<PAGE>
As filed with the Securities and Exchange Commission on March 3, 2000
REGISTRATION NO. ________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZEROPLUS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1929282
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12800 Middlebrook Road, Suite 400 20874
Germantown, Maryland (Zip Code)
(Address of Principal
Executive Offices)
ZEROPLUS.COM, INC. (FORMERLY E-NET, INC.)
1999 STOCK COMPENSATION PLAN
(Full title of the plan)
Robert A. Veschi Charles A. Sweet, Esq.
President Williams & Connolly LLP
zeroplus.com, Inc. 725 - 12th Street, N.W.
12800 Middlebrook Road, Suite 400 Washington, D.C. 20005
Germantown, Maryland 20874 (202) 434-5000
(Name and address of agent (Copy to)
for service)
(301) 601-8700
(Telephone number, including area
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount maximum maximum
Title of securities to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.01 per value 1,000,000(1) $9.953(2) $9,953,000(2) $2,268.00(3)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) The zeroplus.com, Inc. (formerly e-Net, Inc.) 1999 Stock Compensation
Plan (the "Plan") authorizes the issuance of a maximum of 1,000,000 shares of
common stock, $0.01 par value ("Common Stock"), all of which are being
registered hereunder. -0- shares of Common Stock authorized to be issued
under the Plan are subject to outstanding options granted under the Plan and
1,000,000 are available for future grants thereunder.
(2) Estimated pursuant to Rule 457(c) and (h) solely for the purposes of
calculating the amount of the registration fee. The proposed maximum offering
price per share was determined by calculating the weighted average exercise
price of the 1,000,000 shares of Common Stock being offered at an exercise price
of $9.953, based on the average of the high and low price per share of the
Common Stock on February 29, 2000, as reported in the Nasdaq SmallCap Market.
(3) Calculated by dividing the proposed maximum aggregate offering price by the
amount to be registered.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference the following documents that we filed with
the Securities and Exchange Commission (the "SEC") under the Securities Exchange
Act of 1934 (the "EXCHANGE ACT"):
- - The Annual Report on Form 10-KSB of zeroplus.com, Inc. (formerly e-Net,
Inc.) (the "COMPANY"), SEC File No. 000-20865, for the fiscal year ended
March 31, 1999, filed with the SEC on June 29, 1999.
- - Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 1999,
filed with the SEC on August 16, 1999.
- - Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30,
1999, filed with the SEC on November 15, 1998.
- - Quarterly Report on Form 10-QSB for the fiscal quarter ended December 31,
1999, filed with the SEC on February 14, 2000.
- - Current Report on Form 8-K, filed with the SEC on September 23, 1999.
- - Current Report on Form 8-K, filed with the SEC on December 14, 1999.
- - Current Report on Form 8-K, filed with the SEC on December 22, 1999.
- - Current Report on Form 8-K, filed with the SEC on February 8, 2000.
- - Current Report on Form 8-K, filed with the SEC on February 22, 2000.
- - Definitive Proxy Statement on Schedule 14A, filed with the SEC on
November 12, 1999.
- - Supplemental Definitive Proxy Materials on Schedule 14A, filed with the
SEC on November 29, 1999.
- - Description of the Common Stock contained in Form 8-A Registration
Statement, as amended, filed with the SEC on February 11, 1997, and all
amendments and reports subsequently filed for the purpose of updating that
description.
We also incorporate by reference all documents that we file with the
SEC
-1-
<PAGE>
under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, before we file a
post-effective amendment indicating that all securities offered by this
registration statement have been sold or deregistering all securities remaining
unsold.
Any statement contained or incorporated by reference in this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that it is modified or superceded
by any other statement in this registration statement or in any subsequently
filed document that is incorporated by reference. Any statement modified in this
manner shall not be deemed to be a part of this registration statement, and any
statement superseded in this manner shall not be deemed to constitute a part of
this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Delaware law, the Company's Restated Certificate of
Incorporation includes a provision that provides that the Company will, to the
fullest extent permitted by applicable law, defend and hold harmless any person
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "PROCEEDING") by reason of the fact that he, or a person for
whom he is a legal representative, is or was a director or officer of the
Company or is or was serving at the request of the Company as a director or
officer of another corporation or of a partnership, joint venture, trust
enterprise or nonprofit entity, including services with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorney's fees) reasonably incurred by such person. The Company must indemnify
a person in connection with a Proceeding (or part thereof) he or she initiated
only if the proceeding (or part thereof) was authorized by the Board of
Directors of the Company. To the fullest extent permitted by the Delaware
General Corporation Law (THE "DGCL") as currently in effect or as it may be
amended, a director of the Company shall not be liable to the Company or its
stockholders for monetary damages for the breach of fiduciary duty as a
director.
