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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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Seychelle Environmental Technologies, Inc.
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(Exact Name of Small Business Issuer as specified in its charter)
Nevada 33-0836954
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(State or other jurisdiction (IRS Employer File Number)
of incorporation)
32921 Calle Perfecto, San Juan Capistrano, California 92675
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(Address of principal executive offices)
2000 STOCK COMPENSATION PLAN I
(Full title of the plan)
Carl Palmer, Chief Executive Officer
Seychelle Environmental Technologies, Inc.
32921 Calle Perfecto
San Juan Capistrano, California 92675
(Name and address of agent for service)
(949) 234-1999
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
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<S> <C> <C> <C> <C>
COMMON SHARES 300,000 $0.50 $150,000 $100
$0.001 par value
STOCK OPTIONS 300,000 NONE NONE NONE
TOTAL $100.00 (minimum fee)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the 2000 Stock
Compensation Plan I (the "Plan") of Seychelle Environmental Technologies, Inc.,
a Nevada corporation (the "Registrant" or the "Company"), dated July 1, 2000
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of Form S-8 will be sent or given to participants as specified in Rule
428. In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement on Form S-8
(the "Registration Statement") or as prospectuses or prospectus supplements
pursuant to Rule 424. The Company will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.
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References in this document to "us," "we," or "the Company" refer to Seychelle
Environmental Technologies, Inc., its predecessor and its subsidiary.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following document, which has been filed by us with the Securities
and Exchange Commission, is hereby incorporated by reference into this
Prospectus: Our Report on Form 10-KSB for the fiscal year ended February 29,
2000; Our Report on Form 10-QSB for the fiscal quarter ended May 31, 2000.
All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any document
that is subsequently incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
We are authorized to issue 50,000,000 shares of Common Stock, par value
$0.001 per share, and 1,000,000 shares of Preferred Stock, par value $0.01 per
share. As of June 30, 2000 a total of 8,475,046 shares of Common Stock were
outstanding.
As of the same date, three classes of Preferred Stock were authorized
but only two classes were issued or outstanding: 17 shares of Series "A" 13.5%
Non Voting, Cumulative and 8,000 shares of Series "AAA" 12% Cumulative
Convertible Preferred Shares.
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COMMON STOCK
The holders of Common Stock have one vote per share on all matters
(including election of directors) without provision for cumulative voting. Thus,
holders of more than 50% of the shares voting for the election of directors can
elect all of the directors, if they choose to do so. The Common Stock is not
redeemable and has no conversion or preemptive rights.
The Common Stock currently outstanding is validly issued, fully paid
and non-assessable. In the event of our liquidation, the holders of Common Stock
will share equally in any balance of our assets available for distribution to
them after satisfaction of creditors and the holders of our senior securities,
whatever they may be. We may pay dividends, in cash or in securities or other
property when and as declared by the Board of Directors from funds legally
available therefor, but we have paid no cash dividends on our Common Stock.
PREFERRED STOCK
Under the Articles of Incorporation, the Board of Directors has the
authority to issue Preferred Stock and to fix and determine its series, relative
rights and preferences to the fullest extent permitted by the laws of the State
of Nevada and such Articles of Incorporation. As of the date of this
Registration Statement, three classes of Preferred Stock were authorized, but
only two were issued or outstanding.
Series "A" 13.5% Non Voting, Cumulative, Convertible Preferred Stock
Such Stock has rights which are superior to all other securities of the
Company, including upon liquidation and as to payment of dividends, if any. The
Series "A" Preferred carries a dividend of 13.5% per annum, is non-voting, and
is redeemable by us at any time at face value and is convertible into Common
Stock at the lesser of $10 per share or 85% of the last five closing bid prices.
A total of 17 shares are issued and outstanding as of the date of this
Registration Statement.
Series "AA" Non Voting, Cumulative, Convertible Preferred Stock
Such Stock had rights which were superior to all other securities of
the Company except for Series "A" 13.5% Non Voting, Cumulative, Convertible
Preferred Stock, including upon liquidation and as to payment of dividends, if
any. The Series "AA" Preferred carried a dividend which was set by the Board of
Directors at 10% prior to the time of issuance thereof, was non-voting,
redeemable by the Company at any time at face value and was convertible into
Common Stock of the Company at 85% of the last five closing bid prices. We had
previously issued 26 shares of the Series "AA" Preferred Stock. As of the date
of this Registration Statement, all of the Series "AA" Non Voting, Cumulative,
Convertible Preferred Stock had been converted to Common Stock. This Series "AA"
is no longer issued or outstanding. A total of 1,337,509 shares of Common Stock
were issued upon conversion, including for accrued interest.
