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. We are
authorized to issue 100,000,000 shares of common stock, of which 573,000 shares
are issued and outstanding. We have 24 holders of our common stock.
We are authorized to issue 50,000,000 shares of preferred stock, of which
950,000 shares are issued and outstanding. These preferred shares are
convertible at anytime into 9,500,000 shares of our common stock. We have two
holders of our preferred stock. 475,000 shares of our preferred stock are held
by Ed Roth our president and director and 475,000 shares of our preferred stock
are held by Alisha Roth our Vice-President and Director. Each share of
preferred stock is convertible into 10 shares of common stock . Upon conversion
of these outstanding preferred shares, the common stock held by our shareholders
diluted and their percentage of ownership of our common stock will be reduced.
Any shares of
common stock not issued as a result of conversion of the preferred shares are
not subject to adjustment be reason of reverse or forward stock splits of the
company's common stock.
Holders of our common stock are entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders. Shares of common stock do not
carry cumulative voting rights and therefore, holders of a majority of the
outstanding shares of common stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any members to the board of directors. Our Board of Directors has authority,
without action by our shareholders, to issue all or any portion of the
authorized but unissued shares of common stock, which would reduce their
percentage of ownership of our common stock and which would dilute the book
value of the common stock.
Our shareholders have no preemptive rights to acquire additional shares of
common stock. Our common stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation, the holders of
shares of common stock are entitled to share equally in corporate assets after
the satisfaction of all liabilities. Holders of common stock are entitled to
receive such dividends as the board of directors may from time to time declare
out of funds legally available for the payment of dividends.
During the last two fiscal years, we have not paid cash dividends on our common
stock and we do not anticipate that we will pay cash dividends inthe foreseeable
future.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities offered hereby has been passed upon by Hamilton,
Lehrer & Dargan, P.A. Members of Hamilton, Lehrer & Dargan, P.A. hold 10,000
shares of our common stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on our behalf to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee.
Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that Nevada
corporations may limit, through indemnification, the personal liability of their
directors or officers in actions, claims or proceedings brought against such
person by reason of that person's current or former status as an officer or
director of the corporation. We may indemnify our directors or officers if the
person acted in good faith and in a manner the person reasonably believed was,
at least, not opposed to the best interests of the corporation. In the event of
a criminal action or proceeding, indemnification is not available if the person
had reasonable cause to believe their action was unlawful.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders;
(2) a majority of a quorum of the Board of Directors consisting of members of
the Board who were not parties to the action, suit or proceeding; (3) if a
majority of a quorum of the Board of Directors consisting of members of the
board who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (4) if a quorum of the Board
of Directors consisting of members of the Board who were not parties to the
action cannot be obtained, by independent legal counsel in a written opinion.
To the extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of his/her
current or former status as an officer or director, we must indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with his/her defense. Nevada law also allows Nevada corporations to
advance expenses of officers and directors incurred in defending a civil or
criminal action as they are incurred, upon receipt of an undertaking by or on
behalf of the director or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.
Section 78.751 of the NRS provides that any indemnification provided for by NRS
78.7502 (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled and that the scope of
indemnification shall continue as to directors or officers who have ceased to
hold such positions and to their heirs, executors and administrators.
Section 78.752 of the NRS allows corporations to provide insurance, or other
financial arrangements such as a program of self-insurance, for their directors
or officers. Such insurance may provide coverage for any liability asserted
against the person and liability and expenses incurred by the person in his/her
capacity as a director or officer or arising out of their status as such,
whether or not the corporation has the authority to indemnify the person against
such liability and expenses. However, no financial arrangement made under
Section 78.752 may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud or a knowing violation of law, except with
respect to the advancement of expenses or indemnification ordered by a court.
Our By-laws provide for the indemnification of our directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.
Item 8. EXHIBITS
Exhibit No. Description of Exhibits
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5 Opinion of Hamilton, Lehrer & Dargan, P.A.
10.1 National Beauty Corp Non-qualified 2001 Stock Plan
10.2 Agreement with Hamilton, Lehrer & Dargan, P.A.
23.2 Consent of Perella & Associates, CPA
Item 9. UNDERTAKINGS
We hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(b) 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; and
(c) 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.
We undertake the above, provided, however, that paragraphs (1)(a) and (1)(b) 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 this
paragraphs is contained in periodic reports filed by us pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) 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 bona
fide offering thereof.
(3) 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
offering.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each of our annual reports 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.
(5) 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 Item 310(b) of Registration S-B is 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.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the Company's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be so delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees participating in
the Plans who do not otherwise receive such material as our stockholders, at
the time and in the manner such material is sent to our stockholders, copies of
all reports, proxy statements and other communications distributed to our
stockholders generally.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing the Registration Statement 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 Fort Laurderdale, State of Florida
National Beauty Corp.
(Company)
By: /s/ Ed Roth
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Ed Roth, President and Chief Executive Officer------Dated August 16, 2001
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
By: /s/ Alisha Roth- Director-------Dated August 16, 2001
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Alisha Roth-Director
By: /s/ Mike Bongiovani- Director----------Dated August 16, 2001
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Mike Bongiovani-Director