The provisions are intended to afford directors protection against, and
to limit their potential liability for, monetary damages resulting from suits
alleging a breach of the duty of care by a director. They also diminish the
potential rights of action which might otherwise be available to shareholders by
limiting the liability
-2-
<PAGE>
of directors to the maximum extent allowable under Delaware law and by affording
indemnification against most damages and settlement amounts paid by a director
of the Company in connection with any shareholders' derivative action. As a
consequence of these provisions, stockholders of the Company will be unable to
recover monetary damages against directors for action taken by them that may
constitute negligence or gross negligence in performance of their duties unless
such conduct falls within an exception under the DGCL or under Delaware case
law. The provision, however, does not alter the applicable standards governing a
director's fiduciary duty and does not eliminate or limit the right of the
Company or any stockholder to obtain an injunction or any other type of
equitable relief in the event of a breach of fiduciary duty. Management of the
Company believes these provisions will assist the Company in securing and
retaining qualified persons to serve as directors. The Company is unaware of any
pending or threatened litigation against the Company or its directors that would
result in any liability for which such director would seek indemnification or
similar protection.
The Company believes that the substantial increase in the number of
lawsuits being threatened or filed against corporations and their directors has
resulted in a growing reluctance on the part of capable persons to serve as
members of boards of directors of public companies. The Company also believes
that the increased risk of personal liability without adequate insurance or
other indemnity protection for its directors could result in overcautious and
less effective direction and management of the Company. The limitation on
liability and indemnification provisions are intended to increase the protection
provided directors and, thus, increase the Company's ability to attract and
retain qualified persons to serve as directors. Additionally, the Company has
procured directors' liability insurance coverage, but there is no assurance that
it will provide coverage to the extent of the director's claims for
indemnification. In such an event, the Company may be forced to bear a portion
or all of the cost of the director's claims for indemnification and, the value
of the Company stock may be adversely affected as a result. There is also no
assurance that the Company will be able to continue to procure directors'
liability insurance. It is uncertain whether the Company's directors would
continue to serve in such capacities if improved protection from liability were
not provided.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (THE "ACT"), may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration.
Not applicable.
-3-
<PAGE>
Item 8. Exhibits.
<TABLE>
<S> <C> <C>
4.1 -- zeroplus.com, Inc. (formerly e-Net, Inc.) 1999 Stock Compensation
Plan, (incorporated by reference from Quarterly Report on Form
10-QSB for the fiscal quarter ended December 31, 1999, filed with
the SEC on February 14, 2000)
4.2 -- Restated Certificate of Incorporation, filed December 18, 1998
(incorporated by reference from Post-Effective Amendment No. 2 to
the Company's Registration Statement on Form S-1, as filed with
the SEC on January 6, 1998, as further amended and declared
effective on January 27, 1999 ("POST-EFFECTIVE AMENDMENT NO. 2"))
4.3 -- Restated Bylaws of the Company (incorporated by reference from
Post-Effective Amendment No. 2)
5.1 -- Opinion of Williams & Connolly LLP regarding legality of
securities being registered
24.1 -- Consent of Grant Thornton LLP
24.2 -- Consent of Williams & Connolly LLP (included in Exhibit 5.1)
25.1 -- Power of Attorney (included on pages 6-7)
</TABLE>
Item 9. Undertakings.
(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:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To 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, represent
a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration
-4-
<PAGE>
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information required to be included in a post-effective
amendment by those paragraphs and which 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 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 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 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
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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
-5-
<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, duly thereunto
authorized, in the County of Montgomery, State of Maryland, on March 3, 2000.
ZEROPLUS.COM, INC.
By: /s/ Robert A. Veschi
--------------------
Robert A. Veschi
President
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates stated. Each person whose
signature appears below hereby constitutes and appoints each of Robert A. Veschi
and Donald J. Shoff as such person's true and lawful attorney-in-fact and agent
with full power of substitution for such person and in such person's name, place
and stead, in any and all capacities, to sign and to file with the Securities
and Exchange Commission, any and all amendments and post-effective amendments to
this Registration Statement, with exhibits thereto and other documents in
connection therewith, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any substitute therefor,
may lawfully do or cause to be done by virtue thereof.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Alonzo E. Short, Jr. Chairman of the Board March 3, 2000
- ------------------------------------------
Alonzo E. Short, Jr., Lt. Gen., USA (ret.)
/s/ Robert A. Veschi President, Chief Executive March 3, 2000
- ------------------------------------------ Officer, Director
Robert A. Veschi
</TABLE>
-6-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Donald J. Shoff Chief Financial Officer March 3, 2000
- ------------------------------------------ (Chief Accounting Officer),
Donald J. Shoff Director
/s/ William L. Hooton Director March 3, 2000
- ------------------------------------------
William L. Hooton
/s/ Clive Whittenbury Director March 3, 2000
- ------------------------------------------
Clive Whittenbury, Ph.D.