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Series "AAA" 12% Cumulative Convertible Preferred Shares
Such Stock has rights which are superior to all other securities of the
Company except for Series "A" 13.5% Non Voting, Cumulative, Convertible
Preferred Stock and, before its conversion, the Series "AA" Non Voting,
Convertible Preferred Stock, including upon liquidation and as to payment of
dividends, if any. The Series "AAA" Cumulative Convertible Preferred Voting
Stock carries a 12% per annum dividend payable in stock or cash, is voting, with
each share equal to 100 shares of Common Stock, and is redeemable according to
the following procedure: upon written notice of conversion from the holders, the
Company shall have the right, but not the obligation, for 45 days from receipt
of such notice to repurchase, for cash, up to 2,000 shares of the Series "AAA"
12% Cumulative Convertible Preferred Shares at $1,000 per share.
Pursuant to the terms of the Amended Purchase Agreement, the number of
shares of Common Stock issuable to the holders pursuant to the conversion
provisions of the Series "AAA" 12% Cumulative Convertible Preferred Shares was
reduced from 8,000,000 shares to 4,500,000 shares (subject to pro rata
adjustments, if any, for stock dividends, stock splits, reverse stock splits,
and any other similar capital stock adjustments of a general nature). At the
date of this Registration Statement, there are 8,000 shares issued and
outstanding.
We do not plan to issue any other Preferred Stock in the foreseeable
future.
TRANSFER AGENT, REGISTRAR AND WARRANT AGENT
The Company has appointed Standard Registrar & Transfer Company,
Inc.12528 South 1840 East, Draper, Utah 84020 as transfer agent for the Common
Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
David Wagner & Associates, P.C., Attorneys at Law, special securities
counsel to the Registrant for the purpose of this Registration Statement, and
whose opinion as to the legality of the issuance of the Shares hereunder is
attached hereto as Exhibit 5, own approximately 105,000 of our common shares.
Certain persons affiliated with this firm own an additional 180,000 of our
common shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation authorizes us to indemnify to the maximum
extent permitted under Nevada law. The Nevada Private Corporations Act allows us
to indemnify our directors, officers, employees and agents, including the
advancement of expenses:
Section 78.751 of the Nevada Private Corporations Act provides:
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1. A corporation may indemnify any person who was or is a 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, except an action by or in the right of the corporation, 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,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonable incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding,had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor 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, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such person shall have been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,unless
and only to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1. and 2., or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1. and 2., unless ordered by
a court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer,
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employee or agent is proper in the circumstances. The determination must be
made:(a) By the stockhold ers, (b) By the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding (c)If a majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; (d) If a quorum consisting
of directors who were not parties to the act, suit or proceeding cannot be
obtained, by independent legal counsel in a written opinion.
5. The articles of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred and in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to advancement
of expenses to which corporate personnel other than directors or officers
may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification aor advancement of expenses may be entitled under the
articles or incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding such office, except
that indemnification, unless ordered by a court pursuant to subsection 2 or
for the advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct,
fraud or knowing violation of the law and was material to the cause of
action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors, and
administrators of such a person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 2000 Stock Compensation Plan I, dated July 1, 2000.
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5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of independent Auditors
24.2 Consent of David Wagner & Associates, P.C. (Included in
Exhibit 5).
ITEM 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) 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 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;
(a) 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
bonafide offering thereof.
(b) 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.
2. The 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 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 the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be in the initial bona fide offering
thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Juan Capistrano, State of California, on this
30th day of August, 2000.
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
Dated: 8/30/00 By: /s/ Carl Palmer
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Carl Palmer
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL OFFICER
Dated: 8/30/00 By: /s/ Carl Palmer
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Carl Palmer
Treasurer and Director
Dated: 8/30/00 By: /s/ Paul H. Lusby
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Paul H. Lusby
Secretary and Director
Dated: By:
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Donald S. Whitlock
Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 2000 Stock Compensation Plan I, dated July 1, 2000.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of independent Auditors
24.2 Consent of David Wagner & Associates, P.C. (Included in
Exhibit 5).
</TABLE>
