Registration No. 333-
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As filed with the Securities and Exchange Commission on July 21, 2003
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE WORLD GOLF LEAGUE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-0201235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
248 EAST ALTAMONTE DRIVE
ALTAMONTE SPRINGS, FLORIDA, 32701
(Address of principal executive offices)
2003 CONSULTANT SERVICES
(Full title of the plan)
Copy to:
Michael S. Pagnano
Chief Executive Officer Russell T. Alba, Esquire
248 EAST ALTAMONTE DRIVE Foley & Lardner
ALTAMONTE SPRINGS, FLORIDA, 32701 100 North Tampa Street, Suite 2700
(407) 331-6272 Tampa, Florida 33602
(Name, address and telephone number, (813) 229-2300
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Maximum Amount of
Securities to be Registered Maximum Aggregate Offering Registration Fee
Registered Offering Price Price
Per Share
Common Stock, 34,000,000 $.028(1) $952,000.00 (1) $77.02
..001 par value
<FN>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee based on the average (any day within five
days) of the bid and ask price of the Common Stock as reported on OTCBB on July 16, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents have been previously filed by The World Golf
League, Inc. (the "Company") with the Commission and are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-KSB filed on April 14, 2003,
and all subsequent amendments filed thereto, for the fiscal year
ended December 31, 2002, which includes audited financial statements
as of and for the year ended December 31, 2002.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since April 26, 2002.
(c) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
filing of this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been
sold or which deregisters 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. Any statement contained in a document incorporated or
deemed incorporated herein by reference shall be deemed to be modified
or superceded for the purpose of this registration statement to the
extent that a statement contained herein or in any subsequently filed
document which is also, or is deemed to be, incorporated herein by
reference modifies or supercedes such statement. Any such statement so
modified or superceded shall not be deemed, except as so modified or
superceded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 145 of the Delaware General Corporation Law, the "Delaware GCL",
permits our board of directors to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding in which such person is made a
party by reason of his being or having been a director, officer, employee or
agent of ours, in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The Delaware GCL
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not Applicable.
ITEM 8. EXHIBITS.
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The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:
EXHIBIT NO. EXHIBIT
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(4.1) 2003 Consulting Services Agreement with Scott Elliott
(4.2) 2003 Consulting Services Agreement with Harvey Levin
(5) Opinion of Foley & Lardner
(23.1) Consent of Parker & Co.
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration Statement)
ITEM 9. UNDERTAKINGS.
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(a) 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 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 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 herein, 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 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) 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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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 ALTAMONTE SPRINGS, and State of Florida, on this
21st day of July, 2003.
WORLD GOLF LEAGUE, INC.
By: /s/ Michael S. Pagnano
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Michael S. Pagnano
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints George S. Bernardich, III his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
him and in his, 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, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, 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 agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
SIGNATURE TITLE DATE
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/s/ Michael S. Pagnano Chief Executive Officer July 21, 2003
- ----------------------- (Principal Executive Officer)
Michael S. Pagnano
/s/ Michael S. Pagnano Chief Executive Officer July 21, 2003
- ----------------------- (Principal Executive Officer)
Michael S. Pagnano
/s/ Michael S. Pagnano Director July 21, 2003
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Michael S. Pagnano
/s/ William Page
- ------------------ Director July 21, 2003
William Page
/s/ King Simmons
- ------------------ Director July 21, 2003
King Simmons
EXHIBIT INDEX
THE WORLD GOLF LEAGUE, INC. 2003 CONSULTANT SERVICES
EXHIBIT NO. EXHIBIT
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(4.1) 2003 Consulting Services Agreement with Scott Elliott
(4.2) 2003 Consulting Services Agreement with Harvey Levin
(5) Opinion of Foley & Lardner
(23.1) Consent of Parker & Co.
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration Statement)