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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2001
REGISTRATION NO. 333_________
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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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JAWZ INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 98-0167013
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
12 Concorde Place, Suite 900
Toronto, Ontario Canada M3C 3T1
(Address of Principal Executive Offices)
Agreement of Thomas Welch
Consulting Agreement of Strategic Equity Corp.
Stock Option Plan
(Full title of the plans)
Robert J. Kubbernus, Chief Executive Officer and Interim Chief Financial Officer
JAWZ Inc.
12 Concorde Place, Suite 900
Toronto, Ontario, M3C 3T1
(416) 444-2526
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:
Jeffrey A. Rinde, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212)972-1677
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum offering Maximum
Title of Securities Amount to be price per share Aggregate Amount of
to be registered Registered (1) Offering Price Registration Fee
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Common Stock, 286,426 $1.38 395,268 $ 98.82
par value $.001
per share (2)
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Common Stock, 1,166,165 $1.38 1,609,308 $ 402.33
par value $.001
per share (3)
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Common Stock, 2,200,000 $1.38 2,519,342 (5)
par value $.001 $ 629.84
per share (4)
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Total 3,652,591 $1.38 $4,523,918 $1,130.98
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(1) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act") based upon the average of the bid and asked price as of June
19, 2001.
(2) Represents 286,426 shares of Common Stock to be issued to Thomas Welch as
compensation for services rendered pursuant to an agreement.
(3) Represents 1,166,165 shares of Common Stock to be issued to Riaz Mamdani as
compensation for services rendered pursuant to a Consulting Agreement between
the Company and Strategic Equity Corp.
(4) Represents 2,200,000 shares of Common Stock to be issued pursuant to the
Stock Option Plan.
(5) The Registrant previously paid fees in connection with the filing by the
Registrant of a Registration Statement on Form S-8 to register 374,390
(post-reverse split) shares of the Registrant's Common Stock. The registration
fee is for the 1,825,610 additional shares being registered herewith.
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is being filed by JAWZ Inc. (the
"Company" or the "Registrant"), pursuant to General Instruction E to the Form
S-8 Registration Statement under the
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Securities Act, in connection with the registration of an additional 1,825,610
shares of the Company's common stock, par value $.001 per share (the "Common
Stock") pursuant to the Stock Option Plan. A total of 374,390 (post-reverse
split) shares of Common Stock issuable under the Plan has been registered
pursuant to the Company's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on December 1, 1999, and the information
contained therein is hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in the Registration Statement in Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
This Registration Statement on Form S-8 of the Registrant covers 3,652,591
shares of the Registrant's Common Stock.
Item 1. Plan Information
The Jawz Inc., (formerly Jaws Technologies, Inc.), Stock Option Plan
received shareholders approval on May, 1999. The plan became effective on July
1, 1998 and expires on June 30, 2008.
The plan's purpose is to further the growth and development of the Company
by providing ownership incentives to officers and employees. The plan is
administered by the Compensation Committee of the Board of Directors and has the
authority to construe and interpret the plan, to promulgate, amend, and rescind
rules and regulations relating to its administration and to make all of the
determinations necessary or advisable for the administration of the plan. The
aggregate number of shares of common stock which may be issued pursuant to
exercise of options granted under the plan shall not exceed 20% of all
outstanding shares issued under the plan. A total of 2, 200,000 shares of common
stock have been authorized for issuance under the plan.
Additional information about the plan can be obtained from JAWZ Human
Resources Dept., Suite 700, 630 - 8th Avenue S.W., Calgary, Alberta, T2P 1G6 at
403.508.5055.
Each option agreement entered into between the Company and the recipient
shall specify the number of shares subject to the plan, the purchase price for
the shares and the notice and payment provisions. No reports shall be made to
participating employees apart from documentation surrounding the grant of
options.
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The issuance of all options and shares shall be subject to compliance with
all of the applicable requirements of law with respect to the issuance and sale
of securities.
There are tax implications relating to the receipt of options and shares
pursuant to the option plan. Payment of all withholding taxes payable as a
result of the exercise of an option must be paid on the date of exercise.
Options are not transferable.
Item 2. Registrant Information and Employee Plan Annual Information
Not applicable
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a)(i) Our Annual Report on Form 10-K filed on March 30, 2001, for
the fiscal year ended December 31, 2000, as amended on
April 30, 2001.
