As filed with the Securities and Exchange Commission on December 21, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HBOA HOLDINGS, INC.
-------------------
(Exact Name of Registrant as Specified in its Charter)
Florida 33-0231238
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(State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2400 E. Commercial Blvd., Suite 211
Ft. Lauderdale, FL 33308
------------------------
(Address of Principal Executive Office)
HBOA HOLDINGS, INC.
NON-QUALIFIED STOCK OPTION PLAN
-------------------------------
(Full Title of the Plan)
Edward A. Saludes
Chief Executive Officer
HBOA Holdings, Inc.
2400 E. Commercial Blvd., Suite 211
(954) 938-8010
--------------
(Name and Address of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
------------------------
Title of Each Class of Amount Offering Aggregate
Securities to be to be Price Per Offering Amount of
Registered Registered Share Price Registration Fee
---------------------- ----------------- ----------- ------------ -------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000(1) $2.00(2) $2,000,000 $528.00
----------------------------------------------------------------------------------------------------
Total Registration Fee $528.00
----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Common stock issuable upon exercise of ungranted stock options issuable
pursuant to our Non- Qualified Stock Option Plan. An indeterminate number of
additional shares may be issued if the anti-dilution adjustment provisions of
the Plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities act of 1933 on the
average bid and ask price of our common stock as reported on the OTC Bulletin
Board on December 18, 2000.
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<PAGE>
PART 1. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in our Non-Qualified Stock Option Plan
as specified by Rule 428(b)(1) under the Securities Act. Such documents are not
filed with the Securities and Exchange Commission (the "SEC") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meet the requirements of Section 10(a) of the Securities Act relating to
the Plan.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible participants pursuant to Rule 428(b) or
additional information about our Non-Qualified Stock Option Plan and its
administrators are available without charge by contacting:
HBOA Holdings, Inc.
2400 East Commercial Blvd, Suite 221
Ft. Lauderdale, FL 33308
Attn: Edward Saludes, Chief Executive Officer
(954) 938-8010
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
-------------------------------------------------
The document listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (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 part thereof
from the date of filing of such documents.
o Annual Report on Form 10-KSB for the year ended December 31,
1999, filed on March 30, 2000;
o Quarterly Report on Form 10-QSB for the quarter ended March
31, 2000, filed on May 15, 2000;
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<PAGE>
o Quarterly Report on Form 10-QSB for the quarter ended June 30,
2000, filed on August 15, 2000 and Amendment No. 1 filed on
November 6, 2000;
o Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2000, filed on November 14, 2000;
o Current Report on Form 8-K filed December 30, 1999;
o Current Report on Form 8-K filed March 16, 2000;
o Current Report on Form 8-K filed June 13, 2000;
o Current Report on Form 8-K/A filed August 16, 2000;
o Current Report on Form 8-K filed November 15, 2000;
o Definitive Proxy Statement filed October 24, 2000;
o All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Registrant's document referred to in (a) above; and
o The description of the Common Stock of the Company which is
contained in a Registration Statement filed under the Exchange
Act, including any amendment or report filed for the purpose
of updating such description.
All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus 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 modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.
We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Edward Saludes, Chief Executive Officer, HBOA
Holdings, Inc., 2400 East Commercial Boulevard, Suite 221, Fort Lauderdale,
Florida 33308.
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<PAGE>
Item 4. Description of Securities
---------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
----------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-------------------------------------------------
Article VI of our By Laws permits us to indemnify our officers and
directors to the fullest extent permitted by Florida law. The Florida Business
Corporation Act allows us to indemnify each of our officers and directors who
are made a party to a proceeding if
(a) the officer or director conducted himself or herself in good
faith;
(b) his or her conduct was in our best interests, or if the
conduct was not in an official capacity, that the conduct was
not opposed to our best interests; and
(c) in the case of a criminal proceeding, he or she had no
reasonable cause to believe that his or her conduct was
unlawful.
We may not indemnify our officers or directors in connection with a proceeding
by or in our right, where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit. This discussion of Florida law and our articles of
incorporation and bylaws is not intended to be exhaustive and is qualified in
its entirety by our articles of incorporation, bylaws and Florida law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.
Item 7. Exemption From Registration Claimed
-------------------------------------------
Not Applicable.
Item 8. Exhibits
----------------
5.1 Opinion of English, McCaughan & O'Bryan, P.A.*
10.1 HBOA Holdings, Inc. - Non Qualified Stock Option Plan.*
23.1 Consent of Sewall and Company, P.A.*
23.2 Consent of English, McCaughan & O'Bryan, P.A.
[included in Exhibit 5.1]*
---------------------
* Filed herewith.
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Item 9. Undertakings
--------------------
The undersigned registrant hereby undertakes:
A. (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 n 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;
(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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and 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 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.
(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.
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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 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 against such liabilities (other than the payment by the registrant in
the successful defense of an 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.
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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 the City of Fort Lauderdale, State of Florida, on December 21,
2000.
HBOA HOLDINGS, INC.
By: /s/ Edward A. Saludes
---------------------------
Edward A. Saludes
Chief Executive Officer
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Edward A. Saludes Chief Executive Officer, December 21, 2000
-------------------------------- President and Director
Edward A. Saludes (Principal Executive Officer)
/s/ Gary Verdier Chairman and Director December 21, 2000
--------------------------------
Gary Verdier
/s/ Harvey Judkowitz Chief Financial Officer and December 21, 2000
-------------------------------- Director (Principal Accounting
Harvey Judkowitz and Financial Officer)
/s/ William Shope Vice President of Operations December 21, 2000
--------------------------------
William Shope
/s/ Robert C. Fivian Director December 21, 2000
--------------------------------
Robert C. Fivian
/s/ Marion Wolf Director December 21, 2000
--------------------------------
Marion Wolf
/s/ Carl F. Wolf Director December 21, 2000
--------------------------------
Carl F. Wolf
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
5.1 Opinion of English, McCaughan & O'Bryan, P.A.
10.1 HBOA Holdings, Inc. - Non Qualified Stock Option Plan.
23.1 Consent of Sewall and Company, P.A.
23.2 Consent of English, McCaughan & O'Bryan, P.A.
[included in Exhibit 5.1]
9
