SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
SportsNuts.com International, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 87-0561426
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10421 South 400 West, Suite 550, Salt Lake City Utah 84095
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(Address of Principal Executive Offices) (Zip Code)
Consulting Agreement with James Morris and Wayne Cooper
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(Full Title of the Plan)
Kenneth I. Denos, 10421 South 400 West, Suite 550, Salt Lake City,Utah 84095
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(Name and Address of Agent For Service)
(801) 816-2500
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
----------------------- ----------------------- ----------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock 150,000 shares $0.75 $112,500 $29.70
----------------------- ----------------------- ----------------------- ----------------------- ----------------------
Warrants 450,000 shares $0.75 $337,500 $89.10
</TABLE>
(1) The maximum offering price per share of the securities is calculated based
on Rule 457(c). The maximum offering price is $0.75 based upon the average of
the bid and asked price on November 27, 2000.
(2) The maximum aggregate offering price of the Common Stock and the Warrants
registered hereunder equals 600,000 shares multiplied by the offering price of
$0.75, equaling $450,000.
(3) The aggregate amount of the Registration Fee equals $118.80. This amount is
arrived at pursuant to the fee schedules set forth in Section 6 of the
Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in this
Part I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement in Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Item 1. Plan Information.
(a) General Plan Information
The Registrant (sometimes referred to hereinafter as the
"Company"), James Morris, and Wayne Cooper entered into a consulting agreement
(the "Agreement"), effective November 20, 2000, the nature and purpose of which
were to compensate Messrs. Morris and Cooper (collectively, "Consultants") for
corporate public relations and information services provided to the Registrant.
The Agreement provides for the issuance of 150,000 shares of Common Stock,
together with warrants to acquire 450,000 shares of the Company's Common Stock
("Warrants"). One third of the Warrants are exercisable at a price of$0.75 per
share, one third are exercisable at a price of $1.00 per share, and one third
are exercisable at a price of $1.25 per share. The Warrants expire November 19,
2001. The shares of Common Stock and the Warrants issued pursuant to the
Agreement shall be divided equally between the Consultants.
The Agreement is sometimes referred to hereinafter as the "Plan,"
and the participants in the Plan are sometimes referred to hereinafter as the
"Participants."
The Plan is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974.
The name, address, and telephone number of the Registrant are as
set forth on the facing page of this Registration Statement. Additional
information about the Plan may be obtained from the Registrant by any
Participant.
(b) Securities to be Offered
(1) The Registrant intends to issue shares of its
Common Stock, par value $0.002 per share, the
amounts of which are set forth above in subsection
(a) of this Item 1. The Registrant also intends to
issue Warrants to acquire shares of its Common
Stock, the terms of which are set forth above in
subsection (a) of this Item 1.
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(2) Description of Securities.
(i) Description of Common Stock. Each share of
Common Stock is entitled to one vote. The holders
of Common Stock are entitled to receive dividends
on a pro rata basis if and when declared by the
Company's Board of Directors. The Company has
never paid a dividend and does not anticipate
doing so in the near future. Each share of Common
Stock is entitled to share ratably in any assets
avail able for distribution to holders of equity
securities upon the liquidation of the Company.
(ii) Description of Warrants. Holders of the
Warrants are not entitled to any rights or
benefits as a stockholder of the Company.
Consequently, unless such Warrants are exercised,
holders of the Warrants may not vote the shares of
Common Stock underlying such Warrants for any
corporate action taken by the shareholders of the
Company, nor receive cash dividends if any are
declared by the Company's Board of Directors.
Shares of Common Stock underlying the Warrants
will be adjusted accordingly for stock dividends,
stock splits, and recapitalizations.
(iii) Certain Charter and Bylaw Provisions.
Certain provisions of the Company's Certificate of
Incorporation ("Certificate") and the Bylaws
adopted therefrom may have the effect of
preventing, discouraging, or delaying a change in
the control of the Company and may maintain the
incumbency of the Board of Directors and
management. The Certificate and Bylaws provide
that the Board of Directors shall have authority
to fix the number of directors and to fill
vacancies of the Board of Directors as such
vacancies occur. The Certificate and Bylaws also
provide for the Board of Directors to be
classified into three classes of directors serving
staggered three-year terms. As a result, one-third
of the Board of Directors may be elected each
year. Moreover, the Certificate provides that
these provisions of the Certificate relating to
number, vacancies, and classification of the Board
of Directors may only be amended by a vote of at
least 662/3% of the shareholders. Finally, the
Bylaws provide that special meetings of the
stockholders may only be called by the President
of the Company or pursuant to a resolution adopted
by a majority of the Board of Directors.
