SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STEREOIDOGENESIS INHIBITORS INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 88-038402
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Convention Center Dr. Suite 310, Las Vegas NV 89109
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(Address of Principal Executive Offices)(Zip Code)
Consultant Services Plan
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(Full title of the plan)
Dr. Janet Greeson, President, 101 Convention Center Dr. Suite 310, Las Vegas NV
89109
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(Name and address of agent for service)
(702) 735-7001
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(Telephone number, including area code, of agent for service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X]
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit price registration fee
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<S> <C> <C> <C> <C>
Common Stock 600,000 Shares $1.562 $937,200 1 $247.43
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</TABLE>
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1Computed pursuant to Rule 457 solely for the purpose of calculating the
registration fee and not as a representation as to any actual proposed price.
The fee is based upon the dosing price of the common stock ($1.562) reported on
the NASD Bulletin Board for August 3, 2000.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part I is included in
documents sent or given to each consultant of Stereoidogenesis Inhibitors
International, Inc., a Nevada corporation (herein "Registrant" or "Company").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 - Incorporation of Documents by Reference
The following documents are incorporated by reference to this Registration
Statement and made a part hereof:
(a) the Registrant's latest Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000, including exhibits, filed
under Section 13(a) or 15(d) of the Securities Act of 1934, as
amended (the "Exchange Act"), including all amendments;
(b) all other reports, including amendments, filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Registrant
document referred to in (a) immediately above;
(c) the Registrant's Form 10-SB Registration Statement under the
Exchange Act, including exhibits thereto, as amended,
Commission File No. 0-26775; and
(d) specifically, the Description of Securities of the Registrant
offered hereunder as contained under the caption "Description
of Securities" on Page of the above referenced Form 10-SB
Registration Statement, as amended.
All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers 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. Any statement contained in a document incorporated or deemed to be
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 other subsequently filed document which also is or is
deemed to be 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.
2
<PAGE>
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12 of the
Exchange Act ( a more detailed description is contained in the Form 10-SB
filing, as amended, referenced above.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation and By-Laws contain provisions which
reduce the potential personal liability of directors for certain monetary
damages and provide for indemnity of directors and other persons. Such
provisions are intended to increase the protection provided directors and, thus,
increase the Company's ability to attract and retain qualified persons to serve
as directors.
Nevada Revised Statues, as amended, Chapter 78.7502, authorizes the
indemnification of officers and directors and certain others under certain
circumstances.
The Articles of Incorporation also provide indemnification as follows (summary):
No director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer; provided however, that the forgoing provision shall not eliminate or
limit the liability of a director of officer(i) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts of omissions prior to such repeal or modification.
The Bylaws also provide indemnification as follows:
The Corporation shall indemnify all of its' officers and directors, past,
present and future, against any and all expenses incurred by them, and each of
them including but not limited to legal fees, judgments and penalties which may
be incurred, rendered or levied in any legal action brought against any or all
of them for or on account of any act or omission alleged to have been committed
while acting within the scope of their duties as officers or directors of this
corporation.
In the opinion of the Securities and Exchange Commission, indemnification for
liabilities arising under the Securities Act of 1933 is contrary to public
policy and, therefore, is unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
3
<PAGE>
See - Exhibits and Exhibit Index herein.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement: and Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value 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 prospects
filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of this
chapter) if, in the aggregate, the changes in the 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) Include any additional or changed material information on the
plan of distribution;
(2) for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering;
(3) file a post-effective amendment to remove from registration any
of the securities that remain unsold at the termination of the offering;
(4) for determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time Commission declared it effective; and
(5) for determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities;
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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 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.
4
<PAGE>
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 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 Las Vegas, State of Nevada, on August 7, 2000.
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.
Stereoidogenesis Inhibitors International, Inc.
/s/ Albert "Bert" Wollen
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Albert "Bert" Wollen, C.E. O.
(Principal Executive Officer)
and Director
/s/ Eugene Boyle
-----------------------------
Eugene Boyle, C.F.O.
(Principal Financial Officer)
and Director
5
<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
STEREOIDOGENESIS INHIBITORS INTERNATIONAL, INC.
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6
<PAGE>
<TABLE>
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION DOCUMENT PAGE NO.
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<S> <C> <C> <C>
4 INSTRUMENTS DEFINING (a) ARTICLES OF INCORPORATED FROM
RIGHTS OF SECURITIES INCORPORATION AND COMMISSION FILE NO.
HOLDERS AMENDMENTS 0-26775
(b) BYLAWS AND
AMENDMENTS SAME AS ABOVE
5 OPINION RE: LEGALITY LETTER E-2
(AND CONSENT)
24 CONSENTS OF EXPERTS LETTERS E-2 (AS TO LEGAL CONSENT)
AND COUNSEL E-4 (AS TO ACCOUNTANTS
CONSENT)
9A ADDITIONAL EXHIBITS CONSULTANT SERVICES E3
PLAN
</TABLE>
E-1
