<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1999
REGISTRATION NO. 333-80661
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
POST EFFECTIVE AMENDMENT NO. 1
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>
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 Amended Opinion of Krys Filed electronically herewith
Boyle 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, Previously filed as Exhibit 23.2
Certified Public Accountants to Form S-8, File No. 333-80661,
filed June 15, 1999
2
<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 Post
Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Riviera Beach, State of Florida on
July 16, 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 Post
Effective Amendment 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 July 16,1999
- --------------------------- and Director
David J. Panaia
/s/ William M. Hartman Chief Financial Officer July 16, 1999
- ---------------------------
/s/ Guy T. Lindley Treasurer and Director July 16, 1999
- ---------------------------
Guy T. Lindley
/s/ Thomas Derita, Jr. Director July 16, 1999
- ---------------------------
Director July __, 1999
- ---------------------------
Gerald V. Bergman
3
KRYS BOYLE FREEDMAN & SAWYER, P.C.
Attorneys at Law
TELEPHONE Suite 2700 South Tower FACSIMILE
(303) 893-2300 600 Seventeenth Street (303) 893-2882
Denver, Colorado 80202-5427
July 16, 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 1,000,000 shares of common stock which may be
issued upon the exercise of options granted under the Company's First Stock
Incentive Plan through a Registration Statement on Form S-8 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; and
(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 shares of the Company's $.0001 par value common stock which may
be issued upon the exercise of options under the First Stock Incentive 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.
