Registration No.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
H-QUOTIENT, INC.
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(Exact name of registrant as specified in charter)
Virginia 54-1947753
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(State or other jurisdiction of incorporation) (IRS Employer I.D. Number)
8150 Leesburg Pike, Vienna, VA 22182
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(Address of principle executive offices) (Zip Code)
EQUITY COMPENSATION PLAN
(Full Title of Plan(s))
Douglas Cohn
President
H-Quotient, Inc.
8150 Leesburg Pike
Vienna, VA 22182
(703) 752-0690
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Maximum Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Aggregate Amount of
To be Registered: Registered (1): Price Per Share (2) Offering Price Registration Fee:
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Common Stock, Par Value,
$.0001 per share 2,000,000 $0.63 $1,260,000.00 $101.95
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(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of the Registrant's Common Stock on June 4, 2003, a
date within five (5) days prior to the date of filing of this Registration
Statement, as reported by the OTC Bulletin Board.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable pursuant to this Registration Statement by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of Common Stock.
Documents Incorporated by Reference X Yes No
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which are filed or are in the process of being filed
with the Securities Exchange Commission, are hereby incorporated by reference in
this Registration Statement.
(a) The Company's Annual Report on Form 10-KSB for the year ended December 31,
2002 and filed pursuant to Section 15(d) of the 1934 Act.
(b) The Company's Quarterly Report on Form 10-QSB for the quarters ended March
31, 2003 filed pursuant to Section 15(d) of the 1934 Act.
(c) All other documents filed by the Company after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
date hereof and prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in the Registration
Statement and to be part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Certificate of Incorporation and By-laws of the Company provide that the
Company shall indemnify to the fullest extent permitted by Virginia law any
person whom it may indemnify thereunder, including directors, officers,
employees and agents of the Company. Such indemnification (other than as ordered
by a court) shall be made by the Company only upon a determination that
indemnification is proper in the circumstances because the individual met the
applicable standard of conduct i.e., such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, the Certificate of Incorporation provides for the
elimination, to the extent permitted by Virginia law, of personal liability of
directors to the Company and its stockholders for monetary damages for breach of
fiduciary duty as directors. Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended (the "1933 Act") may be permitted
to directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company 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 the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 of 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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:
(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.
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 paragraph is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
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 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 1933 Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) 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 1934 Act; 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 Registrant'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 the last fiscal year
of the Registrant has ended within 120 days prior to the use of the prospectus,
the annual report of the Registrant 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
stockholders of the Registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Vienna, Virginia, on this 10th day of
June, 2003.
H-QUOTIENT, INC.
By: /s/ Douglas Cohn
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Douglas Cohn, President,
and Chief Accouting Officer
Each person whose signature appears below on this Registration Statement hereby
constitutes and appoints Douglas Cohn, President, with full power to act as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him in his name, place and stead, and in any and all
capacities (until revoked in writing) to sign any and all capacities (including
post-effective amendments and amendments thereto) this Registration Statement on
Form S-8 of H-Quotient, Inc. and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes,
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his substitute may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Douglas Cohn President, Chief Accounting Officer June 10, 2003
- ----------------------- and Director
Douglas Cohn
INDEX TO EXHIBITS
NO. DESCRIPTION
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5 Opinion and Consent of Counsel
23 Consent of Aronson & Company
24 Power of Attorney (set forth on signature page hereto)