As filed with the Securities and Exchange Commission on December__, 1999
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MERCHANTONLINE.COM, INC.
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(Exact name of registrant as specified in its charter)
Florida 84-1233073
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(State or other jurisdiction of I.R. S. Employer Identification No.
incorporation or organization)
1600 S. DIXIE HIGHWAY, SUITE 300, BOCA RATON, FLORIDA 33431
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(Address of Principal Executive Offices) (Zip Code)
CONSULTING AGREEMENTS
------------------------
(Full title of the plan)
Tarek Kirschen
MerchantOnline.com, Inc.
1600 S. Dixie Highway, Suite 300
Boca Raton, Florida 33431
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(Name and address of agent for service)
(561) 395-3585
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(Telephone number, including area code, of agent for service)
Copies to:
Michael D. Karsch.
Broad and Cassel
7777 Glades Road
Boca Raton, Florida 33434
(305) 483-7000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value 500,000 $2.67 $1,335,925 $353
- ------------------------------------------------------------------------------------------------
</TABLE>
(1)Pursuant to Rule 416, promulgated under the Securities Act of 1933,
as amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustment from stock splits, stock
dividends or similar events.
(2)Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities Act of
1933, as amended, and based upon the average of the high and low sales price of
the Issuer's common stock on December 17, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement:
1. The Registrant's Annual Report on Form 10-KSB for the year ended
March 31, 1998, as filed with the Securities and Exchange Commission (the
"Commission");
2. The Registrant's Current Reports on Form 8-K filed February 4,
1999, February 24, 1999 and October 19, 1999.
3. The description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 10-SB filed with the Commission.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all 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 of such documents with the Commission.
Any statement contained in a document 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 a subsequently filed
document incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under the Florida Business Corporation
Act to indemnify its directors and officers to the extent provided for in such
law. The Registrant's Certificate of Incorporation and Bylaws provide that the
Registrant may insure, shall indemnify and shall advance expenses on behalf of
its officers and directors to the fullest extent not prohibited by law. The
Registrant is also a party to indemnification agreements with each of its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS
5.1 Opinion of Broad and Cassel
10.1 Consulting Agreement with SBZ Investments
23.1 Consent of Broad and Cassel (contained in its opinion
filed as Exhibit 5.1 to this Registration Statement)
23.2 Consent of Millward & Co.
24.1 Power of Attorney (included in the signature page of
this Registration Statement)
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:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) 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 volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(c) 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)(a) and (1)(b) shall
not 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 Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
<PAGE>
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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
Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Boca Raton, State of Florida on this 21st day of
December 1999.
MERCHANTONLINE.COM, INC.
By: /s/ TAREK KIRSCHEN
-----------------------------
Tarek Kirschen, President
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.
SIGNATURES TITLE DATE
- ---------- ----- ----
/s/ TAREK KIRSCHEN President, Chief Executive Officer and
- ------------------ Director December 21, 1999
Tarek Kirschen
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
5.1 Opinion of Broad and Cassel
10.70 Consulting Agreement with SBZ Investments
23.1 Consent of Broad and Cassel (contained in
its opinion filed as Exhibit 5.1 to this
Registration Statement)
23.2 Consent of Millward & Co.
24.1 Power of Attorney (included in the signature
page of this Registration Statement)
EXHIBITS 5.1 AND 23.1
OPINION AND CONSENT OF BROAD AND CASSEL
BROAD AND CASSEL
7777 Glades Road
Suite 300
Boca Raton, Florida 33434
December 13, 1999
Tarek Kirschen
MerchantOnline.com, Inc.
1600 S. Dixie Highway, Suite 300
Boca Raton, Florida 33431
Re: MERCHANTONLINE.COM, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion with respect to the shares of common
stock, par value $.01 per share (the "Common Stock") of MerchantOnline.com, Inc.
(the "Company"), included in the Registration Statement on Form S-8 (the "Form
S-8") filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company, and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as we deem relevant and necessary for the
opinions expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents, and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinions, we have
relied upon statements or certificates of officials and representatives of the
Company and others.
Based on, and subject to the foregoing, we are of the opinion that the
shares of Common Stock being registered in the Form S-8 will, once issued as
contemplated under the Form S-8, shall have been duly and validly issued, and
shall be fully paid and non-assessable.
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.
