SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
Crown Partners, Inc.
Nevada
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
20700 Ventura Blvd. Suite 227, Woodland Hills, CA 91364
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(Address of principal executive offices)(Zip Code)
Consulting Agreement with John Bonaventura
Consulting Agreement with Dr. Rupert Perrin
Consulting Agreement with Shahram Khial
Consulting Agreement with Dr. Sadegh Salmassi
Non-Employee Directors, Advisors and Consultants Retainer Stock Plan for 2004
(Full Title of Plan)
John Bonaventura, President
Crown Partners, Inc.
20700 Ventura Blvd. Suite 227
Woodland Hills CA 91364
(818) 227-9494
(Name, address and telephone number of agent for service.)
with copies to:
Claudia J. Zaman
Attorney At Law
20700 Ventura Blvd. Suite 227
Woodland Hills, California 91364
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Maximum Aggregate Amount
Title of Securities Amount of Shares Offering Offering Regis.
to be Registered to be Registered Price per Share Price Fee
- ---------------- ---------------- --------------- ----- ------------
$.001 par value 1,780,000 $.30 $534000 $67.66
Common Stock
TOTALS 1,780,000 $.30 $534000 $67.66
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is calculated on the basis of the closing bid price per share of the
Registrant's common stock on March 2, 2004 as reported by the OTC Electronic
Bulletin Board.
PROSPECTUS
CROWN PARTNERS, INC.
20700 Ventura Blvd. Suite 227
Woodland Hills CA 91364
(818) 227-9494
(1,780,000 Shares of Common Stock)
This Prospectus relates to the offer and sale by Crown Partners, Inc., a Nevada
corporation (the "Company") of shares of its $.001 par value per share common
stock (the "Common Stock") to certain consultants, advisors and non-employee
directors of the Company (collectively referred to as the "Consultants")
pursuant to consulting agreements entered into between the Company and the
Consultants for payment of services rendered and to be rendered as well as
pursuant to the Company's Non-Employee Directors, Advisors and Consultants
Retainer Stock Plan for 2004 (the "Plan"). The Company is registering hereunder
and then issuing to the Consultants 1,780,000 shares of Common Stock in
consideration for services to be performed and for services already performed
under the respective agreements and the Plan.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
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. Of the
shares registered hereunder, there are 120,000 shares being registered for
affiliates of the Company. An affiliate is any director, executive officer or
controlling shareholder of the Company or any of its subsidiaries. An
"affiliate" of the Company 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 the Company in the future, he
would then be subject to Section 16(b) of the Exchange Act. (See "General
Information - Restrictions on Resales").
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 3, 2004
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 the Company 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: Crown Partners, Inc.,
20700 Ventura Blvd. Suite 227, Woodland Hills CA 91364, (818) 227-9494.
The Company 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 the Company under the Exchange Act may be inspected and
copied at the public reference facility maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies may be obtained at the
prescribed rates. The Company's stock is traded on the over-the-counter market
and is currently reported by the National Quotation Bureau Electronic Bulletin
Board.
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 the Company. This prospectus does not constitute an offer or
a solicitation by anyone to any person in any state, territory or possession of
the United States in which such offer or solicitation is not authorized by the
laws thereof, or to any person to whom it is unlawful to make such offer or
solicitation.
Neither the delivery of this Prospectus or any sale made hereunder shall, under
any circumstances, create an implication that there has not been a change in the
affairs of the Company since the date hereof.
TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus 5
Item 1. Plan Information 5
General Information 5
The Company 5
Purposes 5
Common Stock 5
The Consultants 5
No Restrictions on Transfer 5
Tax Treatment to the Consultants 5
Tax Treatment to the Company 6
Restrictions on Resale 6
Documents Incorporated by Reference and Additional Information 6
Item 2. Registrant Information and Employee Plan Annual Information 6
Legal Opinion and Experts 7
Indemnification of Officers and Directors 7
Information Required in the Registration Statement 7
Item 3. Incorporation of Documents by Reference 7
Item 4. Description of Securities 8
Item 5. Interests of Named Experts and Counsel 8
Item 6. Indemnification of Directors and Officers 8
Item 7. Exemption from Registration Claimed 8
Item 8. Exhibits 9
Item 9. Undertakings 9
Signatures 10
Exhibit Index 12
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at 20700 Ventura Blvd. Suite
227, Woodland Hills, CA 91364, where its telephone number is (818) 227-9494.
Purposes
The Common Stock to be issued by the Company to certain Consultants will be
issued pursuant to business consulting and agreements entered into between the
Consultants and the Company, which agreements have been approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method whereby the Company may be stimulated by the personal
involvement of the Consultants in the Company's future prosperity, thereby
advancing the interests of the Company and all of its shareholders. Copies of
the agreements have been filed as exhibits to this Registration Statement. The
Company is also issuing shares of its common stocks to certain non-employee
directors, advisors and consultants for their past services to the Company under
the Company's Non-Employee Directors, Advisors and Consultants Retainer Stock
Plan for 2004 (the "Plan").
Common Stock
The Board of Directors has authorized the issuance of up to 1,780,000 shares of
Common Stock to the Consultants and upon effectiveness of this Registration
Statement.
The Consultants
The Consultants have agreed to provide their expertise and advice to the Company
for the purposes set forth in their agreements with the Company and for the
purposes set forth in the Plan.
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 ordinary income during the taxable year in which the first
of the following events occur: (a) the shares become freely transferable, or (b)
the shares cease to be 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. The Consultants are urged to
consult their own 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 an expense deductible by the Company for
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.