/s/ William W. Rogers, Jr. Director March 3, 2000
- ------------------------------------------
William W. Rogers, Jr.
/s/ Michael A. Viren Director March 3, 2000
- ------------------------------------------
Michael A. Viren
</TABLE>
-7-
<PAGE>
Exhibit Index
<TABLE>
<S> <C> <C>
4.1 -- zeroplus.com, Inc. (formerly e-Net, Inc.) 1999 Stock
Compensation Plan (incorporated by reference from Quarterly
Report on Form 10-QSB for the fiscal quarter ended December 31,
1999, filed with the SEC on February 14, 2000)
4.2 -- Restated Certificate of Incorporation, filed December 18, 1998
(incorporated by reference from Post-Effective Amendment No. 2 to
the Company's Registration Statement on Form S-1, as filed with
the SEC on January 6, 1998, as further amended and declared
effective on January 27, 1999 ("POST-EFFECTIVE AMENDMENT NO. 2"))
4.3 -- Restated Bylaws of the Company (incorporated by reference from
Post-Effective Amendment No. 2)
5.1 -- Opinion of Williams & Connolly LLP regarding legality of
securities being registered
24.1 -- Consent of Grant Thornton LLP
24.2 -- Consent of Williams & Connolly LLP (included in Exhibit 5.1)
25.1 -- Power of Attorney (included on pages 6-7)
</TABLE>
<PAGE>
EXHIBIT 5.1
WILLIAMS & CONNOLLY LLP
725 TWELFTH STREET, N.W.
WASHINGTON, D.C. 20005
202-434-5000
March 3, 2000
zeroplus.com, Inc.
12800 Middlebrook Road, Suite 200
Germantown, Maryland 20787
Re: Shares of Common Stock, par value $0.01, of zeroplus.com, Inc.
(THE "COMPANY") to be offered and sold pursuant to the
Company's Registration Statement on Form S-8, as filed on or
about March 3, 2000 (SUCH SHARES OF COMMON STOCK, THE "COMMON
STOCK" AND SUCH REGISTRATION STATEMENT, AS IT MAY BE AMENDED
FROM TIME TO TIME, THE "REGISTRATION STATEMENT")
Ladies & Gentlemen:
We have acted as counsel to the Company in connection with the proposed
issuance of the Common Stock pursuant to the Registration Statement.
This opinion is solely for the benefit of and may be relied upon only
by the Company in connection with the transactions contemplated by the
Registration Statement. This opinion may not be relied upon by, nor may copies
be delivered to, any other person or entity or used for any other purpose
without my prior written consent.
We are members of the Bar of the District of Columbia. We do not hold
ourselves out as experts on, nor do we express any opinion as to or with respect
to the applicability of, the laws of any jurisdiction other than the laws of the
District of Columbia, the federal laws of the United States, and the General
Corporation Law of the State of Delaware (THE "OPINING JURISDICTIONS").
<PAGE>
zeroplus.com, Inc.
March 3, 2000
Page 2
We express no opinion with respect to any of the following legal
issues: (a) state or federal securities laws or regulations; (b) fraudulent
transfer and fraudulent conveyance laws; or (c) federal and state tax laws and
regulations.
In connection with this Opinion, we have examined the Registration
Statement, the prospectus related thereto (THE "PROSPECTUS") and the Company's
1999 Stock Compensaton Plan, as amended (THE "PLAN"). In addition to the
Registration Statement, we have reviewed such documents and given consideration
to such matters of law and fact as we have deemed appropriate, in our
professional judgment, to render this Opinion. We have also relied, without
further independent investigation, as to certain matters of fact, on information
obtained from public officials, from officers of the Company and from other
sources believed by us to be responsible.
The assumptions, opinions and conclusions stated below are subject to:
(a) bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws affecting the rights and remedies of creditors generally; and (b)
general principles of equity and the exercise of judicial discretion.