(b)(i) Our Quarterly Report on Form 10-Q filed on May 15, 2001 for
the quarter ended March 31, 2001.
(c) The description of our Common Stock, our Certificate of
Incorporation, and our by-laws contained in the our
Registration Statement on Form 10- SB, filed September 1,
1999, including any amendment or report filed under the
Securities Act the Securities Exchange Act of 1934 (as
amended, the "Exchange Act") for the purpose of updating such
information (including the Company's Registration Statement on
Form S- 1, filed February 14, 2000, as the same was amended
from time to time).
(d) Our Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on December 1, 1999,
relating to the Stock Option Plan.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
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Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes 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.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
(a) Section 145 of the Delaware General Corporation Law provides that:
ss.145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE
(1) A corporation shall have power to 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, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he 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 corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such actions suit or proceeding if he acted
in good faith and in a manner he 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 his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contenders or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he 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 reasonable cause to believe that his conduct was unlawful.
(2) A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and 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
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or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(3) To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(4) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination shall be
made (1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(5) Expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative, or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Section. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.
(6) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
(7) A corporation shall power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee of agent or the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
(8) For purposes of this Section, references to "the corporation" shall include,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
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(9) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
Section.
(10) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(11) The Court of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees). (As amended by Ch. 186, Laws of 1967, Ch. 421, Laws of 1970, Ch. 437,
Laws of 1974, Ch. 25, Laws of 198 1, Ch. 11 2, Laws of 1983, Ch. 289, Laws of
1986, Ch. 376, Laws of 1990, and Ch. 26 1, Laws of 1994.)
(b) Section 102 of the Delaware General Corporation Law includes the following
provisions:
ss. 102. CERTIFICATE OF INCORPORATION; CONTENTS
The certificate of incorporation shall set forth: (1) In addition to the matters
required to be set forth in the certificate of incorporation by subsection (a)
of this section the certificate of incorporation may also contain any or all of
the following matters: (vii) A provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of this Title, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
All references in this paragraph to a director shall also be deemed to refer (x)
to a member of the governing body of a corporation which is not authorized to
issue capital stock and (y) to such other person or persons, if any, who,
pursuant to a provision of the certificate of incorporation in accordance with
subsection (a) of ss. 141 of this title, exercise or perform any of the powers
or duties otherwise conferred or imposed upon the board of directors by this
title. (c) Article Ten of Registrant's Certificate of Incorporation provides: A
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended. Any amendment, modification or repeal of the
foregoing sentence shall not adversely affect any right or protection of a
director or the corporation hereunder in respect of any act or omission
occurring prior to the time of such amendment, modification or repeal.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
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5.1 *Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered
5.2 * Consent of Ernst & Young, LLP
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
99.1 * Agreement between the Company and Thomas Welch, dated as of
April 19, 2001
99.2 *Consulting Agreement between the Company and Strategic Equity
Corp., dated as of April 1, 2001
99.3 ** Stock Option Plan as in effect June 15, 2001.
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* Filed herewith.
** Included by reference to the S-8 filed by Jaws Technologies, Inc. on
December 1, 1999.
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 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;
(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; and (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.
(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
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 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 Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Securities and
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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
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, 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 Toronto on the 20th day of June, 2001.
JAWZ Inc.
By:/s/ Robert J. Kubbernus
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Chairman of the Board, CEO,
President, Acting Chief Financial
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 20th day of June, 2001.
Signature Title
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/s/ Robert J. Kubbernus Chairman of the Board, CEO,
- ------------------------------- President, Acting Chief Financial
Officer and Director
/s/ Robert J. Kubbernus Principal Accounting Officer
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Robert J. Kubbernus
/s/ Julia L. Johnson Director
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Julia L. Johnson
/s/ James Canton Director
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James Canton
/s/ John S. Burns Director
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John S. Burns
/s/ Arthur Wong Director
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Arthur Wong
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EXHIBIT INDEX
Index and Description of Exhibits.
Exhibit No. Description
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5.1 *Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered
5.2 * Consent of Ernst & Young, LLP
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
99.1 * Agreement between the Company and Thomas Welch, dated as of
April 19, 2001
99.2 *Consulting Agreement between the Company and Strategic Equity
Corp., dated as of April 1, 2001
99.3 ** Stock Option Plan as in effect June 15, 2001.
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* Filed herewith.
** Included by reference to the S-8 filed by Jaws Technologies, Inc. on
December 1, 1999.