Restrictions on Resale
In the event that an affiliate of the Company 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 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 the Company. 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. The Company has agreed that for the purpose
of any "profit" computation under 16(b), the price paid for the Company's common
stock issued hereunder to affiliates is equal to the value of services rendered.
Shares of the Company's Common Stock acquired hereunder by persons other than
affiliates are not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION
The Company hereby incorporates by reference (1) its Form 10-KSB for the year
ended December 31, 2002, to be filed pursuant to the Exchange Act; (2) any and
all Quarterly Reports and Current Reports on Form 10-Q (or 10-QSB or 8-K) filed
under the Securities Exchange Act subsequent to the filing of the Company's
Annual Report on Form 10-K (or 10-KSB) for the fiscal year ended December 31,
2002, as well as all other reports filed under Section 13 of the Exchange Act,
and (iii) its annual report, if any, to shareholders delivered pursuant to Rule
14a-3 of the Exchange Act. In addition, all further documents filed by the
Company pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to
termination of this Offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of the filing. All
documents which when together constitute this Prospectus, will be sent or given
to participants by the Registrant as specified by Rule 428(b)(1) of the
Securities 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: Crown Partners, Inc., 20700 Ventura Blvd. Suite 227, Woodland
Hills CA 91364, (818) 227-9494.
Legal Opinion and Experts
Other than as set forth below, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer or employee of the Registrant.
Claudia J. Zaman has rendered an opinion on the validity of the securities being
registered. Ms. Zaman is not an "affiliate" of the Company and will be issued
shares under the Plan which are being registered hereunder.
The financial statements of Crown Partners, Inc. incorporated by reference in
this Prospectus for the fiscal year ended December 31, 2002 have been audited by
Malone & Bailey, PLLC, certified public accountants, as set forth in their
report incorporated herein by reference, and are incorporated herein in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling the
Company, the Company has been informed 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 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 on connection with the securities being
registered, registrant will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of competent
jurisdiction the question of whether such indemnification is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through (c),
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or 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 of such documents.
(a) Registrant's latest Annual Report, whether filed pursuant to Section 13(a)or
15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a) above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the Securities
Act.
Item 4. Description of Securities
No description of the class of securities (i.e., the $.001 par value common
stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Ms. Zaman owns 50,000 shares of the Company's common stock and will be issued
certain shares under the Plan which shares are being registered hereunder.
Item 6. Indemnification of Directors and Officers
The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.
Pursuant to the Company's bylaws, the Company shall have the right to indemnify,
to purchase indemnity insurance for, and to pay and advance expenses to,
Directors, Officers and other persons who are eligible for, or entitled to, such
indemnification, payments or advances, in accordance with and subject to the
provisions of Nevada Corporation Law and any amendments thereto, to the extent
such indemnification, payments or advances are either expressly required by such
provisions or are expressly authorized by the Board of Directors within the
scope of such provisions. The right of the Company to indemnify such persons
shall include, but not be limited to, the authority of the Company to enter into
written agreements for indemnification with such persons.
Subject to the provisions of Nevada Revised Statutes and any amendments thereto,
a Director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the Director's
capacity as a Director, except that this provision does not eliminate or limit
the liability of a Director to the extent the Director is found liable for:
1) a breach of the Director's duty of loyalty to the Corporation or its
shareholders;
2) an act or omission not in good faith that constitutes a breach of duty of the
Director to the Corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; 3) A transaction from which the
Director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the Director's office; or 4) an act or
omission for which the liability of a Director is expressly provided by an
applicable statute.
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 Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit No. Title
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5 Opinion of Claudia J. Zaman regarding the legality of the
securities registered.
10.9 Consulting Agreement with John Bonaventura
10.10 Consulting Agreement with Dr. Rupert Perrin
10.12 Consulting Agreement with Dr. Shahram Khial
10.13 Consulting Agreement with Dr. Sadegh Salmassi
10.14 Crown Partners, Inc. Non-Employee Directors, Advisors and
Consultants Retainer Stock Plan for 2004
23.1 Consent of Claudia J. Zaman, counsel to the registrant, to the
use of her opinion with respect to the legality of the
securities being registered hereby and to the references to
her in the Prospects filed as part hereof.
23.2 Consent of Malone-Bailey, PLLC, independent auditors of the
registrant
Item 9. Undertakings
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 otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) 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;
(iii) 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, paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs are incorporated by reference from periodic reports filed by the
registrant small business issuer under the Exchange Act.
(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.
(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 14e-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.
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) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit's plan 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 that it has reasonable grounds to believe that it meets all 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 Woodland Hills, California on March 3, 2004.
CROWN PARTNERS, INC.
By:/s/ John Bonaventura
-----------------------------------
John Bonaventura, President and CFO
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
/s/ John Bonaventura
March 3, 2004 ----------------------------------
John Bonaventura, Director
/s/ Steven Y. Onoue
March 3, 2004 ----------------------------------
Steven Y. Onoue, Director
/s/ Dr. Sadegh Salmassi
March 3, 2004 ----------------------------------
Dr. Sadegh Salmassi, Director
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-B and are specifically incorporated herein by this
reference:
Exhibit
Number in
Registration
Statement Description
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5. Opinion of Counsel
10.9 Consultant Agreement with John Bonaventura
10.10 Consulting Agreement with Dr. Rupert Perrin
10.11 Consulting Agreement with Dr. Shahram Khial
10.12 Consulting Agreement with Dr. Sadegh Salmassi
10.13 Non-Employee Directors, Advisors and Consultants Retainer
Stock Plan for 2004
23.1 Consent of Claudia J. Zaman to Use of Opinion
23.2 Consent of Malone-Bailey, PLLC