AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 2004
REGISTRATION NO. _______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Hairmax International, Inc. f/k/a National Beauty Corp.
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(Exact name of Registrant as specified in its charter)
Nevada 13-3422912
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(State or other jurisdiction of (IRS Employer identification No.)
incorporation or organization)
9900 West Sample Road
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Coral Springs, Florida 33065
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(Address of Principal Executive Offices, including ZIP Code)
2004 Non-Qualified Stock Compensation Plan
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(Full title of the plan)
Edward A. Roth
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9900 West Sample Road
Coral Springs, Florida 33065
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(Name and address of agent for service)
(954) 825-0299
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF
TO BE SHARES OFFERING AGGREGATE REGISTRATION
REGISTERED TO BE REGISTERED PRICE PER OFFERING FEE
SHARE PRICE(1)
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$.001 par
value
common stock 6,000,000 $.13 (1) $780,000 $98.83
TOTALS 6,000,000 $780,000 $98.83
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, as amended, and is calculated on the basis of the
average of the high and low prices reported on the OTC Bulletin Board as of
April 12, 2004.
PROSPECTUS
Hairmax International, Inc.
6,000,000 Shares of Common Stock
This prospectus relates to the offer and sale by Hairmax International,
Inc., a Nevada corporation ("Hairmax International"), of 6,000,000 shares of its
$.001 par value per share common stock to certain employees, officers, directors
and consultants (the "consultants") pursuant to consulting agreements and the
2004 Non-Qualified Stock Compensation Plan (the "Stock Plan"). Pursuant to the
Stock Plan and the consulting agreements, in payment for services rendered,
Hairmax International is registering hereunder and then issuing, upon receipt of
adequate consideration therefore, to the consultants and persons covered by the
Stock Plan, 6,000,000 shares of common stock.
The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of Hairmax
International 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.
Hairmax International is currently registering 25% of the shares for affiliates
of the company. An affiliate is summarily, any director, executive officer or
controlling shareholder of Hairmax International or any one of its subsidiaries.
An "affiliate" of Hairmax International 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 Hairmax
International in the future, he/she would then be subject to Section 16(b) of
the Exchange Act. The common stock is traded on the OTC Bulletin Board under the
symbol "HRMX."
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 April 13, 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 Hairmax International 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: Hairmax International,
9900 West Sample Road, Coral Springs, Florida 33065. Hairmax International's
telephone number is (954) 825-0299.
Hairmax International 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 Hairmax International under the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington D.C. 20549.
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 Hairmax International This prospectus does not constitute an
offer or a solicitation by anyone in any state in which such is not authorized
or in which the person making such is not qualified or to any person to whom it
is unlawful to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of Hairmax International since the date hereof.
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 6
Item 1. The Plan Information 6
Item 2. Registrant Information and Employee Plan Annual Information 8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 8
Item 3. Incorporation of Documents by Reference 8
Item 4. Description of Securities 8
Item 5. Interests of Named Experts and Counsel 8
Item 6. Indemnification of Officers, Directors, Employees and Agents;
Insurance 9
Item 7. Exemption from Registration Claimed 9
Item 8. Exhibits 9
Item 9. Undertakings 10
SIGNATURES 12
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
ITEM 1. THE PLAN INFORMATION.
THE COMPANY
Hairmax International has its principal executive offices at 9900 West
Sample Road, Coral Springs, Florida 33065. Hairmax International's telephone
number is (954) 825-0299.
PURPOSE
Hairmax International will issue common stock to certain employees,
officers, directors and consultants pursuant to consulting agreements and the
Stock Plan, which has been approved by the Board of Directors of Hairmax
International. The agreements and the Stock Plan are intended to provide a
method whereby Hairmax International may be stimulated by the personal
involvement of such employees, officers, directors and consultants in Hairmax
International's future prosperity, thereby advancing the interests of Hairmax
International and all of its shareholders. The Stock Plan has been filed as an
exhibit to this registration statement.
COMMON STOCK
The Board has authorized the issuance of up to 6,000,000 shares of the
common stock to the certain employees, officers, directors and consultants upon
effectiveness of this registration statement.
THE CONSULTANTS
The consultants have agreed to provide their expertise and advice to
Hairmax International for the purposes set forth in the consulting agreements.
