UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE HAVANA REPUBLIC, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 84-1346897
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(State of Incorporation) (I.R.S. Employer ID No.)
1360 WESTON ROAD, WESTON, FL 33326
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(Address of Principal Executive Offices) (Zip Code)
Legal and Consulting Plan
(Full title of the Plan)
Eric P. Littman, Esquire
7695 SW 104 Street, Suite 210
Miami, FL 33156
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(Name and address of agent for service)
(954) 384-6333
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share (1)
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Common 5,350,000 $0.06 $321,000 $100.00
Stock Shares
(1) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
"Securities Act") based upon the average of the bid and asked price as of
November 8, 2000.
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Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to various individuals for
legal and consulting services performed on the Company's behalf. This issuance
of shares is being made pursuant to a Legal and Consulting Plan (the "Plan")
adopted by the Board of Directors on October 1, 2000. The Board has equated this
number of shares to the value of the legal or consulting services provided or to
be provided by these individuals. The shares issued hereunder will not be
subject to any resale restrictions. The Plan is not qualified under ERISA. The
following individuals will receive the number of shares listed next to their
names:
Name Number of Shares Services Provided
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Eric P. Littman 1,350,000 Legal Services
Paul Enright 4,000,000 Business Consulting
Item 2. Registrant Information and Employee Plan Annual Information
The participants shall be provided a written statement notifying them
that upon written or oral request they will be provided, without charge, (i) the
documents incorporated by reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and shall include the
address (giving title or department) and telephone number to which the request
is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form10-KSB for the Year ended
June 30, 2000 as filed on September 26, 2000 bearing
file no. 333-40799.
(b) All other reports filed pursuant to Section 13(a), under SEC
file number 333-40799 or 15(d) of the Exchange Act since the end
of the fiscal year covered by the registration documents referred
to above.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant. Neither the
Registrant's Accountants nor any other experts named in the registration
statement has any equity or other interest in the Registrant.
Item 6. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its shareholders
for errors in judgment or other acts or omissions not amounting to intentional
misconduct, fraud, or a knowing violation of the law, since provisions have been
made in the Articles of Incorporation and By-laws limiting such liability. The
Articles of Incorporation and By-laws also provide for indemnification of the
officers and directors of the Company in most cases for any liability suffered
by them or arising from their activities as officers and directors of the
Company if they were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities may have a more
limited right of action than they would have except for this limitation in the
Articles of Incorporation and By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors are required to
exercise good faith and integrity in handling the Company's affairs. A
shareholder may be able to institute legal action on behalf of himself and all
others similarly stated shareholders to recover damages where the Company has
failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce their rights,
including rights under certain federal and state securities laws and
regulations. Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in connection with such sale
or purchase, including the misapplication by any such officer or director of the
proceeds from the sale of these securities, may be able to recover such losses
from the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The rights of common shareholders are defined in the Registrant's Articles of
Incorporation which have been incorporated into this Registration Statement by
reference (see Item 3, Part II). The Registrant does not intend for this Plan to
be qualified under ERISA, and does not, therefore, intend to comply with the
terms of ERISA.
Item 9. Undertaking.
The registrant makes the following undertakings:
A. (i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(ii) 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;
(iii) 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.
(iv) 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 (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.
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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 and is therefore, unenforceable. In the event that indemnification is
permitted to directors, officers and controlling personas 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 the 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
of such corporation it is the opinion of the SEC that any such indemnification
is against public policy.
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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
authorize, in the City of Miami, State of Florida, on November 8, 2000.
The Havana Republic, Inc.
By: /S/ STEPHEN SCHATZMAN
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Stephen Schatzman/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.
Signature Title Date
/S/ STEPHEN SCHATZMAN President/Director 10/8/00
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Stephen Schatzman
/S/ ALEX GIMELTSTEIN Secretary/Director 10/8/00
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Alex Gimelstein
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ERIC P. LITTMAN, PA
7695 SW 104 Street
Suite 210
Miami, FL 33156
(305) 663-3333 Facsimile (305) 668-0003
November 8, 2000
Board of Directors
The Havana Republic, Inc.
1360 Weston Road
Weston, FL 33326
Gentlemen:
We have acted as securities counsel for The Havana Republic, Inc. , ("The Havana
Republic, Inc. " or the "Company"). You have asked us to render this opinion to
Company.
You have advised that:
1. The Company is current in its reporting responsibilities to the
Securities and Exchange Commission as mandated by the Securities
Exchange Act of 1934, as amended.
2. Eric P. Littman has acted and will continue to act as legal counsel
on behalf of the Company.
3. In his capacities as legal counsel, the above-named individual has
provided bona-fide services to the Company which are not in relation to
the offer or sale of securities in a capital-raising transaction, and
which did not either directly or indirectly promote or maintain a
market for the Company.
4. The Company has agreed to issue its common stock to the above-named
individual as compensation for his services on behalf of the Company.
5. The shares to be issued to this individual are pursuant to corporate
resolution and the approval of the Board of Directors of the Company.
These shares shall be registered pursuant to a Registration Statement
on Form S-8.
We have read such documents as have been made available to us. For purposes of
this opinion, we have assumed the authenticity of such documents.
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Board of Directors
The Havana Republic, Inc.
November 8, 2000
Page 2
Based on the accuracy of the information supplied to us, it is our opinion that
the Company may avail itself of a Registration Statement on Form S-8, and is
qualified to do so. It is our further opinion that the above-named individual is
a proper person qualified to receive shares which are registered in a
Registration Statement on Form S-8.
We consent to the use of this letter in the Registration Statement filed on Form
S-8.
Very truly yours,
/S/ERIC P.LITTMAN
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Eric P. Littman