(c) Employees Who May Participate in the Plan
James Morris and Wayne Cooper, Consultants to the Registrant, are
the only eligible Participants in the Plan.
(d) Purchase of Securities Pursuant to the Plan and Payment
for Securities Offered
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(1) The Participants in the Plan will be issued shares
of Common Stock and Warrants to acquire shares of
Common Stock for services rendered as consultants
of the Registrant. The number of shares and
Warrants issued to each Participant is set forth
above in subsection (a) of this Item 1.
(2) The Participants in the Plan have provided or will
continue to provide consulting services to the
Registrant in payment for the shares and Warrants
issued to such Participants.
(3) No contributions are required by any Participant
under the Plan to receive the shares of Common
Stock issued under to the Plan that are not
subject to the Warrants. The Participants are
required to pay the exercise price of the Warrants
in order to receive the shares of Common Stock
underlying such Warrants. The exercise price for
the Warrants is set forth above in subsection (a)
of this Item 1.
(4) No contributions by the Registrant other than the
issuance of shares and Warrants is applicable.
(5) Reports to the Participants as to the amount and
status of any Participant's account under the Plan
will not be made.
(6) The shares issuable pursuant to the Plan will be
newly issued shares of the Registrant.
(e) Resale Restrictions
There are no resale restrictions on the securities offered.
(f) Tax Effects on Plan Participation
The Plan is not qualified under Section 401(a) of the Internal
Revenue Code and each Participant will recognize ordinary income equal to the
aggregate fair market value of the shares issued to such Participant as of the
date of issuance.
(g) Investment of Funds
Not applicable.
(h) Withdrawal from Plan; Assignment of Contract
(1) Withdrawal from Plan- Not applicable.
(2) Assignment:The Plan is not assignable or delegable
without the consent of an authorized representa-
tive of the Registrant.
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(i) Forfeitures and Penalties
The Plan contains confidentiality provisions that, if contravened
by a Participant, would constitute a breach of contract, the result of which
could be money damages and other equitable relief received from Consultants by
the Registrant.
(j) Charges and Deductions, and Liens Therefor
There are no charges or deductions that may be made against any
Participant's interest in the Plan.
Item 2. Registration Information and Employee Plan Annual Information.
Registrant shall provide to the Participant, without charge, upon
oral or written request, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. The Registrant shall also provide to the
Participant, without charge, upon oral or written request, all of the documents
required to be delivered to the Participant pursuant to Rule 428(b). Any and all
such requests shall be directed to the Registrant at the address set forth on
the cover page hereof. Its telephone number is (801) 816-2500.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in the
Registration Statement:
(a) the Registrant's Annual Report on Form 10-KSB for
the year ended December 31, 1999, as filed with the
SEC; and
(b) all other reports filed with the SEC pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since December 31, 1999; and
In addition to the above, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
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 in the
Registration Statement and to be a part thereof from the date of filing of such
documents.
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Any statement contained herein or in a document incorporated or
deemed incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Kenneth I. Denos serves as President and General Counsel to the
Registrant and currently holds 9,185 shares of Common Stock of SportsNuts.com,
Inc., a controlled subsidiary of the Registrant, and the following Common Stock
purchase options:
<TABLE>
<CAPTION>
Number of Options (Vested/Unvested) Exercise Price
----------------------------------- --------------
<S> <C> <C>
200,000/450,000 $0.41
</TABLE>
Item 6. Indemnification of Directors and Officers.
Delaware General Corporate Law
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
allows a corporation to eliminate or limit the personal liability of a director
to the corporation or its shareholders for monetary damages for breach of
fiduciary duty except for:(i) any breach of the duty of loyalty to the
corporation or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii)
declaration of unlawful dividends or unlawful stock repurchases or redemptions;
(iv) any transaction from which the director derived an improper benefit; or (v)
any act or omission occurring prior to the date any such provision eliminating
or limiting such liability became effective.
