SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
SBI COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in charter)
DELAWARE 58-1700840
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26030 Avenue Hall, No. 5, Valencia, California 91355
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(Address of Principal Executive Officers)(Zip Code)
Linda Layton
26030 Avenue Hall, No. 5
Valencia, California 91355
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(Name and address of agent for service)
(661) 257-8000
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(Telephone number, including area code, of agent for service)
2001 EMPLOYEE STOCK COMPENSATION PLAN
(Full Title of the Plan)
Copies of all communications to:
John Holt Smith, Esq.
Kelly Lytton & Vann LLP
1900 Century Park East, Suite 1450
Los Angeles, California 90067
(310) 277-1250
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common 1,500,000 SHS. $1.00 $1,500,000 $396
$.001 par value
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(1) Includes an indeterminate number of additional shares that may be issued
pursuant to the above employee benefit plan as a result of any future stock
split, stock dividend or similar adjustment.
(2) Estimated pursuant to Rule 457(c) solely for purpose of calculating the
amount of the registration fee, based upon the average of the high and low
prices reported on January 2, 2001, as reported on the OTC Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement of SBI COMMUNICATIONS, INC. ("SBID") and in the related Section 10(a)
prospectus:
(a) Annual Report on Form 10-KSB for the year ended December 31, 1999, of
SBI Communications, Inc., SBID's predecessor.
(b) Quarterly report on Form 10-QSB for quarter ended March 31, 2000, on
Form 8-K dated April 27, 2000, of SBID.
(c) Quarterly report on Form 10-QSB for quarter ended June 30,2000
(d) Quarterly report on Form 10-QSB for quarter ended September 30, 2000
In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 into this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
The Company's authorized common stock consists of 40,000,000 shares of
common stock, par value $.001 per share and 10,000,000 shares of preferred
stock, par value $.001. Each holder of SBID common stock is entitled to one vote
for each share held on all matters to be voted upon by our stockholders. Holders
of SBID common stock have no cumulative voting rights. Holders of SBID common
stock are entitled to receive ratably dividends, if any, as may be declared from
time to time by the board of directors out of legally available funds, except
that holders of preferred stock may be entitled to receive dividends before the
holders of the common stock.
In the event of a liquidation, dissolution or winding up of company
business, holders of SBID's common stock would be entitled to share in our
assets remaining after the payment of liabilities and the satisfaction of any
liquidation preference granted the holders of any then outstanding shares of
preferred stock. Holders of SBID common stock have no preemptive or conversion
rights or other subscription rights. In addition, there are no redemption or
sinking fund provisions applicable to our common stock. All outstanding shares
of SBID common stock are duly authorized, validly issued, fully paid and
nonassessable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities that may be offered under the SBID 2001
Employee Stock Compensation Plan (the "Plan") will be passed upon for SBID by
John Holt Smith of Kelly Lytton & Vann LLP, Attorneys at Law, 1900 Avenue of the
Stars, Suite 1450, Los Angeles, California 90067.
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Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article _____ of SBID's Certificate of Incorporation authorizes SBID to
indemnify any current or former director, officer, employee, or agent of SBID
against expenses, judgments, fines, and amounts paid in settlement incurred by
him in connection with any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, to the
fullest extent not prohibited by the Delaware General
Corporations Laws, public policy or other applicable law. Section 145 of the
Delaware General Corporation Law authorizes a corporation to indemnify its
directors, officers, employees, or agents in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
provisions permitting advances for expenses incurred) arising under the 1933
Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibit
Number Description
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5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountants
Consent of Counsel (included in Exhibit 5.1)
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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) 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) 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 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.
(5) Insofar as indemnification for liabilities 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.
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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 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 Los Angeles, California, on the date below.
DATED: January 11, 2001 SBI COMMUNICATIONS, INC.
By /s/ Vince Vellardita
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Vince Vellardita
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 dates respectively indicated.
/s/ Vince Vellardita Date: January 11, 2001
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Vince Vellardita
Director and President
/s/ Ronald Foster Date: January 11, 2001
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Ronald Foster
Secretary
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