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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 27, 2001
REGISTRATION NO. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
National Beauty Corp.
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(Exact name of Registrant as specified in its charter)
Nevada 13-3422912
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4818 W. Commercial Boulevard
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Fort Lauderdale, FL 33319
(Address of Principal Executive Offices, including ZIP Code)
2002 Non-Qualified Stock Compensation Plan; Fee Agreement for
Professional Services with Richard O. Weed; Consulting Agreement with Richard
McCaffrey; Independent Contractor Agreement with Michael J. Bongiovanni
(Full title of the plan)
Edward Roth
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4818 W. Commercial Blvd.
Fort Lauderdale, FL
(Name and address of agent for service)
(954) 717-8680
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES . . . SHARES OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED. . . . . TO BE REGISTERED PRICE PER SHARE OFFERING PRICE(1) FEE
- ------------------------- ---------------- ----------------- ------------------ -------------
.001 par value
common stock. . . . . . . 631,924 $ .65 (1) $ 410,750.60 $ 102.70
- ------------------------- ---------------- ----------------- ------------------ -------------
.001 par value
common stock
underlying stock options
34,000 $ .65 (2) $ 22,100.00 $ 5.53
- ------------------------- ---------------- ----------------- ------------------ -------------
TOTALS. . . . . . . . . . 665,924 $ 432,850.60 $ 108.23
- ------------------------- ---------------- ----------------- ------------------ -------------
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices reported and last sale reported on the OTC Bulletin Board as
of December 20, 2001.
(2) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(g) under the Securities
Act and is calculated upon the price of the securities in the same class.
PROSPECTUS
National Beauty Corp.
665,924 Shares Of Common Stock
This prospectus relates to the offer and sale by National Beauty Corp., a
Nevada corporation, of shares of its $.001 par value per share common stock to
certain employees, officers, directors and consultants (the "consultants")
pursuant to consulting agreements and the 2002 Non-Qualified Stock Compensation
Plan (the "Stock Plan"). Pursuant to the Stock Plan and the consulting
agreements, in payment for services rendered, National Beauty Corp. is
registering hereunder and then issuing, upon receipt of adequate consideration
therefore, to the consultants and persons covered by the Stock Plan, 631,924
shares of common stock and 34,000 shares of common stock underlying stock
options.
The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of National Beauty
Corp. within the meaning of the Securities Act of 1933 (the "Act") may sell all
or part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. National
Beauty Corp. is registering 146,924 shares for affiliates of the company. An
affiliate is summarily, any director, executive officer or controlling
shareholder of National Beauty Corp. or any one of its subsidiaries. An
"affiliate" of National Beauty Corp. is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
consultant who is not now an "affiliate" becomes an "affiliate" of National
Beauty Corp. in the future, he/she would then be subject to Section 16(b) of the
Exchange Act. The common stock is traded on the OTC Bulletin Board under the
symbol "NBEU."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is December 24, 2001
This prospectus is part of a registration statement which was filed and became
effective under the Securities Act of 1933, as amended (the "Securities Act"),
and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by National Beauty Corp. with the
Commission are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: National Beauty
Corp., 4818 W. Commercial Blvd., Fort Lauderdale, FL 33319. National Beauty
Corp.'s telephone number is (954) 717-8680.
National Beauty Corp. is subject to the reporting requirements of the
Exchange Act and in accordance therewith files reports and other information
with the Commission. These reports, as well as the proxy statements,
information statements and other information filed by National Beauty Corp.
under the Exchange Act may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington
D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by National Beauty Corp. This prospectus does not constitute an
offer or a solicitation by anyone in any state in which such is not authorized
or in which the person making such is not qualified or to any person to whom it
is unlawful to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of National Beauty Corp. since the date hereof.
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 6
Item 1. The Plan Information 6
Item 2. Registrant Information and Employee Plan Annual Information 8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 8
Item 3. Incorporation of Documents by Reference 8
Item 4. Description of Securities 8
Item 5. Interests of Named Experts and Counsel 8
Item 6. Indemnification of Officers, Directors, Employees and Agents;
Insurance 9
Item 7. Exemption from Registration Claimed 9
Item 8. Exhibits 9
Item 9. Undertakings 10
SIGNATURES 12
EXHIBIT INDEX 13
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
ITEM 1. THE PLAN INFORMATION.
THE COMPANY
National Beauty Corp. has its principal executive offices at 4818 W.
Commercial Blvd., Fort Lauderdale, FL 33319. National Beauty Corp.'s telephone
number is (954) 717-8680.
PURPOSE
National Beauty Corp. will issue common stock to certain consultants
pursuant to consulting agreements and the Stock Plan, which have been approved
by the Board of Directors of National Beauty Corp. The agreements and the Stock
Plan are intended to provide a method whereby National Beauty Corp. may be
stimulated by the personal involvement of the consultants in National Beauty
Corp.'s future prosperity, thereby advancing the interests of National Beauty
Corp. and all of its shareholders. Copies of the agreements and the Stock Plan
have been filed as exhibits to this registration statement.
COMMON STOCK
The Board has authorized the issuance of up to 665,924 shares of the common
stock to the consultants upon effectiveness of this registration statement.
34,000 of the shares are underlying stock options, exercisable at $.48 per share
on or before December 31, 2005.
THE CONSULTANTS
The consultants have agreed to provide their expertise and advice to
National Beauty Corp. for the purposes set forth in the consulting agreements.
