U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NAPOLI ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 912015608
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
35, Vlaicu Pircalab str.
Chisinau, Rep. of Moldova Not Applicable
(Address of Principal Executive Offices) (Zip Code)
(011) 373 2223042
(Registrant's telephone number, including area code)
Consulting Agreement Between the
Company and Veasti Ciumac
(Full title of the plans)
Calculation of Registration Fee
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price Per Aggregate Offering Registration
be Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------------------
Common Shares 2,000,000(2) $0.30 $600,000 $55.20
- --------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee
upon the basis of fluctuating market prices pursuant to Rule 457(c) and (h)
under the Securities Act of 1933, as amended. The Proposed Maximum Offering
Price Per Share was determined by averaging the high and low prices of the
common shares of the Company, as reported on the Over the Counter Bulletin Board
on July 14, 2003.
(2) Consists of shares reserved for issuance pursuant to the consulting
agreement as described herein. This registration statement also relates to such
indeterminate number of additional common shares of the Company, as may be
issuable as a result of stock splits, stock dividends or similar transactions.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to individual persons
as compensation for services rendered to the Company. The exact services sought
as consideration for the common shares issued in this registration statement are
set out in the exhibits containing the exact terms of the consultancy. The
Company has considered the value of the shares of common stock in relation to
the value of the services to be rendered, and the Company's Board of Directors
has, by resolution, determined to enter into the consultancy agreement and
further has agreed upon the number of shares issued to be commensurate with the
services provided. The following individual is the natural person contracting
with the Company to provide the consultancy services provided. The following
individual is a natural person contracting with the Company to provide the
consultancy services; the number of shares adjacent to his name is indicative of
the compensation to be received under the consultancy agreement:
VEASTI CIUMAC 2,000,000
The shares of common stock offered hereby will be sold from time to time
by the individuals listed under the selling shareholders section of this
document. The selling shareholders acquired the shares pursuant to compensatory
benefit plans for consulting and employment services that the selling
shareholders will provide to us. The sales may occur in transactions on the NASD
over-the-counter market at prevailing market prices or in negotiated
transactions. We will not receive proceeds from the sale of any of the shares
registered here. Pursuant to the consulting agreements, we are paying for the
expenses incurred in registering the shares.
This prospectus does not constitute an offer to sell or the solicitation
of any offer to buy any security other than the securities covered by this
prospectus, nor does it constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation.
Item 2. Registrant Information and Employee Plan.
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act"). Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission (the
"Commission"), by Napoli Enterprises, Inc., a Colorado corporation (the
"Company") are incorporated herein by reference:
(a) The registrant's Articles of Incorporation filed on August 31, 1999,
as amended;
(b) The Registrant's By-Laws filed on August 31, 1999;
(c) The Registrant's Form 10-SB12G Registration Statement originally
filed by the Company under the Securities Exchange Act of 1934, as
amended, with the Commission on August 31, 1999, and subsequent
amendments filed thereto;
(d) The Registrant's Form 10-KSB annual report of the Company for the
year ended February 28, 2003 filed on May 29, 2003 and all other
reports of the Company filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
ended February 28, 2003; and
(e) All documentation subsequently filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934
during the effectiveness of this registration statement.
All documents incorporated by reference herein will be made available to all
participants without charge, upon written or oral request. Other documents
required to be delivered to participants pursuant to Rule 428(b)(1) under the
Securities Act of 1933 are also available without charge, upon written or oral
request. All requests for documents shall be directed to:
NAPOLI ENTERPRISES, INC.
35, Vlaicu Pircalab str.
Chisinau, Rep. of Moldova
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The Shares registered herein are being issued to the consultant for services
provided to the registrant. Neither the Registrant's Accountants nor any other
experts named in the registration statement have any equity or other interest in
the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation and Bylaws generally require the Company
to indemnify, to the maximum extent permitted by Colorado law, any person who is
or was a director, officer, agent, fiduciary or employee of the Company against
any claim, liability or expense arising against or incurred by such person made
party to a proceeding because he is or was a director, officer, agent, fiduciary
or employee of the Company.
Section 7-108-402 (1) of the Colorado Business Corporation Act provides as
follows:
If so provided in the Articles of Incorporation, the corporation shall eliminate
or limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director;
except that any such provision shall not eliminate or limit the liability of a
director to the corporation or to its shareholders for monetary damages for any
breach of the director's duty of loyalty to the corporation or to its
shareholders, acts or omissions not in good faith or which involve the
intentional misconduct or a knowing violation of law, acts specified in section
7-108-403 [regarding unlawful corporate distributions], or any transaction from
which the director directly or indirectly derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director to the
corporation or its shareholders for monetary damages for any act or omission
occurring before the date when such provision becomes effective.
ARTICLE SEVEN (c) of the Company's Articles of Incorporation provide as follows:
No director of this corporation shall have any personal liability for monetary
damages to the corporation or its shareholders for breach of his fiduciary duty
as a director, except that this provision shall not eliminate or limit the
personal liability of a director to the corporation or its shareholders for
monetary damages for any breach, act, omission or transaction as to which the
Colorado Business Corporation Act (as in effect from time to time) prohibits
expressly the elimination or limitation of liability. Nothing contained herein
will be construed to deprive any director of his right to all defenses
ordinarily available to a director nor will anything herein be construed to
deprive any director of any right he may have for contribution from any other
director or other person.
The above discussions of the Company's Articles of Incorporation, Bylaws and the
Colorado Business Corporation Act is only a summary and is qualified in its
entirety by the full text of each of the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 - Consulting Agreement between Napoli Enterprises, Inc. and Veasti Ciumac
5 - Opinion of Davies Ward Phillips & Vineberg LLP
5.1 - Consent of Davies Ward Phillips & Vineberg LLP (incorporated into
Exhibit 5)
23.1 - Consent of Miller & McCollom, Certified Public Accountants
ITEM 9. UNDERTAKINGS
(a) The undersigned Company 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 purposes 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.
(b) The undersigned Company hereby undertakes that, for the purposes of
determining liability under the Securities Act of 1933, each filing
of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than payment by the Company of expenses paid or incurred 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, thereunto duly authorized, on this 21st day of July, 2003.
NAPOLI ENTERPRISES, INC.
By: /s/ Greg Sonic
--------------------------------
Chairman, Director and President
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:
/s/ Greg Sonic
- -------------------------------- July 21, 2003
Chairman, Director and President