Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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JVWEB, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0552098
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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5444 Westheimer,
Suite 2080
Houston, Texas 77056
(713) 622-9287
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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JVWEB, INC.
2000 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the Plan)
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Greg J. Micek
President
5444 Westheimer,
Suite 2080
Houston, Texas 77056
(713) 622-9287
(Address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class maximum maximum Amount of
of securities Amount to be offering aggregate Registration
to be registered registered(1) price per security(2) offering price(2) fee
<S> <C> <C> <C> <C>
Options to Purchase 5,000,000 -0- -0- -0-
Common Stock
Common Stock, 2,500,000 $.25 $625,000.00 $165.00
par value $.01 shares
</TABLE>
(1) Represents the maximum number of shares which may be distributed pursuant to
this Registration Statement.
(2) The options will be granted to employees and consultants for no
consideration. The price of the common stock is estimated solely for purposes of
calculating the registration fee based on the closing price of the Registrant's
common stock as reported on the OTC Bulletin Board on August 1, 2000, or $.25
per share.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by JVWeb, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
June 30, 1999 (file no. 0-24001), including all amendments;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 (file no. 0-24001), including all amendments;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999 (file no. 0-24001), including all amendments;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (file no. 0-24001), including all amendments; and
(e) The description of the Company's common stock, $.01 per value (the
"Common Stock"), set forth under the caption "Description of Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
dated April 7, 1998 (which incorporates the description under the caption
""Description of Capital Stock" in the Company's Registration Statement on Form
SB-2 (file no. 333-43379), as filed with the Commission on December 29, 1997, as
amended), and all amendments and reports filed thereafter for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act"), prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or which de-registers all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner the person reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
in the case of criminal actions or proceedings, the person had no reasonable
cause to believe his conduct was unlawful. The statute contains additional
limitations applicable to criminal actions and to actions brought by or in the
name of the corporation. The determination as to whether a person seeking
indemnification has met the required standard of conduct is to be made (1) by a
majority vote of a quorum of disinterested members of the board of directors,
(2) by independent legal counsel in a written opinion, if such a quorum does not
exist or if the disinterested directors so direct, or (3) by the stockholders.
The Company's Bylaws require the Company to indemnify the Company's
directors and officers to the fullest extent authorized by the Delaware General
Corporation Law or any other applicable law in effect. The Company's Certificate
of Incorporation limits the personal liability of a director to the corporation
or its stockholders to damages for breach of the director's fiduciary duty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit
4.1 Specimen Stock Certificate for Registrant's Common Stock (incorporated
herein by reference to the Registrant's Registration Statement on Form
SB-2 (file no. 333-43379), filed with the Commission on December 29,
1998, as amended), Exhibit 4.01.
4.2 JVWeb, Inc. 2000 Non-Qualified Stock Option Plan.
5.1 Opinion of Randall W. Heinrich, Of Counsel to Gillis & Slogar.
23.1 Consent of Malone & Bailey, PLLC.
23.2 Consent of Randall W. Heinrich, Of Counsel to Gillis & Slogar
(included in Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on the signature page hereto).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which the 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 (the "Act");
(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 in the aggregate, represent a fundamental
change in the information set forth in the 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.
(2) That, for the purpose of determining any liability under
the 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; and
(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 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.
(c) Insofar as indemnification for liabilities arising under the 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 questions 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.
SIGNATURES
The Registrant
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 requirement 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 Houston, State of Texas on August 2, 2000.
JVWEB, INC.
By \S\ Greg J. Micek
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Greg J. Micek,
President
(Principal Executive Officer,
Principal Financial Officer,
and Principal Accounting
Officer)
<PAGE>
POWER OF ATTORNEY
The undersigned directors and officers of JVWeb, Inc. hereby appoint
Greg J. Micek as attorney-in-fact for the undersigned, with full power of
substitution, for and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act of
1933 any and all amendments (including post-effective amendments) and exhibits
to this registration statement and any and all applications and other documents
to be filed with the Securities and Exchange Commission pertaining to the
registration of the securities covered hereby, with full power and authority to
do and perform any and all acts and things whatsoever requisite and necessary or
desirable, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
Name Title Date
/S/ Greg J. Micek Director and President August 15 2000
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Greg J. Micek (Principal Executive Officer,
Principal Financial Officer,
and Principal Accounting
Officer)
/S/ Lewis E. Ball Director August 15, 2000
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Lewis E. Ball
<PAGE>
EXHIBITS INDEX
Exhibit Sequential
Number Description Page Number
4.1 Specimen Stock Certificate for Registrant's Common Stock
(incorporated herein by reference to the Registrant's Registration
Statement on Form SB-2 (file no. 333-43379), as filed with the
Commission on December 29, 1997, as amended), Exhibit 4.01.
4.2 JVWeb, Inc. 2000 Non-Qualified Stock Option Plan.
5.1 Opinion of Randall W. Heinrich, Of Counsel to Gillis & Slogar.
23.1 Consent of Malone & Bailey, PLLC.
23.2 Consent of Randall W. Heinrich, Of Counsel to Gillis & Slogar
(included in Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (included on the signature page hereto).