This opinion has been prepared and is to be construed in accordance
with the Report on Standards for Florida Opinions, dated April 8, 1991, issued
by the Business Law Section of The Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Form S-8. In giving such consent, we do not thereby admit that we are included
within the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Broad and Cassel
--------------------
BROAD AND CASSEL
EXHIBIT 10.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement") made as of this 21st day of
September, 1999 is by and between MerchantOnline.com, Inc., a Florida
corporation, with its principal place of business at 1600 S. Dixie Highway,
Suite 300, Boca Raton, FL 33431 (the "Company"), and SBZ Investments and Adrian
Crosbie-Jones, Principal with its principal place of business at 33 River St.,
Chagrin Falls, OH 44022 (the "Consultant").
R E C I T A L S:
The Company is a public company with a class of equity securities publicly
traded, and desires to retain Consultant to provide certain financial consulting
services.
Consultant has provided acquisition-related and other consulting services in the
past and desires to provide certain additional consulting services to the
Company in accordance with the terms and conditions contained hereinafter.
The Company does not have cash sufficient to pay for such services and desires
to issue common stock as compensation.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the
parties hereto hereby agree as follows:
CONSULTING SERVICES. During the term of this Agreement, Consultant is
hereby retained by the Company to provide accounting and acquisition consulting
services to the Company, as said services relate to corporate finance matters,
including, without limitation, advice regarding acquisitions, consolidations,
mergers, joint ventures and financial strategies. Consultant shall provide such
financial consulting services as reasonably requested by the Company during the
term of this Agreement, provided that nothing hereunder shall require Consultant
to devote a minimum number of hours per calendar month toward the performance of
services hereunder. The level and scope of services that may reasonably be
requested hereunder shall be dependent, in part, on the amount of compensation
to be paid Consultant by the Company hereunder. Unless otherwise agreed to by
Consultant, all services hereunder shall be performed by Consultant, in its sole
discretion, at its principal place of business or other offices. Notwithstanding
anything contained herein to the contrary, the services to be performed by
Consultant hereunder may be performed by any employee or consultant to
Consultant.
TERM. The term of this Agreement shall be for one year commencing as of
the date first written above and terminating one day prior to the first
anniversary hereof; provided, however, that this Agreement shall be renewable
for subsequent one year terms, by mutual agreement of the parties in writing, at
least thirty (30) days prior to the expiration of the then current term.
COMPENSATION. In consideration for the performance of services
hereunder, the Company hereby agrees to pay Consultant the aggregate sum of
500,000 shares of the Company's common stock as full compensation for the term
of this Agreement, based on the current stock price of approximately $.375 per
share, as follows: (a) 200,000 shares shall be issued for services rendered and
to be rendered in fiscal 1999, (b) 200,000 shares shall be issued for services
to be rendered in fiscal 2000, and (c) 100,000 shares shall be issued for
<PAGE>
introduction of the potential Innovonics acquisition. The Consultant is
responsible for all of his incidental out of pocket expenses. The Company hereby
agrees to pay on a pre-approval basis extraordinary expenses incurred by
Consultant in connection with such services to be rendered hereunder. Consultant
may, from time to time, deem it to be in the best interests of the Company to
retain an outside consultant in connection with certain specific acquisitions or
proposed transactions. In such event, the Company hereby agrees to pay any and
all fees and expenses of such consultant.
REPRESENTATIONS OF THE COMPANY. The Company hereby represents and
warrants that any and all information supplied hereunder to Consultant in
connection with any and all services to be performed hereunder by Consultant for
and on behalf of the Company shall be true, complete and correct as of the date
of such dissemination and shall not fail to state a material fact necessary to
make any of such information not misleading. The Company hereby acknowledges
that the ability of Consultant to adequately provide accounting and acquisition
related consulting services hereunder and/or to initiate and/or effectuate
introductions on behalf of the Company with respect to potential acquisitions is
dependent upon the prompt dissemination of accurate, correct and complete
information to Consultant. In addition, and notwithstanding anything contained
herein to the contrary, nothing hereunder shall obligate Consultant to make any
minimum number of introductions hereunder or to initiate any merger or
acquisitions involving or relating to the Company. The Company further
represents and warrants hereunder that this Agreement and the transactions
contemplated hereunder, have been duly and validly authorized by all requisite
corporate action; that the Company has the full right, power and capacity to
execute, deliver and perform its obligations hereunder; and that this Agreement,
upon execution and delivery of the same by the Company, will represent the valid
and binding obligation of the Company enforceable in accordance with its terms.
The representations and warranties set forth herein shall survive the
termination of this Agreement.
INDEMNIFICATION.
