<PAGE>
As filed with the Securities and Exchange Commission on March 8, 1999
Registration Statement No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMPLETE WELLNESS CENTERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1910135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
666 11TH STREET, N.W., SUITE 200,
WASHINGTON, D.C. 20001 D.C. 20001
(Address of Principal Executive Offices) (Zip Code)
1999 CONSULTANT STOCK PLAN
(Full title of the Plans)
Joseph Raymond, Jr., Chairman and Chief Executive Officer
666 11TH STREET, N.W.
SUITE 200,
WASHINGTON, D.C. 20001
(Name and address, including zip code of agent for services)
(202) 639-9700
(Telephone number, including area code, of agent for service)
Copies to:
Hank Gracin, Esq.
Lehman & Eilen LLP
50 Charles Lindbergh Blvd., Suite 505
Uniondale, NY 11553
Ifany of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [X]
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Page 1 of 9 pages
Exhibit Index at page 4
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount of Maximum Maximum
Title of Securities Amount Offering Aggregate
Registration to be Price Per Offering
to be Registered Registered Share* Price*
Fee
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<S> <C> <C> <C>
Common Stock, $.0001665 par
value, under the 1999
Consultant Stock Plan 475,000 $2.00 $950,000
TOTALS 475,000 $950,000
======= ==========
<FN>
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457, on the basis of the closing sales price of the Registrant's Common
Stock as reported on NASDAQ on March 4, 1999.
</FN>
</TABLE>
2
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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.
(a) Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1997, as amended, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended.
(b) Registrant's Quarterly Reports on Form 10-QSB for the
fiscal quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, as
amended.
(c) Registrant's Current Reports on Form 8-K dated March 9,
1999, December 30, 1998, December 3, 1998, September 21, 1998, August 21, 1998,
July 10, 1998, June 3, 1998, March 12, 1998, February 9, 1998 and January 16,
1998.
(d) The description of Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission on February 7,
1997 under Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, 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.
Item 4. DESCRIPTION OF SECURITIES
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
None.
3
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Act"). Article VII of the Registrant's Bylaws provides for
mandatory indemnification of its directors and permissible indemnification of
its officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law. The Registrant has entered into
Indemnification agreements with its officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law. Reference is also made to Section XII B of the Investor Rights
agreement, which contains provisions indemnifying officers and directors of the
Registrant against certain liabilities. Reference is also made to the
Underwriting Agreements entered into in connection with the Company's initial
public offering indemnifying officers and directors of the Company and other
persons against certain liabilities, including those arising under the Act.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description of Document
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4.1 Form of Common Stock Certificate (incorporated
herein by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form SB-2
(File No. 333-18291), as amended.)
4.2 1999 Consultant Stock Plan
5.1 Opinion of counsel re: legality of securities
being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5.1).
4
<PAGE>
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;
(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 (a)(1)(i) and (a)(1)(ii) do not
5
<PAGE>
apply if the information required to be included in a post-effective amendment
by those paragraphs 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 this 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 (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.
(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, 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.
6
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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
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 Washington, D.C., on the 8th day of March, 1999.
COMPLETE WELLNESS CENTERS, INC.
By /s/ Joseph Raymond, Jr.
-------------------------------------------
Joseph Raymond, Jr., Chairman of the Board
and Chief Executive Officer and Director
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 date indicated.
7
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Signature Date
/s/ Joseph Raymond, Jr. March 8, 1999
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Name: Joseph Raymond, Jr.
Title: Chairman and Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Sergio Vallejo March 8, 1999
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Name: Sergio Vallejo
Title: Chief Operating Officer and Director
/s/ Eric Kaplan March 8, 1999
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Name: Eric Kaplan
Title: President and Director
/s/ Michael Brigante March 8, 1999
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Name: Michael Brigante
Title: Chief Financial Officer
(Principal Accounting and Financial Officer
/s/ Scott Conover March 8, 1999
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Name: Scott Conover
Title: General Counsel and Treasurer
/s/ E. Eugene Sharer March 8, 1999
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Name: E. Eugene Sharer
Title: Director
/s/ Robert Mrazek March 8, 1999
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Name: Robert Mrazek
Title: Director
/s/ Kenneth A. Rubin March 8, 1999
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Name: Kenneth A. Rubin
Title: Director
/s/ Frank Goveia March 8, 1999
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Name: Frank Goveia
Title: Director
/s/ Joseph M. Jacobs March 8, 1999
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Name: Joseph M. Jacobs
Title: Director
8
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/s/ Jay L. Maymudes March 8, 1999
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Name: Jay L. Maymudes
Title: Director
/s/ Arthur H. Amron March 8, 1999
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Name: Arthur H. Amron
Title: Director
/s/ Paul M. Jacob March 8, 1999
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Name: Paul M. Jacob
Title: Director
/s/ Douglas J. Lambert March 8, 1999
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Name: Douglas J. Lambert
Title: Director
/s/ Frederick B. Simon March 8, 1999
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Name: Frederick B. Simon
Title: Director
9
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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4.1 Form of Common Stock Certificate (incorporated
herein by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form SB-2
(File No. 333-18291), as amended.)
4.2 1999 Consultant Stock Plan
5.1 Opinion of counsel re: legality of securities being
registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5.1).