NO RESTRICTIONS ON TRANSFER
The employees, officers, directors and 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 RECIPIENTS
The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The employees, officers, directors and consultants, therefore,
will be required for federal income tax purposes to recognize compensation
during the taxable year of issuance unless the shares are subject to a
substantial risk of forfeiture. Accordingly, absent a specific contractual
provision to the contrary, the recipients 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. If, however, the recipients receive shares of common
stock pursuant to the exercise of an option or options at an exercise price
below the fair market value of the shares on the date of exercise, the
difference between the exercise price and the fair market value of the stock on
the date of exercise will be deemed compensation for federal income tax
purposes. The recipients are urged to consult each of their 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 a tax deductible expense by Hairmax
International for federal income tax purposes in the taxable year of Hairmax
International during which the recipient recognizes income.
RESTRICTIONS ON RESALES
In the event that an affiliate of Hairmax International 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 has 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 Hairmax International. 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. Hairmax International has agreed that for the purpose of any "profit"
computation under 16(b), the price paid for the common stock issued to
affiliates is equal to the value of services rendered. Shares of common stock
acquired hereunder by persons other than affiliates are not subject to Section
16(b) of the Exchange 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: Hairmax International, 9900 West Sample Road, Coral Springs,
Florida 33065, where its telephone number is (954) 825-0299.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Hairmax International, a Nevada corporation (the
"Company"), are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2002, filed with the Securities and Exchange Commission;
(b) The reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended December 31, 2002;
(c) A description of the Company's common stock as contained in its Form 10-SB,
as amended, filed April 30, 1999 (File No. 00030212), including any
amendment or report filed for the purpose of updating such description; and
(d) All other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
registration statement 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements of Hairmax International are incorporated by
reference in this prospectus as of and for the year ended December 31, 2002 and
have been audited by Perrella & Associates, P.A., independent certified public
accountants, as set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon the authority of said firm as experts
in auditing and accounting.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
Under Nevada law, a corporation may indemnify its officers, directors,
employees and agents under certain circumstances, including indemnification of
such person against liability under the Securities Act of 1933. A true and
correct copy of Section 78.7502 of Nevada Revised Statutes that addresses
indemnification of officers, directors, employees and agents is attached hereto
as Exhibit 99.1.
In addition, Section 78.037 of the Nevada Revised Statutes and Hairmax
International's Articles of Incorporation and Bylaws provide that a director of
this corporation shall not be personally liable to the corporation or its
stockholders for monetary damages due to breach of fiduciary duty as a director
except for liability (a) for acts or omissions not in good faith which involve
intentional misconduct, fraud or a knowing violation of law; or (b) for the
payments of distribution in violation of Nevada Revised Statute 78.300.
The effect of these provisions may be to eliminate the rights of Hairmax
International and its stockholders (through stockholders' derivative suit on
behalf of Hairmax International) to recover monetary damages against a director
for breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (a) - (b) of the preceding paragraph.
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 the Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
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5.1 Legal opinion of Law Offices of Harold H. Martin, P.A.
10.1 2004 Non-Qualified Stock Plan
23.1 Consent of Law Offices of Harold H. Martin, P.A.
(included in Exhibit 5.1)
23.2 Consent of Perrella & Associates, P.A.
99.1 Section 78.7502 of Nevada Revised Statutes
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 to:
(I) include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(II) 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, represents a
fundamental change in the information set forth in the registration
statement;
(III)include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material
change to such information in this registration statement. Provided,
however, that paragraphs (1)(i) and (1)(ii) shall not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability pursuant to the
Securities 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 offered 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 Rule 14c-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.
(5) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant
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 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 in connection with the securities being registered, 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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant'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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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 Coral Springs, State of Florida, on April 13, 2003.
Hairmax International
(Registrant)
/s/ Edward Roth
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Edward Roth
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 date indicated.
SIGNATURES TITLE DATE
/s/ Edward Roth President, Chief Executive April 13, 2004
- ----------------- Officer and Director
Edward Roth
/s/ Alisha Roth Secretary, Treasurer, Director April 13, 2004
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Alisha Roth
/s/ Barbara Patagalia Director April 13, 2004
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Barbara Patagalia
/s/Michael Bongiovanni Chief Financial Officer, Director April 13, 2004
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Michael Bongiovanni