The Company hereby agrees to indemnify, defend and hold
harmless Consultant, its officers, directors, principals, employees, affiliates,
and shareholders, and their successors and assigns from and against any and all
claims, damages, losses, liability, deficiencies, actions, suits, proceedings,
costs or legal expenses (collectively the "Losses") arising out of or resulting
from: (i) any breach of a representation, or warranty by the Company contained
in this Agreement; or (ii) any activities or services performed hereunder by
Consultant, unless such Losses were the result of the intentional misconduct or
gross misconduct of Consultant; or (iii) any and all costs and expenses
(including reasonable attorneys' and paralegals' fees) related to the foregoing,
and as more fully described below.
If Consultant receives written notice of the commencement of
any legal action, suit or proceeding with respect to which the Company is or may
be obligated to provide indemnification pursuant to Section 7 above, Consultant
shall, within thirty (30) days of the receipt of such written notice, give the
Company written notice thereof (a "Claim Notice"). Failure to give such Claim
Notice within such thirty (30) day period shall not constitute a waiver by
Consultant of its right to indemnity hereunder with respect to such action, suit
or proceeding. Upon receipt by the Company of a Claim Notice from Consultant
with respect to any claim for indemnification which is based upon a claim made
by a third party ("Third Party Claim"), Consultant may assume the defense of the
Third Party Claim with counsel of its own choosing, as described below. The
Company shall cooperate in the defense of the Third Party Claim and shall
furnish such records, information and testimony and attend all such conferences,
discovery proceedings, hearings, trial and appeals as may be reasonably required
in connection therewith. Consultant shall have the right to employ its own
counsel in any such action, but the fees and expenses of such counsel shall be
at the expense of Consultant unless the Company shall not have promptly employed
<PAGE>
counsel to assume the defense of the Third Party Claim, in which event such fees
and expenses shall be borne solely by the Company. The Company shall not satisfy
or settle any Third Party Claim for which indemnification has been sought and is
available hereunder, without the prior written consent of Consultant. If the
Company shall fail with reasonable promptness either to defend such Third Party
Claim or to satisfy or settle the same, Consultant may defend, satisfy or settle
the Third Party Claim at the expense of the Company and the Company shall pay to
Consultant the amount of any such Loss within ten (10) days after written demand
therefor. The indemnification provisions hereunder shall survive the termination
of this Agreement.
AMENDMENT. No modification, waiver, amendment, discharge or change of
this Agreement shall be valid unless the same is evidenced by a written
instrument, executed by the party against which such modification, waiver,
amendment, discharge, or change is sought.
NOTICES. All notices, demands or other communications given hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person or transmitted by facsimile transmission or the third calendar day
after being mailed by United States registered or certified mail, return receipt
requested, postage prepaid, to the addresses herein above first mentioned or to
such other address as any party hereto shall designate to the other for such
purpose in the manner hereinafter set forth.
ENTIRE AGREEMENT. This Agreement contains all of the understandings and
agreements of the parties with respect to the subject matter discussed herein.
All prior agreements, whether written or oral, are merged herein and shall be of
no force or effect.
SEVERABILITY. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
CONSTRUCTION AND ENFORCEMENT. This Agreement shall be construed in
accordance with the laws of the State of Florida, without application of the
principles of conflicts of laws. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
the successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs. Any suit, action or proceeding with
respect to this Agreement shall be brought in the state or federal courts
located in Palm Beach County in the State of Florida. The parties hereto hereby
accept the exclusive jurisdiction of those courts for the purpose of any such
suit, action or proceeding. Venue for any such action, in addition to any other
venue permitted by statute, will be Palm Beach County, Florida. The parties
hereto hereby irrevocably waive, to the fullest extent permitted by law, any
objection that any of them may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any judgment entered by any court in respect thereof brought in Palm Beach
County, Florida, and hereby further irrevocably waive any claim that any suit,
action or proceeding brought in Palm Beach County, Florida, has been brought in
an inconvenient forum.
BINDING NATURE. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties, and their respective
successors and assigns.
COUNTERPARTS. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
MerchantOnline.com, Inc.
By: /s/ TAREK KIRSCHEN
-----------------------------
Tarek Kirschen, President
SBZ Investments
By: /s/ ADRIAN CROSBIE-JONES
-----------------------------
Adrian Crosbie-Jones
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
MerchantOnline.com, Inc. (formerly Tarcyn Corp. (the "Company") of our report
dated December 22, 1998 (except for Note 5 as to which the date is February 3,
1999) included in the Company's Report on Form 8-K filed on February 24, 1999.
Millward & Co.
Fort Lauderdale, FL 33309
December 20, 1999
