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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH _____, 2002
REGISTRATION NO. 333-75988
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 POS
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
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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
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.001 par value
common stock . . . . 650,000(1) $ .30 (2) $ 195,000 $ 25.55
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TOTALS . . . . . . . 650,000 $ 195,000 $ 25.55
(1) This post-effective amendment relates to securities of the registrant
originally registered on the registrant's Form S-8 filing dated December 27,
2001 (File No. 333-75988). The filing fee for the original 665,924 shares
registered was paid at that time.
(2) 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 March 19, 2002.
Explanatory Note: National Beauty Corp., a Nevada Corporation, previously filed
a Registration Statement on Form S-8 (File No. 333-75988) on December 27, 2001
registering 665,924 shares of the registrant's common stock to be issued
pursuant to consulting agreements and the 2002 Non-Qualified Stock Compensation
Plan. The registrant's board of directors subsequently approved an amendment to
the 2002 Non-Qualified Stock Compensation Plan and registration statement to
increase the number of shares authorized under the stock plan to 1,000,000
shares. The initial registration statement is incorporated by reference to this
Post-Effective Amendment No. 1 with the exception of the changes as set forth
below.
PROSPECTUS
National Beauty Corp.
1,315,924 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, 1,281,924
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 246,924 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 March 19, 2002
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 1,315,924 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 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. LLP
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. LLP
23.2 Consent of Perrella & Associates, P.A.
99.1 Section 78.7502 of Nevada Revised Statutes*
* Previously filed on Form S-8 (File No. 333-75988) on December 27, 2001.
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 March 19, 2002.
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
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/s/ Edward Roth. . . . President, Chief Executive
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Edward Roth. . . . . . Officer and Director March 19, 2002
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/s/ Alisha Roth
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Alisha Roth. . . . . . Secretary, Director March 19, 2002
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Treasurer (Principal
/s/ Barbara Patigalia. Financial Officer) and
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Barbara Patigalia. . . Director March 19, 2002
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/s/ Mike Bongiovanni
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Mike Bongiovanni . . . Director March 19, 2002
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/s/Jeff Gazda
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Jeff Gazda . . . . . . Director March 19, 2002
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