As filed with the Securities and Exchange Commission on July 24, 2002
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ON THE GO HEALTHCARE, INC.
(Exact name of registrant specified in its charter)
Delaware 5090 98-0231687
State of other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation) Classification Code Number) Identification Number)
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
(905) 760-2987
(Address of principal executive offices)
85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2
(Address of principal executive offices)
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Jim Kellogg Jr. - Consulting Agreement
Irwin M. Weiss - Consulting Agreement
David Walt - Consulting Agreement
Yisrael Feldman - Consulting Agreement
Walco Radio - Consulting Agreement
Mike Cornish - Consulting Agreement
Gayle Sokoloff - Consulting Agreement
964434 Ontario inc. - Consulting Agreement
Shustak Jalil & Heller - Letter Agreement
(Full Title of the Plans)
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Stuart Turk, President
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
(905) 760-2987
(Name, address and telephone number of agent for service)
Copies of communications to:
Richard Heller, Esq.
545 Madison Avenue
New York, N.Y. 10022
T: (212) 688-5900
F: (212) 688-6151
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be offering Price Registered Aggregate Registration
be Registered Registered per Share(1) offering Price (1) Fee
- ---------------- ----------- --------------- -------------------- ------------
Common Stock,
$0.001 par value 1,125,000 $ 0.0056 $ 6,300 $0.57
(1) Estimated solely for the purpose of calculating the registration fee. The
proposed maximum price per share and maximum aggregate offering price are
estimated based upon the book value of the Company's Common Stock at
April 30, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information related to the Common Stock to be
issued to consultants which is not being filed as part of this Registration
Statement and documents incorporated by reference in response to Item 3 of
Part II of this Registration Statement, which taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities
Act of 1933, as amended(the Securities Act"), will be sent or given to
the applicable participants by the Registrant as specified by Rule 428(1)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant has provided or will provide a written statement to
consultants who are issued Common Stock pursuant to this Registration
Statement, that the Company will furnish them without charge, upon oral
or written request, copies of the documents incorporated in this
registration statement by reference in Item 3 of Part II, and stating that
these documents are incorporated into the Section 10(a) prospectus. The
Company will also make available without charge, upon oral or written
request, other documents required to be delivered to employees pursuant to
Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Certain Documents By Reference
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's Prospectus dated October 15, 2001 filed under the Securities
Act.
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
January 31, 2002.
(c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
April 30, 2002.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
offered hereby then remaining unsold, shall be deemed to be incorporated by
reference herein and shall be deemed to be a part hereof from the date of the
filing of each such report or document.
Item 4. Description of Securities
The Company is authorized to issue 50,000,000 shares of Common Stock, par
value $.0001 per share (the "Common Stock"). Holders of the Common Stock have
one vote per share on each matter submitted to a vote of stockholders, the
right to receive such dividends, if any, as may be declared by the Board of
Directors out of assets legally available therefor and the right to receive
net assets in liquidation after payment of all amounts due to creditors and
all preferential amounts due to holders of any preferred stock. Holders of
the Common Stock have no conversion rights and are not entitled to any
preemptive or subscription rights. The Common Stock is not subject to
redemption or any further calls or assessments. The Common Stock has
noncumulative voting rights in the election of directors.
The Company's common stock is not currently traded.
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Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the Securities offered hereby will be
passed upon for the Company by the law firm of Shustak Jalil & Heller New York,
N.Y. 10022. Shustak Jalil & Heller, which has expressed an opinion with regard
to the issuance of the shares described herein, will be issued 125,000 shares
of stock pursuant to this registration statement. The shares will be issued in
payment of legal services previously rendered to the Company.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as amended, authorizes
the Company to indemnify any director or officer under certain prescribed
circumstances and subject to certain limitations against certain costs and
expenses, including attorney's fees actually and reasonably incurred in
connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which a person is a party by reason of
being a director or officer of the Company if it is determined that such
person acted in accordance with the applicable standard of conduct
set forth in such statutory provisions. The Company's Certificate of
Incorporation contains provisions relating to the indemnification of director
and officers and the Company's By-Laws extends such indemnities to the full
extent permitted by Delaware law.
The Company may also purchase and maintain insurance for the benefit of any
director or officer, which may cover claims for which the Company could not
indemnify such persons.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Consulting Agreement dated July 17, 2002 between the Registrant
and Jim Kellogg Jr.
4.2 Consulting Agreement dated July 02, 2002 between the Registrant
and Irwin M. Weiss
4.3 Consulting Agreement dated July 02, 2002 between the Registrant
and David Walt
4.4 Consulting Agreement dated July 17, 2002 between the Registrant
and Yisrael Feldman
4.5 Consulting Agreement dated July 22, 2002 between the Registrant
and Walco Radio
4.6 Consulting Agreement dated July 15, 2002 between the Registrant
and Mike Cornish
4.7 Consulting Agreement dated July 12, 2002 between the Registrant
and Gayle Sokoloff
4.8 Consulting Agreement dated July 12, 2002 between the Registrant
and 964434 Ontario inc.
4.9 Letter Agreement dated July 12, 2002 between the Registrant and
Shustak Jalil & Heller
5.1 Opinion of Counsel.
23.1 Consent of Rosenberg, Smith & Partners, C.A.
23.2 Consent of Counsel (included in Exhibit No. 5).
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes to:
(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;
(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;
provided, however, that paragraphs 1(a) and 1(b) 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 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) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of securities at that time to
be the initial bona fide offering thereof.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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 the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the 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,
the 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 by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Concord, Province
Ontario, Country of Canada, on July 23, 2002
ON THE GO HEALTHCARE, INC.
/s/Stuart Turk
By:-----------------------------
Stuart Turk, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and in the dates stated:
Signature Title Date
/s/Stuart Turk July 23, 2002
- -------------------- President, Chief Executive Officer, ------------
Stuart Turk Chairman and Director
/s/Evan Schwartzberg July 23, 2002
- -------------------- Chief Financial and Accounting Officer ------------
Evan Schwartzberg
/s/Ralph Magid July 23, 2002
- -------------------- Director ------------
Ralph Magid
/s/Randal Kalpin July 23, 2002
- -------------------- Director ------------
Randal A. Kalpin
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