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No.33_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Pro Net Link Corp.
(Exact name of issuer as specified in its charter)
Nevada 88-0333454
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
645 Fifth Avenue, Suite 303, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Pro Net Link Corp. 2000 Stock Plan
(Full title of the plan)
David J. Walker, Chief Operating Officer
Pro Net Link Corp.
645 Fifth Avenue, Suite 303
New York, New York 10022
(Name and address of agent for service)
(212) 688-8838
(Telephone number, including area code, of agent for service)
With a copy to:
Steven Huttler, Esq.
Kronish Lieb Weiner & Hellman LLP
1114 Avenue of the Americas
New York, NY 10036-7798
CALCULATION OF REGISTRATION FEE
Title of Amount
securities Amount Offering Aggregate of
to be to be price offering registration
registered registered per share(1) price fee
Common Stock,
$.001 per share
par 3,000,000 $0.3906 $1,171,800 $309.36
value
(1) Average of the high and low prices as reported on the Nasdaq
Over-The-Counter Bulletin Board on December 19, 2000, pursuant to Rule
457(h)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been filed by Pro Net Link
Corp. (the "Company" or the "registrant") with the Securities and Exchange
Commission (the "SEC" or the "Commission"), are incorporated by reference in
this Registration Statement as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000;
(b) The Company's quarterly report on Form 10-Q for the fiscal quarter
ended September 30, 2000;
(c) The Company's Report on Form 8-K filed with the SEC on August 8,
2000;
(d) The Company's Report on Form 8-K filed with the SEC on September
29, 2000; and
(e) The Company's Report on Form 8-K filed with the SEC on October 12,
2000.
All 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 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.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Company's Restated Certificate of Incorporation provides
that the Company will, to the fullest extent permitted by Section 78.7502 of the
Nevada Revised Statutes (the "NRS"), as amended from time to time, indemnify all
persons whom it may indemnify pursuant thereto (including controlling persons,
directors and officers of the Company). The Company's By-laws, as amended,
require the Company to indemnify its directors and officers to the fullest
extent authorized by the NRS. The NRS permits a corporation to indemnify its
directors and officers (among others) against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding, if such
directors or officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. In a derivative action, i.e., one by or in the right
of the Company, indemnification may be made for expenses (including attorneys'
fees) actually and reasonably incurred by directors and officers in connection
with the defense or settlement of such
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action if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the Company or for amounts
paid in settlement to the Company, unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses. The NRS further provides that, to the extent any director or officer
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in this paragraph, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. In addition, the Company's Certificate of Incorporation and By-laws
contain provisions limiting the personal liability of the Company's directors,
to the fullest extent permitted by Section 78.037 of the NRS, for monetary
damages for a breach of their fiduciary duty. The Company maintains insurance
coverage under which directors and officers are insured against certain
liability that they may incur in their capacities as such.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted for 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.
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Item 8. Exhibits.
4.1 Pro Net Link Corp. 2000 Stock Plan, as amended
(filed as an annex to the Company's Schedule 14A
Proxy Statement filed with the Commission on
October 26, 2000).
4.2 Shareholder and Voting Agreement, by and among Pro
Net Link, Jean Pierre Collardeau, Glenn Zagoren and
certain other parties, dated as of August 8, 2000
(filed as an exhibit to the Company's Report on
Form 8-K filed with the Commission on August 8,
2000).
4.3 Registration Rights Agreement, by and among Pro Net
Link, Jean Pierre Collardeau, Glenn Zagoren and
certain other parties, dated as of August 8, 2000
(filed as an exhibit to the Company's Report on
Form 8-K filed with the Commission on August 8,
2000).
4.4 Note Purchase Agreement, by and between Pro Net
Link and Jean Pierre Collardeau, dated as of
October 10, 2000 (filed as an exhibit to the
Company's Annual Report on Form 10-K filed with the
Commission on October 13, 2000).
4.5 Amended and Restated Articles of Incorporation
(filed as an exhibit to the Company's Registration
Statement on Form 10 filed with the Commission on
June 21, 1999).
4.6 Amended and Restated Bylaws (filed as an exhibit to
the Company's Registration Statement on Form 10/A
filed with the Commission on December 14, 1999).
5.1 Opinion of counsel as to legality of the shares of
common stock covered by this Registration Statement
(filed herewith).
23.1 Consent of independent accountants (filed
herewith).
23.2 Consent of counsel (included within Exhibit 5.1).
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Item 9. Undertakings.
A. Post-Effective Amendments
The 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this 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. Subsequent Documents Incorporated by Reference
The 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 15(d) of the 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 this Registration Statement will 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. Claims for Indemnification
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 SEC such indemnification
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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.
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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 New York, State of New York, on the 21st day of
December, 2000.
Pro Net Link Corp.
(Registrant)
By: /s/ JEAN PIERRE COLLARDEAU
-------------------------------
Jean Pierre Collardeau
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ JEAN PIERRE COLLARDEAU
-------------------- President, Chief Executive December 21, 2000
Jean Pierre Collardeau Officer, Secretary, Treasurer
and Director
/s/ GLENN ZAGOREN
-------------------- Chairman of the Board December 21, 2000
Glenn Zagoren of Directors
/s/ AUGUSTE N. FRANCIS VINCENT
-------------------- Director December 21, 2000
Auguste N. Francis Vincent
/s/ DAVID J. WALKER
-------------------- Chief Operating Officer December 21, 2000
David J. Walker and Vice-President
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EXHIBIT INDEX
Exhibit
4.1 Pro Net Link Corp. 2000 Stock Plan, as amended (filed as an annex
to the Company's Schedule 14A Proxy Statement filed with the
Commission on October 26, 2000).
4.2 Shareholder and Voting Agreement, by and among Pro Net Link, Jean
Pierre Collardeau, Glenn Zagoren and certain other parties, dated
as of August 8, 2000 (filed as an exhibit to the Company's Report
on Form 8-K filed with the Commission on August 8, 2000).
4.3 Registration Rights Agreement, by and among Pro Net Link, Jean
Pierre Collardeau, Glenn Zagoren and certain other parties, dated
as of August 8, 2000 (filed as an exhibit to the Company's Report
on Form 8-K filed with the Commission on August 8, 2000).
4.4 Note Purchase Agreement, by and between Pro Net Link and Jean
Pierre Collardeau, dated as of October 10, 2000 (filed as an
exhibit to the Company's Annual Report on Form 10-K filed with the
Commission on October 13, 2000).
4.5 Amended and Restated Articles of Incorporation (filed as an exhibit
to the Company's Registration Statement on Form 10 filed with the
Commission on June 21, 1999).
4.6 Amended and Restated Bylaws (filed as an exhibit to the Company's
Registration Statement on Form 10/A filed with the Commission on
December 14, 1999).
5.1 Opinion of counsel as to legality of the shares of common stock
covered by this Registration Statement (filed herewith).
23.1 Consent of independent accountants (filed herewith).
23.2 Consent of counsel (included within Exhibit 5.1).