<PAGE>
EXHIBIT 4.2
CONSULTANT STOCK PLAN
I. Purpose of the Plan.
The purpose of this Plan is to further the growth of Complete Wellness
Centers, Inc. and its subsidiaries (together being the "Company") by allowing
the Company to compensate consultants and certain other persons providing bona
fide services to the Company, through the award of Complete Wellness Centers,
Inc. common stock, and/or options to purchase same.
II. Definitions.
Whenever used in this Plan, the following terms shall have the meanings
set forth in this Section:
1. "Award" means any grant of Common Stock, or options to
purchase Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of Complete
Wellness Centers, Inc.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the common stock, $.0001665 par value
per share, of Complete Wellness Centers, Inc.
5. "Date of Grant" means the day the Board of Directors authorizes the
grant of an Award or such later date as may be specified by the Board of
Directors as the date a particular Award will become effective.
6. "Participant" means any person or entity that renders bona fide
services to the Company (including, without limitation, the following: a person
employed by the Company in a key capacity (other than an officer or director of
the Company); a person or company engaged by the Company as a consultant; or a
lawyer, law firm, accountant or accounting firm; provided, however, that such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction ).
7. "Subsidiary" means any corporation that is a subsidiary with
regard to as that term is defined in Section 424(f) of the Code.
III. Effective Date of the Plan.
The effective date of this Plan is March 8, 1999.
<PAGE>
IV. Administration of the Plan.
The Board of Directors will be responsible for the administration of
this Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration
of this Plan unless it resulted from the member's willful misconduct.
V. Stock Subject to the Plan.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 475,000 shares. The Board of Directors may increase
the maximum number of shares of Common Stock as to which Awards may be granted
at such time as it deems advisable.
VI. Persons Eligible to Receive Awards.
Awards may be granted only to Participants.
VII. Grants of Awards.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Participant Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
<PAGE>
each Participant will relate. No grant will be made if, in the judgment of the
Board of Directors, such a grant would constitute a public distribution within
the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules
and regulations promulgated thereunder.
VIII. Delivery of Stock Certificates.
As promptly as practicable after authorizing the grant of an Award,
Complete Wellness Centers, Inc. shall deliver to the person who is the recipient
of the Award, a certificate or certificates registered in that person's name,
representing the number of shares of Common Stock that were granted. If
applicable, each certificate shall bear a legend to indicate that the Common
Stock represented by the certificate was issued in a transaction which was not
registered under the Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the registration requirements
of the Act.
IX. Employment.
Nothing in this Plan or in the grant of an Award shall confer upon any
Participant the right to continue in the employ of the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Participant at any time for any reason whatsoever, with or without cause.
X. Laws and Regulations.
The obligation of Complete Wellness Centers, Inc. to sell and deliver
shares of Common Stock on the grant of an Award under this Plan shall be subject
to the condition that counsel for Complete Wellness Centers, Inc. be satisfied
that the sale and delivery thereof will not violate the Act or any other
applicable laws, rules or regulations.
<PAGE>
XI. Withholding of Taxes.
If subject to withholding tax, the Company shall be authorized to
withhold from an Participant's salary or other cash compensation such sums of
money as are necessary to pay the Participant's withholding tax. The Company may
elect to withhold from the shares to be issued hereunder a sufficient number of
shares to satisfy the Company's withholding obligations. If the Company becomes
required to pay withholding taxes to any federal, state or other taxing
authority as a result of the granting of an Award and the Participant fails to
provide the Company with the funds with which to pay that withholding tax, the
Company may withhold up to 50% of each payment of salary or bonus to the
Participant (which will be in addition to any other required or permitted
withholding), until the Company has been reimbursed for the entire withholding
tax it was required to pay.
XII. Termination of the Plan.
The Board of Directors may suspend or terminate this Plan at any time
or from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.
XIII. Delivery of Plan.
A copy of this Plan shall be delivered to all participants, together
with a copy of the resolution or resolutions of the Board of Directors
authorizing the granting of the Award and establishing the terms, if any, of
participation.
<PAGE>
EXHIBIT 5.1
March 8, 1999
Board of Directors
Complete Wellness Centers, Inc.
666 11th St., N.W., Suite 200
Washington, D.C. 20001
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, this letter relates to the Registration Statement on
Form S-8 filed by Complete Wellness Centers, Inc. (the "Company) with the
Securities and Exchange Commission on March 8, 1999 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 475,000 shares of common stock issuable under the 1999
Consultant Stock Plan (herein, the "Shares").
In so acting, I have examined originals or copies, certified or
otherwise identified to our satisfaction, of the proceedings taken by the
Company in connection with the issuance of the Shares, the Registration
Statement and such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such inquiries
of such officers and representatives, as I have deemed relevant or necessary as
a basis for the opinions hereinafter set forth.
In such examination, I have assumed without independent verification,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents. As to all questions of fact material to this opinion
that have not been independently established, I have relied upon representations
of the Company in the Registration Statement, certificates or comparable
documents of officers of the Company and of public officials. My examination of
matters of law has been limited to the Delaware General Corporation Law.
Based on the foregoing, and subject to the qualifications stated
herein, as of the date hereof, it is my opinion that upon issuance and sale in
the manner described in the Registration Statement, such Shares will be validly
issued, fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Scott Conover, Esq.
General Counsel
<PAGE>
EXHIBIT 23.1
Ernst & Young LLP
Certified Public Accountants & Management Consultants
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1999 Consultant Stock Plan of our report dated March 30,
1998, with respect to the consolidated financial statements of Complete Wellness
Centers, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission
/s/ Ernst & Young, LLP
Washington, D.C.
March 9, 1999