NO RESTRICTIONS ON TRANSFER
The consultants will become the record and beneficial owners of the shares
of common stock upon issuance and delivery and are entitled to all of the rights
of ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.
TAX TREATMENT TO THE CONSULTANTS
The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The consultants, therefore, will be required for federal income
tax purposes to recognize compensation during the taxable year of issuance
unless the shares are subject to a substantial risk of forfeiture. Accordingly,
absent a specific contractual provision to the contrary, the consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. If, however, the consultants
receive shares of common stock pursuant to the exercise of an option or options
at an exercise price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market value of
the stock on the date of exercise will be deemed compensation for federal income
tax purposes. The consultants are urged to consult each of their tax advisors
on this matter. Further, if any recipient is an "affiliate," Section 16(b) of
the Exchange Act is applicable and will affect the issue of taxation.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by any recipient hereunder in accordance
with the foregoing discussion will be a tax deductible expense by National
Beauty Corp. for federal income tax purposes in the taxable year of National
Beauty Corp. during which the recipient recognizes income.
RESTRICTIONS ON RESALES
In the event that an affiliate of National Beauty Corp. acquires shares of
common stock hereunder, the affiliate will be subject to Section 16(b) of the
Exchange Act. Further, in the event that any affiliate acquiring shares
hereunder has sold or sells any shares of common stock in the six months
preceding or following the receipt of shares hereunder, any so called "profit,"
as computed under Section 16(b) of the Exchange Act, would be required to be
disgorged from the recipient to National Beauty Corp. Services rendered have
been recognized as valid consideration for the "purchase" of shares in
connection with the "profit" computation under Section 16(b) of the Exchange
Act. National Beauty Corp. has agreed that for the purpose of any "profit"
computation under 16(b), the price paid for the common stock issued to
affiliates is equal to the value of services rendered. Shares of common stock
acquired hereunder by persons other than affiliates are not subject to Section
16(b) of the Exchange Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: National Beauty Corp., 4818 W. Commercial Blvd., Fort Lauderdale,
FL 3319, where its telephone number is (954) 717-8680.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by National Beauty Corp., a Nevada corporation (the
"Company"), are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2000, filed with the Securities and Exchange Commission;
(b) The reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended December 31, 2000; and
(c) All other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which de-registers 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 filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
April E. Frisby of Weed & Co. L.P. has rendered an opinion on the validity
of the securities being registered. Weed & Co. L.P. is not an affiliate of
National Beauty Corp.
The financial statements of National Beauty Corp. are incorporated by
reference in this prospectus as of and for the year ended December 31, 2000 and
have been audited by Perrella & Associates, P.A., independent certified public
accountants, as set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon the authority of said firm as experts
in auditing and accounting.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
Under Nevada law, a corporation may indemnify its officers, directors,
employees and agents under certain circumstances, including indemnification of
such person against liability under the Securities Act of 1933. A true and
correct copy of Section 78.7502 of Nevada Revised Statutes that addresses
indemnification of officers, directors, employees and agents is attached hereto
as Exhibit 99.1.
In addition, Section 78.037 of the Nevada Revised Statutes and National
Beauty Corp.'s Articles of Incorporation and Bylaws provide that a director of
this corporation shall not be personally liable to the corporation or its
stockholders for monetary damages due to breach of fiduciary duty as a director
except for liability (a) for acts or omissions not in good faith which involve
intentional misconduct, fraud or a knowing violation of law; or (b) for the
payments of distribution in violation of Nevada Revised Statute 78.300.
The effect of these provisions may be to eliminate the rights of National
Beauty Corp. and its stockholders (through stockholders' derivative suit on
behalf of National Beauty Corp.) to recover monetary damages against a director
for breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (a) - (b) of the preceding paragraph.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of the Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
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5.1 Legal opinion of Weed & Co. L.P.
10.1 Fee Agreement with Richard O. Weed
10.2 2002 Non-Qualified Stock Plan
10.3 Consulting Agreement with Richard McCaffrey
10.4 Independent Contractor Agreement with
Michael J. Bongiovanni
23.1 Consent of Weed & Co. L.P.
23.2 Consent of Perrella & Associates, P.A.
99.1 Section 78.7502 of Nevada Revised Statutes
ITEM 9. UNDERTAKINGS.
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 to:
(I) include any prospectus required by Section 10(a)(3) of the Securities
Act;
(II) 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, represents a
fundamental change in the information set forth in the registration statement;
(III) 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 paragraphs (1)(i) and (1)(ii) shall 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 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.
(2) That, for the purpose of determining any liability pursuant to the
Securities Act, 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 offered 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) 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 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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant 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 and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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 Fort Lauderdale, State of Florida, on December 24,
2001.
National Beauty Corp.
(Registrant)
/s/ Edward Roth
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Edward Roth
President
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 date indicated.
SIGNATURES. . . . . . TITLE DATE
/s/ Edward Roth
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Edward Roth . . . . . President, Chief Executive Officer and Director December 24, 2001
- --------------------- ---------------------------------------------------- -----------------
/s/ Alisha Roth
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Alisha Roth . . . . . Secretary, Director December 24, 2001
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/s/ Barbara Patigalia
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Barbara Patigalia . . Treasurer (Principal Financial Officer) and Director December 24, 2001
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/s/ Mike Bongiovanni
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Mike Bongiovanni. . . Director December 24, 2001
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/s/Jeff Gazda
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Jeff Gazda. . . . . . Director December 24, 2001
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