Registration No. 333-
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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
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THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 98-0125787
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(State or other jurisdiction of incorporation (I.R.S Employer
or organization) Identification No.)
21098 Bake Parkway, Suite 100
Lake Forest, California 92630-2163
(949) 470-9535
(Address of principal executive offices)
Engagement Letter
(Full title of the plan)
Mark A. Josipovich
21098 Bake Parkway, Suite 100
Lake Forest, California 92630-2163
(Name and address of agent for service)
(949) 470-9535
(Telephone number, including area code, of agent for service)
With a Copy to:
Douglas K. Simpson
Rein Evans & Sestanovich LLP
1925 Century Park East, 16th Floor
Los Angeles, CA 90067
(310) 551-3100
Calculation of Registration Fee
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Amount to be Proposed maximum Proposed maximum Amount of
Title of securities to be registered offering aggregate registration
registered (1) price per share offering price fee
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Common Stock, par value $0.0001 per 306,667 shares $0.75 $230,000 $27.07
share
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(1) The amount of Common Stock registered hereunder shall be deemed to include
any additional shares issuable as a result of any stock split, stock
dividend or other change in the capitalization of the Registrant.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, as amended,
this Registration Statement omits the information specified in Part I of Form
S-8. The documents constituting Part I of this Registration Statement will be
sent or given to the participant as required by Rule 428(b).
The Registrant is not filing these documents with the Securities and
Exchange Commission (the "Commission") as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.
A Copy of the Engagement Letter (the "Plan"), the Annual Report on Form
10-KSB of The Bluebook International Holding Company, a Delaware corporation
(the "Registrant"), for the year ended December 31, 2003, all Quarterly Reports
on Form 10-QSB and any Current Reports filed with the Commission during the past
twelve months have been provided to the Plan participant.
The Registrant also undertakes to furnish, without charge, to such
participant or persons purchasing any of the securities registered hereby,
copies of all such documentation. Requests should be directed to Mark A.
Josipovich at the address and telephone appearing on the Cover Page of this
Registration Statement.
Additional information regarding the Registrant may be reviewed at the
Commission's web site www.sec.gov, in the Edgar Archives.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Commission by the
Registrant are incorporated herein by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, filed with the Commission on May 19, 2004;
(b) The following reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Act of 1934 (the "Exchange Act"):
o Form 10-QSB for the fiscal quarter ended March 31, 2004, filed with
the Commission on June 4, 2004;
o Form 8-K dated August 13, 2004, filed with the Commission on August
17, 2004;
o Form 10-QSB for the fiscal quarter ended June 30, 2004, filed with
the Commission on August 23, 2004;
o Form 8-K dated October 14, 2004, filed with the Commission on
October 20, 2004;
o Form 10-QSB for the fiscal quarter ended September 30, 2004, filed
with the Commission on November 22, 2004; and
o Form 8-K dated November 17, 2004, filed with the Commission on
November 22, 2004;
(c) The description of the Common Stock contained in the Registrant's Form
10-SB, filed with the Commission on October 20, 2000, as amended by Amendment
No. 1 to Form 10-SB, filed with the Commission on January 8, 2001.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the effective date of this Registration Statement, prior to the
filing of a post-effective amendment to this Registration Statement indicating
that all securities offered hereby have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any 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 in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Registrant's Bylaws authorize indemnification of a director, officer,
employee or agent of the Registrant against expenses incurred by him in
connection with any action, suit, or proceeding to which he is named a party by
reason of his having acted or served in such capacity, except for liabilities
arising from his own misconduct or negligence in performance of his duty. In
addition, even a director, officer, employee, or agent of the Registrant who was
found liable for misconduct or negligence in the performance of his duty may
obtain such indemnification if, in view of all the circumstances in the case, a
court of competent jurisdiction determines such person is fairly and reasonably
entitled to indemnification.
The Registrant's Certificate of Incorporation provide that a director of
the Registrant will not be liable to the Registrant for monetary damages for an
act or omission in the director's capacity as a director, except to the extent
not permitted by law. Delaware law does not permit exculpation of liability in
the case of (i) a breach of the director's duty of loyalty to the corporation or
the shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv) an
action or omission for which the liability of the director is expressly provided
by statute, or (v) an act related to an unlawful stock repurchase or dividend.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Rein Evans & Sestanovich LLP
23.1 Consent of Weinberg & Company, P.A.
23.2 Consent of Rein Evans & Sestanovich LLP (included in Exhibit 5.1 to
this Registration Statement).
24.1 Powers of Attorney (contained on signature page).
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "1933 Act");
(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, that paragraphs (1)(i) and (1)(ii) 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 Exchange 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.
The undersigned Registrant hereby undertakes that, for the 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 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 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.
Insofar as indemnification for liabilities arising under the 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lake Forest, California, on December 22, 2004.
THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
By: /s/ Mark A. Josipovich
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Mark A. Josipovich
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Mark A. Josipovich his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same and all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his or their substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Mark A. Josipovich President, Chief Executive Officer, December 22, 2004
- ----------------------------------- Director (principal executive
Mark A. Josipovich officer and principal accounting
officer)
/s/ Daniel T. Josipovich Chief Operating Officer, Director December 22, 2004
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Daniel T. Josipovich
/s/ David M. Campatelli Director December 22, 2004
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David M. Campatelli
/s/ Paul D. Sheriff Director December 22, 2004
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Paul D. Sheriff