We have assumed, without further investigation, the following: (a) all
natural persons who are involved have sufficient legal capacity to enter into
and perform the offer, issuance, sale and delivery by the Company of the shares
of Common Stock and the purchase of such shares by the purchasers thereof, all
as contemplated by the Registration Statement, the Prospectus and the Plan (THE
"TRANSACTIONS") or to carry out their respective roles in the Transactions; (b)
each party to the Transactions has satisfied those legal requirements that are
applicable to it to the extent necessary to make the agreements contemplated by
the Registration Statement, the Prospectus and the Plan (THE "AGREEMENTS") to
which it is a party enforceable against it; (c) each party to the Transactions
has complied with all legal requirements pertaining to its status as such status
relates to its rights to enforce the Agreements against the other parties to the
Transactions; (d) each document submitted to us for review is accurate and
complete, each such document that is an original is authentic, each such
document that is a copy conforms to an authentic original, and all signatures on
each such document are genuine; (e) each certificate issued by a government
official concerning a person or entity's property or status is accurate,
complete and authentic and all official public records (including their proper
indexing and filing) are accurate and complete; (f) the conduct of the parties
to the Transactions has complied with any requirement of good faith, fair
dealing and unconscionability; (g) the parties have acted in good faith and
without notice of any defense against the enforcement of any rights created by
the Transactions; (h) there are no agreements or understandings among the
parties, written or oral, and there is no usage of trade or course of prior
dealing among the parties that would, in either case, define, supplement or
qualify the
<PAGE>
zeroplus.com, Inc.
March 3, 2000
Page 3
terms of the Agreements; (i) all statutes, judicial and administrative
decisions, and rules and regulations of governmental agencies constituting the
law of the Opining Jurisdictions are generally available (I.E., in terms of
access and distribution following publication or other release) to lawyers
practicing in the Opining Jurisdictions, and are in a format which makes legal
research reasonably feasible; (j) the constitutionality or validity of a
relevant statute, rule, regulation or agency action is not in issue unless a
reported decision in the Opining Jurisdiction has specifically addressed but not
resolved, or has established, its unconstitutionality or validity; (k) the
parties will obtain all permits and governmental approvals required in the
future, and take all actions similarly required, relevant to subsequent
consummation of the Transactions or performance of the Agreements; (l) all
parties to the Transactions will act in accordance with, and will refrain from
taking any action that is forbidden by, the terms and conditions of the
Agreements; and (m) the Transactions and the execution, delivery and performance
of the Agreements will not (i) breach, or result in a default under, any
existing obligation of a party to the Transactions to a contract to which such
party is a party or by which its property is bound, or (ii) breach or otherwise
violate any existing obligation of any court and administrative order, writ,
judgment or decree that names any such party and is specifically directed to it
or its property. Each assumption specifically described in this Opinion is made
with the express consent and approval of the Company. However, we have not
relied on information (including certificates or other documentation) or
assumptions, otherwise appropriate in the circumstances, if we have knowledge
that the information or assumptions are false or if we have knowledge of facts
that under the circumstances would make the reliance unreasonable.
This Opinion speaks only as of its date. We have no obligation to
advise the Company (or any third party) of changes in law or fact that occur
after the date of this Opinion, even though the change may affect the legal
analysis, a legal conclusion or an informational confirmation in this Opinion.
Based upon the foregoing and subject to the qualifications contained in
the next paragraph, we are of the opinion that the shares of Common Stock are
validly authorized and, when (a) the pertinent provisions of the Securities Act
of 1933 and such "blue sky" and other securities laws as may be applicable have
been complied with and (b) such shares have been duly delivered against payment
therefor as contemplated by the Registration Statement, the Prospectus and the
Plan, such shares will be validly issued, fully paid, and nonassessable.
We note that the Company intended to increase the number of its
authorized shares of Common Stock from 10,000 to 50,000,000 (THE "INCREASE") by
mean of a Certificate of Amendment to its Certificate of Incorporation, which
amendment was filed with the Delaware Secretary of State on January 25, 1996
(THE "PRIOR
<PAGE>
zeroplus.com, Inc.
March 3, 2000
Page 4
AMENDMENT"). However, the Increase was not formally ratified by the shareholders
of the Company until a special meeting held on March 15, 1996. On April 14,
1998, the Company filed a Certificate of Correction (THE "CORRECTION")
correcting the effective date of the Increase from January 25, 1996 to March 15,
1996. On December 18, 1998, the shareholders of the Company approved a Restated
Certificate of Incorporation that reiterated the contents of the Correction, and
thereby ratified the Correction.
This Opinion deals only with the specific legal issues it explicitly
addresses. Accordingly, the express opinions set forth above concerning a
particular legal issue do not address any other matters.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations thereunder.
Very truly yours,
/s/ Williams & Connolly LLP
WILLIAMS & CONNOLLY LLP
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated June 10, 1999, accompanying the financial
statements incorporated by reference in the Annual Report of zeroplus.com, Inc.
(formerly e-Net, Inc.) on Form 10-KSB for the year ended March 31, 1999. We
hereby consent to the incorporation by reference of said report in the
Registration Statement of zeroplus.com, Inc., on Form S-8, to be filed on or
about March 3, 2000.
/s/ GRANT THORNTON LLP
Vienna, Virginia
March 3, 2000
