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As filed with the Securities and Exchange Commission on January 9, 1997
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________
PROSOFT I-NET SOLUTIONS, INC.
(Exact Name of Issuer as Specified in Its Charter)
NEVADA 87-0448639
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7100 KNOTT AVENUE
BUENA PARK, CALIFORNIA 90620
(714) 562-8282
(Address and Telephone Number of Principal Executive Offices)
______________________
PROSOFT DEVELOPMENT, INC.
1996 STOCK OPTION PLAN
PRO-SOFT DEVELOPMENT CORP.
1996 STOCK OPTION PLAN
(Full Title of the Plan)
_____________________
ERIC W. RICHARDSON
7100 KNOTT AVENUE
BUENA PARK, CALIFORNIA 90620
(714) 562-8282
(Name, Address and Telephone Number, including Area Code, of Agent For Service)
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<CAPTION>
=================================================================================================
CALCULATION OF REGISTRATION FEE
=================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
PER SHARE(1) OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share......... 1,792,500 $18 $32,265,000 $9,778
=================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) and based on the average of the bid and ask prices of the
Common Stock of Prosoft I-Net Solutions, Inc. on January 6, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been previously filed by Prosoft
I-Net Solutions, Inc. ("Company") with the Securities and Exchange Commission
("Commission"), are hereby incorporated herein by reference:
(a) The Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended ("1933 Act"), and containing
audited financial statements for the Company for the period ended July 31,
1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended ("Exchange Act") since July
31, 1996; and
(c) The description of the Company's Common Stock which is
contained in the Registration Statement filed by the Company under Section
12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All reports, proxy statements and other documents subsequently filed
by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all such
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
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada Private Corporation Law ("NPCL") provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to (x) any action or suit by or in the right
of the corporation against expenses, including amounts paid in settlement and
attorneys' fees, actually and reasonably incurred, in connection with the
defense or settlement believed to be in, or not opposed to, the best interests
of the corporation, except that indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction to be liable
2
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to the corporation or for amounts paid in settlement to the corporation and (y)
any other action or suit or proceeding against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred, if he or she acted in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, reasonable cause to believe his
or her conduct was unlawful. To the extent that a director, officer, employee
or agent has been "successful on the merits or otherwise" the corporation must
indemnify such person. The articles of incorporation or bylaws may provide that
the expenses of officers and directors incurred in defending any such action
must be paid as incurred and in advance of the final disposition of such action.
The NPCL also permits the corporation to purchase and maintain insurance on
behalf of the corporation's directors and officers against any liability arising
out of their status as such, whether or not the corporation would have the power
to indemnify him against such liability. These provisions may be sufficiently
broad to indemnify such persons for liabilities arising under the Securities
Act.
The Company's Restated Articles of Incorporation provide that the Company
shall indemnify any director or officer of the Company in connection with
certain actions, suits or proceedings, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred. The Company is also required to pay any expenses incurred by a
director or officer in defending the Company or its stockholders for damages for
breach of fiduciary duty as a director or officer, provided that such a
provision must not eliminate or limit the liability of a director or officer
for: (a) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or (b) the payment of illegal distributions. The
Company's Restated Articles of Incorporation include a provision eliminating the
personal liability of directors for breach of fiduciary duty except that such
provision will not eliminate or limit any liability which may not be so
eliminated or limited under applicable law.
The Company's Bylaws generally require the Company to indemnify, as well as
to advance expenses, to its directors and its officers to the fullest extent
permitted by Nevada Law upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it should be ultimately determined
that they are not entitled to indemnification by the Company. The Company has
also entered into indemnification agreements with its directors and officers
which similarly provide for the indemnification and advancement of expenses by
the Company.
The Company maintains liability insurance for its directors and officers
covering, subject to certain exceptions, any actual or alleged negligent act,
error, omission, misstatement, misleading statement, neglect or breach of duty
by such directors or officers, individually or collectively, in the discharge of
their duties in their capacity as directors or officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Hewitt & McGuire, LLP
23.1 Consent of Ernst & Young LLP
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23.2 Consent of Kelly & Co.