Section 145(a) of the DGCL provides that a corporation may
indemnify an officer or director who is or is threatened to be made a party to a
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that such officer or director is or was (i) serving as an
officer, director, employee, or agent of the corporation, or (ii) served at the
request of such corporation as an officer, director, employee, or agent of
another corporation or other enterprise or entity. Such indemnification may only
be made if the officer's or director's conduct was in good faith and in a manner
such person reasonably believed to be in or not opposed to the corporation's
best interests, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. Section 145(c) of the
DGCL provides that a corporation shall indemnify an officer or director for his
reasonable expenses in connection with the defense of any proceeding if the
officer or director has been successful, on the merits or otherwise. Section
145(e) provides that a corporation may advance expenses to an officer or
director who is made a party to a criminal or civil
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proceeding before a final disposition is made, if the corporation receives an
undertaking by or on behalf of such officer or director to repay any amounts
advanced if it is determined that such officer or director was not entitled to
indemnification. Section 145(j) provides that the indemnification provisions of
Section 145 continue for a person who has ceased to be an officer or director,
and inures to the benefit of the heirs, executors, and administrators of such
person. Section 145(g) provides that a corporation may purchase and maintain
insurance on behalf of officers or directors, among others, against liabilities
imposed upon them by reason of actions in their capacities as such, and whether
or not the corporation would have the power to indemnify them against such
liability under Section 145.
Certificate of Incorporation
Article VII of the Certificate of Incorporation provides that the
liability of directors to the Company or its stockholders is eliminated to the
fullest extent permitted under the DGCL, as described in the preceding section.
Bylaws
Article VI, Section 6.1(a) of the Bylaws provides that an officer
or director who was or is made party to, or is threatened to be made a party to,
or is involved in any proceeding by reason of the fact that he or she is or was
an officer or director, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, or as its
representative in another enterprise shall be indemnified and held harmless to
the fullest extent permitted and subject to the standards of conduct,
procedures, and other requirements under Delaware law. Article, VI, Section
6.1(a) further provides that the Company may purchase and maintain insurance on
behalf of an officer or director against any liability arising out of their
status as such, whether or not the corporation would have the power to indemnify
such officer or director.
Article VI, Section 6.1(b) of the Bylaws provides that the right of
an officer or director to indemnification shall continue beyond termination as
such an inures to the benefit of the heirs and personal representatives of such
officer or director.
Article VI, Section 6.1(d) of the Bylaws provides that the Company
shall, from time to time, reimburse or advance to an officer or director the
funds necessary for payment of expenses incurred in connection with defending
any proceeding for which he or she is indemnified by the corporation, in advance
of the final disposition of such proceeding, provided that, if then required by
the DGCL, such advancements may only be paid upon the receipt by the corporation
of an undertaking by or on behalf of such officer or director to repay any such
amount so advanced if it is ultimately determined by a final and unappealable
judicial decision that the officer or director is not entitled to be indemnified
for such expenses.
Item 7. Exemption from Registration Claimed
Not Applicable
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Item 8. Exhibits.
The following documents are filed as exhibits to this Form S-8.
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
5.1 Opinion of Kenneth I. Denos regarding the legality
of the securities being registered hereunder.
24.1 Consent of Kenneth I. Denos (contained in
Exhibit 5.1 above).
24.2 Consent of Independent Auditors, HJ & Associates,
L.L.C.
99.1 Consulting Agreement, dated November 20, 2000,
among the Registrant, James Morris, and Wayne
Cooper.
</TABLE>
Item 9. Undertakings.
(a) The Registrant hereby undertakes to do the following:
(1) To file, during any period in which offers or
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; and
(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 herein, 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, as amended, may be permitted to directors, officers, and
controlling persons of the registrant pursuant to any provisions or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
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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 a
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 the city of Salt Lake City, State of Utah, on November 27, 2000.
This Form S-8 has been signed below on behalf of the Company and by the
following persons, which include the principal executive officer, principal
financial officer, its controller or principal accounting officer, and at least
a majority of the board of directors, in the following capacities and on the
dates indicated:
SPORTSNUTS.COM INTERNATIONAL, INC.
By: /s/ KENNETH I. DENOS
------------------------------------------
Kenneth I. Denos
Chief Executive Officer
(principal executive officer and principal
financial and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on the 29th of November, 2000.
Signature Title
/s/ Kenneth I. Denos Chief Executive Officer, Chairman, and sole
-------------------------------- Director
Kenneth I. Denos
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Index and Description of Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5.1 Opinion of Kenneth I. Denos regarding the legality
of the securities being registered hereunder.
24.1 Consent of Kenneth I. Denos (contained in
Exhibit 5.1 above).
24.2 Consent of Independent Auditors, HJ & Associates,
L.L.C.
99.1 Consulting Agreement, dated November 20, 2000,
among the Registrant, James Morris, and Wayne
Cooper.
</TABLE>
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