As filed with the Securities and Exchange Commission on April 22, 1999.
File No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACCESS POWER, INC.
(Exact Name of Issuer as Specified in its Charter)
Florida 59-3420985
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
10033 Sawgrass Dr., W.
Ponte Vedra Beach, FL 32082
(904) 273-2980
(Address and Telephone Number of Issuer's Principal Executive Offices)
Management Stock Option Plans
(Full Title of the Plans)
Glenn A. Smith
10033 Sawgrass Dr., W.
Ponte Vedra Beach, FL 32082
(904) 273-2980
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Dennis J. Stockwell, Esq.
KILPATRICK STOCKTON LLP
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309-4530
(404) 815-6500
<TABLE>
<CAPTION>
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share<F1> Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,500,000 shares $0.62 $1,550,000 $430.90
$.001 par value
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) under the Securities Act and based on the
average of the high and low price per share of Access Power, Inc. Common
Stock as quoted on the OTC Bulletin Board on April 21, 1999.
</FN>
</TABLE>
<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 and are deemed to be a part hereof
from the date of the filing of such documents:
(1) Registrant's Form 10-KSB for the fiscal year ended December 31,
1998.
(2) All other documents subsequently filed by the Company
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
pursuant to this Registration Statement have been sold or
which deregisters all securities that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Holders of Common Stock are entitled to one vote per share
on any issue submitted to a vote of the stockholders and do not have
cumulative voting rights in the election of directors. Accordingly,
the holders of a majority of the outstanding shares of Common Stock
voting in an election of directors can elect all of the directors then
standing for election, if they choose to do so. Subject to any
outstanding shares of Preferred Stock, all shares of Common Stock are
entitled to share equally in such dividends as the Board of Directors
of the Company may, in its discretion, declare out of sources legally
available therefor. Upon dissolution, liquidation, or winding up of
the Company, holders of Common Stock are entitled to receive on a ratable
basis, after payment or provision for payment of all debts and liabilities
of the Company and any preferential amount due with respect to the outstanding
shares of Preferred Stock, if any, all assets of the Company available for
distribution, in cash or in kind. Holders of shares of Common Stock do not
have preemptive or other subscription rights, conversion or redemption rights,
or any rights to share in any sinking fund. All currently outstanding
shares of Common Stock are fully paid and nonassessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall indemnify its officers, directors, employees
and agents to the fullest extend permitted by the Certificate of Incorporation
consistent with General Corporation Law of the State of Florida, as amended
from time to time; and the Corporation may advance costs incurred by officers,
directors, employees and agents of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise, in their defenses of any
civil, criminal, administrative or investigative action or proceeding asserted
against one or more of them by reason of the fact of his, her, or their
service or having served in such capacity or capacities at the request
of the Corporation and in advance of a final disposition of such action,
suite or proceeding to the fullest extent permitted by the Certificate of
II-1<PAGE>
Incorporation consistent with the General Corporation Law of the State of
Florida, as amended from time to time, provided that the terms and conditions
of such advancement of costs is approved by the Board of Directors. Nothing
herein is intended to limit the Corporation's authority to indemnify its
officers, directors, employees and agents or to advance funds in connection
therewith, under the General Corporation Law of the State of Florida, as amended
from time to time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement
are as follows:
Exhibit Number Description
-------------- -----------
5 Opinion and Consent of L. Van Stillman, P.A.,
counsel to the Registrant
23 Consent of Parks, Tschopp, Whitcomb & Orr, P.A.
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, 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,
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, 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.
II-2
<PAGE>
(c) 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 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Ponte Vedra
Beach, State of Florida, on April 21, 1999.
ACCESS POWER, INC.
By: /s/ Glenn A. Smith
Glenn A. Smith
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Glenn A. Smith and Howard Kaskel
as attorneys-in-fact, having the power of substitution, for them in any
and all capacities, to sign any amendments to this Registration
Statement on Form S-8 and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 21, 1999.
[S] [S]
Glenn A. Smith President and Chief
Glenn A. Smith Executive Officer and Director
(principal executive officer)
/s/ Howard Kaskel Chief Financial Officer
Howard Kaskel (principal financial and
accounting officer)
/s/ Tod R. Smith Director
Tod R. Smith
/s/ Maurice J. Matovich Director
Maurice J. Matovich
II-4<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
5 Opinion and Consent of L. Van Stillman, P.A.,
counsel to the Registrant
23 Consent of Parks, Tschopp, Whitcomb & Orr, P.A.
L. Van Stillman, P.A.
301 Yamato Road
Suite 1200
Boca Raton, Florida 33431
(561) 989-8400
April 22, 1999
Access Power, Inc.
10033 Sawgrass Drive West
Suite 100
Ponte Vedra Beach, FL 32082
RE: Access Power, Inc.
Form S-8 Registration Statement
Gentlemen:
I have acted as counsel for Access Power, Inc., a Florida corporation,
(the "Company"), in the preparation of the Form S-8 Registration Statement
relating to the Company's Management Stock Option Plan for 2,500,000 shares
of the Company's Class A Common Stock, par value $.001 per share, (the
"Common Stock"), pursuant thereto.
As your corporate counsel, and in connection with the preparation of
this opinion, I have examined the originals or copies of such documents,
corporate records, certificates of public officials and officers of the
Company, and other instruments relating to the authorization of the Plan and
the authorization and issuance of the shares of Common Stock pursuant to
options granted thereunder as we have deemed relevant under the
circumstances. Based on and subject to the foregoing, it is my opinion that
the Plan has been duly authorized by the Board of Directors of the Company,
and that the shares, when issued in accordance with the terms and conditions
of the Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the use of filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
LAW OFFICE OF L. VAN STILLMAN, P.A.
By: /s/ L. Van Stillman
L. Van Stillman, Esq.
The Board of Directors
Access Power, Inc.
We consent to the use of our report dated March 23, 1999 in the
Registration Statement on Form S - 8 for the registration of 2,500,000
of its common stock and to the reference to our firm under the heading
"experts" therein.
/s/ Parks, Tschopp, Whitcomb & Orr, P.A.
Parks, Tschopp, Whitcomb & Orr, P.A.
Maitland, Florida
April 21, 1999