23.3 Consent of Hewitt & McGuire, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on Signature Page)
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:
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(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. Notwithstanding the foregoing, any increase or
decrease in the volume of the securities offered (if the total value of
securities offered would not exceed that which is registered) and any
deviation from the low or high and the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) 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.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933
Act, 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.
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That, for purposes of determining any liability under the 1933 Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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 1933 Act
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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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 Buena Park, State of California, on January 6, 1997.
PROSOFT I-NET SOLUTIONS, INC.,
a Nevada corporation
By: /s/ KEITH D. FREADHOFF
-------------------------
Keith D. Freadhoff
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below authorizes Keith P.
Freadhoff and Eric W. Richardson, and either of them, with full power of
substitution and resubstitution, his true and lawful attorneys-in-fact, for him
in any and all capacities, to sign any amendments (including post-effective
amendments) to the Registration Statement and to file the same with Exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission.
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 indicated.
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<CAPTION>
Signature Title Date
- ------------------------- ---------------------------------- ---------------
<S> <C> <C>
/s/ KEITH D. FREADHOFF Chairman of the Board and Chief January 6, 1997
- ------------------------- Executive Officer (principal
Keith D. Freadhoff executive officer)
/s/ DONALD L. DANKS President and Director January 6, 1997
- -------------------------
Donald L. Danks
/s/ BROOKS A. CORBIN Chief Financial Officer January 6, 1997
- ------------------------- (principal
Brooks A. Corbin accounting officer)
Director January __, 1997
- -------------------------
William E. Richardson
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<C> <S>
5.1 Opinion of Hewitt & McGuire, LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Kelly & Co.
23.3 Consent of Hewitt & McGuire, LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on Signature Page)
</TABLE>
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EXHIBIT 5.1
[LETTERHEAD OF HEWITT & MCGUIRE, LLP]
January 6, 1997
Prosoft I-Net Solutions, Inc.
7100 Knott Avenue
Buena Park, CA 90620
Re: Form S-8 Registration Statement
-------------------------------
Gentlemen:
We have acted as your legal counsel in the preparation of the Form
S-8 Registration Statement ("Registration Statement") which will be filed with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 1,792,500 shares of common stock,
$.001 par value, ("Common Stock") of Prosoft I-Net Solutions, Inc., a Nevada
corporation ("Company") issuable upon exercise of the stock options granted
pursuant to the ProSoft Development, Inc. 1996 Stock Option Plan and the Pro-
Soft Development Corp. 1996 Stock Option Plan.
As such legal counsel, we have made such legal and factual inquiries
as we deemed necessary under the circumstances for the purposes of rendering
this opinion. In reliance thereon, we are of the opinion that the 1,792,500
shares of Common Stock of the Company being registered under the aforementioned
Registration Statement will, when issued in full pursuant to the options granted
and exercised in accordance with the terms of the stock option plans and related
stock option agreements, be duly authorized and validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement.
Sincerely,
/s/ HEWITT & MCGUIRE
--------------------
HEWITT & MCGUIRE, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the ProSoft Development, Inc. 1996 Stock
Option Plan and Pro-Soft Development Corp. 1996 Stock Option Plan, of our report
dated August 28, 1996, with respect to the consolidated financial statements of
Prosoft I-Net Solutions, Inc. for the period ended July 31, 1996 included in the
Registration Statement on Form S-1 (File No. 333-11247) of Prosoft I-Net
Solutions, Inc.
ERNST & YOUNG LLP
Orange County, California
January 7, 1997
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EXHIBIT 23.2
CONSENT OF KELLY & CO., INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the ProSoft Development, Inc. 1996 Stock
Option Plan and Pro-Soft Development Corp. 1996 Stock Option Plan, of our
report, dated March 8, 1996, on the financial statements of Professional
Development Institute (a sole proprietorship) appearing in the Registration
Statement on Form S-1 (File No. 333-11247) of Prosoft I-Net Solutions, Inc. for
the period February 1, 1995 to December 31, 1995.
KELLY & CO.
Newport Beach, California
January 7, 1997
