As filed with the Securities and Exchange Commission February 11, 2004
File No. 000-32893
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAL-BAY INTERNATIONAL, INC.
(Name of Small Business Issuer in its charter)
NEVADA 3652 26-0021800
(State of Incorporation) Primary Standard Industrial I.R.S. Employer
Classification Code Number Identification Number
1582 PARKWAY LOOP, SUITE G, TUSTIN, CA 92780
(Address of Principal Executive Offices)
BUSINESS CONSULTING AGREEMENT
(Full title of the plan)
ROBERT THOMPSON, 1582 PARKWAY LOOP, SUITE G, TUSTIN, CA 92780
(Name and address of agent for service)
714-258-7070
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount of Proposed Proposed Amount of
to be registered Securities to be maximum offering maximum registration fee
registered price per unit* aggregate offering
price*
Common Stock. . . . 1,500,000 $ .03 $ 45,000 $ 5.70
<FN>
* Estimates of the proposed maximum offering price per unit and proposed maximum aggregate
offering price solely for calculating the registration fee pursuant to Rule 457(c) and (h) of
the Securities Act of 1933, and based on the average bid and asked price of the registrant's
common stock as of February 10, 2004, a date within five business days prior to the date of
filing of this registration statement.
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PART I.
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
A copy of the Business Consulting Agreement (the "Plan") is attached hereto and
incorporated herein by this reference.
ITEM 2. REGISTRANT INFORMATION
Copies of the Plan and all documents incorporated by reference in Item 3 of Part
II of this registration statement are also incorporated as part of the Section
10(a) prospectus by this reference, and shall be made available to the Plan's
participants upon written or oral request. Requests for such information should
be directed to the Company at 1582 Parkway Loop, Suite G, Tustin, CA 92780,
telephone 714-258-7070.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Cal Bay International, Inc., a Nevada
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
1. The Company's Form 10-KSB for the year ended December 31, 2002 filed
with the Securities and Exchange Commission on March 21, 2003;
2. All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") for the past
twelve months;
3. The description of the Common Stock contained in the Company's Form
10-SB Registration Statement filed on June 18, 2001 under the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.
Prior to the filing, if any, of a post-effective amendment that indicates that
all securities covered by this Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock of the Company being registered pursuant to this Registration
Statement is part of a class of securities registered under Section 12 of the
Exchange Act. A description of such securities is contained in the Company's
initial Form 10-SB Registration Statement filed with the Commission on June 18,
2001, and any amendment or report filed for the purpose of updating such
description is incorporated herein by reference. (See "Item 3. Incorporation of
Documents by Reference.")
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Cletha A. Walstrand, Salt Lake City, Utah, is corporate counsel to the
Registrant and has rendered an opinion as to the Common Stock offered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
An officer or director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as an officer or director, except for liability to the Corporation or to
its shareholders for monetary damages for (i) acts of omissions which involve
intentional misconduct, fraud or knowing violation of law, or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes.
Any repeal or modification of the indemnification rights granted to officers and
directors of the corporation shall be prospective only, and shall not adversely
affect any limitation of the personal liability of an officer or director of the
Company for acts or omissions prior to the repeal or modification of the right
of indemnification.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, 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 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 proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to 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 issues.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No restricted securities are being reoffered or resold pursuant to this
registration statement.
ITEM 8. EXHIBITS
The exhibits attached to this Registration Statement are listed in the Exhibit
Index, which is found on page 6.
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:
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(i) to include any prospectus required by Section 10(a)(3) of 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; and
(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 clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Commission by the Company 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 that 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 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 Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the 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 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 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.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tustin, State of California, on this 10th day of
February, 2004.
CAL BAY INTERNATIONAL, INC.
By: /s/ Robert Thompson
-------------------------
Robert Thompson
Chief Executive Officer
By: /s/Charles Prebay
--------------------------------
Charles Prebay
Chief Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, his registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Date: February 10, 2004 /s/Robert Thompson
-------------------
Robert Thompson
Director
Date: February 10, 2004 /s/Charles Prebay
------------------
Charles Prebay
Director
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INDEX TO EXHIBITS
Exhibit No. Title of Document Location
- ----------- ----------------------------------------------------- ------------
4.1 Business Consultant Agreement, Linwood C. Meehan, III Attached
4.2 Business Consultant Agreement, Jennifer Crone . . . . Attached
5.1 Opinion and consent of Counsel with respect to the
legality of the issuance of securities being issued See Ex. 23.1
23.1 Legal Opinion . . . . . . . . . . . . . . . . . . . . Attached
23.2 Consent of Argy and Co. . . . . . . . . . . . . . . . Attached
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