<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1999
REGISTRATION NO. 33-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ecom ecom.com, Inc.
(Exact name of Registrant as specified in its charter)
FLORIDA 65-0538051
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
8125 Monetary Drive, Suite H4
Riviera Beach, Florida 33404
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices and place of business)
FIRST STOCK INCENTIVE PLAN
(Full title of the plan)
David J. Panaia, President
ecom ecom.com, Inc.
8125 Monetary Drive, Suite H4
Riviera Beach, Florida 33404
(561) 622-4395
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Stanley F. Freedman, Esq.
Krys Boyle Freedman & Sawyer, P.C.
600 Seventeenth Street, Suite 2700S
Denver, Colorado 80202
(303) 893-2300
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE<FN1> PRICE FEE<FN2>
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $4.13 $4,130,000 $1,148.14
$.000l par value Shares
</TABLE>
[FN]
<FN1>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee.
<FN2>
(2) Registration fee based upon shares to be issued in the future from time
to time pursuant to the Registrant's First Stock Incentive Plan, calculated
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
</FN>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below in paragraphs (a) through (c) of this Item
hereby are incorporated by reference in this Registration Statement. In
addition, all documents hereafter filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered 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.
(a) Registrant's Annual Report on Form 10-KSB for Registrant's fiscal
year ended May 31, 1998, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
(b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year ended May 31, 1998.
(c) Description of Registrant's Common Stock, $.0001 par value, as set
forth in Item 11 of Registrant's Registration Statement on Form SB-1 filed
with the Commission on September 6, 1995.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act generally provides that a
corporation may indemnify its directors, officers, employees and agents
against liabilities and reasonable expenses (including attorneys' fees)
incurred in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, and
whether formal or informal (a "Proceeding"), by reason of being or having been
a director, officer, employee, fiduciary or agent of the Corporation, if such
person acted in good faith and reasonably believed that his conduct in his
official capacity with the Corporation was in the best interests of the
Corporation (or, with respect to employee benefit plans, was in the best
interests of the participants in or beneficiaries of the plan), and in all
other cases his conduct was at least not opposed to the Corporation's best
interests. In the case of a criminal proceeding, the director, officer,
employee or agent must have had no reasonable cause to believe his conduct was
unlawful. The Corporation may not indemnify a director, officer, employee or
agent in connection with a proceeding by or in the right of the Corporation if
such person is adjudged liable to the Corporation, or in a proceeding in which
such person is adjudged liable for receipt of an improper personal benefit.
Unless limited by the Corporation's Articles of Incorporation, the Corporation
shall be required to indemnify a director or officer of the Corporation who is
wholly successful, on the merits or otherwise, in defense of any proceeding to
2
<PAGE>
which he was a party, against reasonable expenses incurred by him in
connection with the proceeding. The foregoing indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
applicable law, the Corporation's Articles of Incorporation, Bylaws,
agreement, vote of shareholders or disinterested directors, or otherwise.
The Corporation's Articles of Incorporation and Bylaws generally provide
for indemnification of directors, officers, employees and agents to the
fullest extent allowed by law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION LOCATION
4.1 Articles of Incorporation Incorporated by reference to
Exhibit 2.0 to the Registrant's
Form SB-1 Registration Statement
No. 33-96638-A
4.2 Bylaws Incorporated by reference to
Exhibit 2.1 to the Registrant's
Form SB-1 Registration Statement
No. 33-96638-A
5.1 Opinion of Krys Boyle Filed electronically herewith
Freedman & Sawyer, P.C.
23.1 Consent of Krys Boyle Contained in Exhibit 5.1
Freedman & Sawyer, P.C.
23.2 Consent of Hafer & Gilmer, Filed electronically herewith
Certified Public Accountants
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 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 therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3
<PAGE>
(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 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 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.
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.
4
<PAGE>
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 Riviera Beach, State of Florida on
May 28, 1999.
ecom ecom.com, inc.
By: /s/ David J. Panaia
David J. Panaia, President
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.
SIGNATURES TITLE DATE
/s/ David J. Panaia President and May 28,1999
- --------------------------- and Director
David J. Panaia
/s/ Guy T. Lindley Treasurer (Principal May 28, 1999
- --------------------------- Financial and Accounting
Guy T. Lindley Officer) and Director
/s/ Thomas Derita, Jr. Director May 28, 1999
- ---------------------------
/s/ Gerald V. Bergman Director May 28, 1999
- ---------------------------
Gerald V. Bergman
5
KRYS BOYLE FREEDMAN & SAWYER, P.C.
Attorneys at Law
TELEPHONE Suite 2700 South Tower FACSIMILE
(303) 893-2300 600 Seventeenth Street (303) 893-2882
enver, Colorado 80202-5427
June 8, 1999
ecom ecom.com, inc.
8125 Monetary Drive, Suite H4
Riviera Beach, Florida 33404
Re: SEC Registration Statement on Form S-8
Gentlemen:
We are counsel for ecom ecom.com, inc., a Florida corporation (the
"Company") in connection with its registration under the Securities Act of
1933, as amended (the "Act"), of 100,000,000 shares of common stock which may
be issued upon the exercise of options granted under the Company's First Stock
Incentive Stock Plan through a Registration Statement on Form S-8 as to which
this opinion is a part, to be filed with the Securities and Exchange
Commission (the "Commission").
In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:
(1) Articles of Incorporation of the Company as filed with the
Secretary of State of the State of Florida, as amended.
(2) Minute book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.
(3) The Registration Statement.
(4) The exhibits to the Registration Statement to be filed with the
Commission.
We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, it is our opinion that
the 1,000,000,000 shares of the Company's $.0001 par value common stock which
may be issued upon the exercise of options under the Incentive Stock Option
Plan will, upon the purchase, receipt of full payment, issuance and delivery
in accordance with the terms of such options, be duly and validly authorized,
legally issued, fully paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By /s/ Stanley F. Freedman, P.C.
Stanley F. Freedman, P.C.
HAFER & GILMER
Certified Public Accountants
251 Royal Palm Way, Suite 302
Palm Beach, Florida 33480-4310
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
ecom ecom.com, Inc.
We consent to the incorporation by reference in the registration
statement on Form S-8 of ecom ecom.com, Inc. to our report dated July 31, 1998
relating to the consolidated balance sheet of ecom ecom.com, Inc. as of May
31, 1998 and 1997, and the related statements of operations, stockholder's
equity, and cash flows for the years then ended which report appears in the
May 31, 1998 Annual Report on Form 10KSB of ecom ecom.com, inc.
/s/ Hafer & Gilmer
Hafer & Gilmer
Riviera Beach
June 9, 1999
