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 85095
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Address of Principal Executive Offices) (Zip Code)
SportsNuts.com International, Inc. 1999 Stock Option Plan
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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(1) Per Share(2) Price(3) Fee(4)
----------------------- ----------------------- ----------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock 584,000 shares $0.97 $566,480 $149.55
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</TABLE>
(1) Represents the aggregate number of shares of Common Stock, par value $0.002
per share, issuable upon the exercise of vested stock options granted under the
Company's 1999 Stock Option Plan, as amended (the "Plan"). This Registration
Statement also covers such additional securities as may be become issuable to
prevent dilution from stock splits, stock dividends, and similar events.
(2) The maximum offering price per share of the securities is calculated based
on Rule 457(c). The maximum offering price per share is $0.97 based upon the
average of the bid and asked price on November 13, 2000.
(3) The maximum aggregate offering price equals 584,000 shares multiplied by the
offering price of $0.97, equaling $566,480.
(4) The amount of the Registration Fee equals $149.55. 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.
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.
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
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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
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<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 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.
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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
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).
</TABLE>
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<TABLE>
<S> <C> <C>
24.2 Consent of Independent Auditors, HJ & Associates,
L.L.C.
99.1 SportsNuts.com International, Inc. 1999 Stock
Option Plan.(1)
99.2 Form of Stock Option Grant.(2)
99.3 Form of Exercise Notice and Agreement.(3)
</TABLE>
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(1) Filed as an exhibit to the Registrant's quarterly report on Form 10-QSB,
filed with the Commission on May 15, 1999.
(2) Filed as an exhibit to the Registrant's quarterly report on Form 10-QSB,
filed with the Commission on May 15, 1999.
(3) Filed as an exhibit to the Registrant's quarterly report on Form 10-QSB,
filed with the Commission on May 15, 1999.
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 policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
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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 14, 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
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Kenneth I. Denos
Chief Executive Officer
(principal executive officer and
principal financial and accounting
officer)
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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 14th of November, 2000.
Signature Title
/s/ Kenneth I. Denos Chief Executive Officer, Chairman, and
------------------------ sole Director
Kenneth I. Denos
Index and Description of Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C> <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 SportsNuts.com International, Inc. 1999
Stock Option Plan.(1)
99.2 Form of Stock Option Grant.(2)
99.3 Form of Exercise Notice and Agreement.(3)
</TABLE>
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(1) Filed as an exhibit to the Registrant's quarterly report on Form 10-QSB,
filed with the Commission on May 15, 1999.
(2) Filed as an exhibit to the Registrant's quarterly report on Form 10-QSB,
filed with the Commission on May 15, 1999.
(3) Filed as an exhibit to the Registrant's quarterly report on Form 10-QSB,
filed with the Commission on May 15, 1999.
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