SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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
-----------------------
(Full title of the plan)
Dr. Alfred T. Sapse, Chairman, 101 Convention Center Dr. Suite 310, Las Vegas NV
89109
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(702) 735-7001
--------------
(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
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 Shares $2.341 $1,170,000 1 $309.00
- -----------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------
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 average of low bid price and high ask price of the
common stock ($2.34) reported on the NASD Bulletin Board for April 18, 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 April 20, 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
- -----------------------------
Albert "Bert" Wollen, C.E. O.
(Principal Executive Officer)
and Director
/s/ Albert "Bert" Wolle
- -----------------------------
Albert "Bert" Wollen, C.E.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.
-----------------------------------------------
6
<PAGE>
<TABLE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION DOCUMENT PAGE NO.
- ----------- ----------- -------- --------
<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
EXHIBIT 5
OPINION RE: LEGALITY
(AND CONSENT)
E-2
<PAGE>
Law Offices of Richard Rossi, P.A.
April 20, 2000
Stereoidogenesis Inhibitors International, Inc.
Attn: C.E.O.
Re: SEC Registration Statement on Form S-8
--------------------------------------
This firm ("Firm") has been engaged as counsel for Stereoidogenesis Inhibitors
International, Inc., a Nevada corporation ("Company"), in connection with its
proposed registration, under the Securities Act of 1933, as amended (the "Act"),
of 500,000 Shares of its Common Stock under a plan for consulting services, by
the Company, by a filing of a Registration Statement under Form S-8 to which
this opinion is a part, to be filed with the U.S. Securities and Exchange
Commission ("Commission").
In connection with rendering the opinion as set forth below, the Firm has
reviewed and examined originals or copies, of, among other things, the
following:
1. Articles of Incorporation of the Company, and any amendments;.
2. By-laws of the Company, and any amendments;
3. corporate resolutions by the Board of Directors relating to the
issuance of Common Stock for services;
3. Consultant Services Plan by the Company dated April 20, 2000;
and
4. the Company's Registration Statement on Form S-8 and exhibits
thereto as filed with the Commission.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photo static copies, and the authenticity
of the originals of such copies and the truth of all information supplied us. We
have further assumed, among other things, that the recipients of the Shares will
have completed the required services, and/or provided considerations required
under the terms of such related agreements acceptable to the Board of Directors
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter whatsoever, including assumption, or representation. Based upon the
foregoing and in reliance thereof, it is our opinion that, subject to the
limitations set forth herein, the Shares to be issued will be duly and validly
authorized, and legally paid and available Shares (non-assessable).
E-2(1)
<PAGE>
This opinion is expressly limited in scope to the Shares enumerated herein which
are to be expressly covered by the referenced Registration Statement and does
not cover any subsequent issuances of shares, if any, pertaining to other
services (such transactions are required to be included in either a new
Registration Statement or a Post-Effective Amendment to the Registration
Statement including updated opinions concerning the validity of issuance of such
shares, and other items), nor does this opinion extend to any other issue.
This opinion is limited (we express no opinion with respect to the laws of any
jurisdiction). We consent to your filing this opinion with the Commission as an
exhibit to the Registration Statement on Form S-8. This opinion is not to be
used, circulated, quoted or otherwise referred to for any other purpose without
our prior written consent. This opinion is based representations to this firm,
and upon our assumptions as to application of the law and facts as of the date
hereof. We assume no duty to communicate with you with respect to any matters
which come to our attention hereafter.
Sincerely yours,
/S/ LAW OFFICES OF RICHARD ROSSI, P.A.
- --------------------------------------
LAW OFFICES OF RICHARD ROSSI, P.A.
E-2(2)
EXHIBIT 10
CONSULTANT SERVICES PLAN
E-3
<PAGE>
CONSULTANT SERVICES PLAN
------------------------
THIS CONSULTANT SERVICES PLAN ("Plan") is made effective as of April 20, 2000,
by STEREOIDOGENESIS INHIBITORS INTERNATIONAL, INC., a Florida corporation
("Company"), for various consultants as designated by the Board ("Consultant").
R E C I T A L S:
The Company wishes to grant, and the Consultants wish to receive, as
compensation for consultation services to the Company, a total of 500,000 Shares
of the common stock of the Company ("Common Stock"), all pursuant to the
provisions set forth herein;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars,
premises, mutual promises, covenants, terms and conditions herein, and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged by the parties, the parties agree as follows:
1. Grant of Shares. The Company hereby grants to the Consultants shares
of Common Stock (the "Shares") in the Company.
2. Services. Consultants have been engaged by the Company and the
Company has received business consultation services and promises of additional
services. Services may be detailed in additional documentation, including
confirmatory letters and agreements.
3. Compensation. The Consultants are not entitled to receive cash
compensation, unless and until any agreement to the contrary is reached with any
particular Consultant. Consultants' sole compensation is the Shares identified
herein, unless the parties agree otherwise. The parties agree the Shares are
valued at $.50 each.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares may not be issued unless the Shares are registered
pursuant to the Securities Act of 1933, as amended ("Act").
5. Delivery of Shares. The Company shall deliver, subject to the terms
and conditions of this Plan, to each Consultant, as soon as practicable, a
Certificate representing the Shares. Each Consultant agrees to be bound by the
terms and conditions under the Plan by accepting delivery of the Shares, and any
other terms individually agreed to in writing by the parties.
6. Company's Rights. The existence of the Shares and/or this Plan shall
not affect in any way the rights of the Company to conduct its business.
E-3(1)
<PAGE>
7. Disclosure. Each Consultant agrees to having read and fully
considered the disclosures under Exhibit "A" attached hereto and incorporated
herein by reference.
8. Amendments. This Plan may not be amended unless by the written
consent of Board.
9. Governing Law. This Plan shall be governed by the laws of the State
of Nevada, and the sole venue for any action arising hereunder or in connection
herewith shall be a court of competent jurisdiction in Las Vegas, Nevada.
10. Binding Effect. This Plan shall be binding upon and for the benefit
of the parties hereto and their respective heirs, permitted successors, assigns
and/or delegates.
12. Captions. The captions herein are for convenience and shall not
control the interpretation of this Plan.
11. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth hereinabove.
12. Gender and Number. Unless the context otherwise requires,
references in this Plan in any gender shall be construed to include all other
genders, references in the singular shall be construed to include the plural,
and references in the plural shall be construed to include the singular.
13. Severability. In the event anyone or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.
STEREOIDOGENESIS INHIBITORS INTERNATIONAL, INC.
E-3(2)
<PAGE>
EXHIBIT "A"
Item 1 - Plan Information
(a) General Plan Information
1. The title of the Plan is: Consultant Services Plan ("Plan") and the
name of the registrant whose securities are to be offered pursuant to the Plan
is Stereoidogenesis Inhibitors International, Inc. ("Company").
2. The general nature and purpose of the Plan is to grant Consultants a
total of shares of the Common Stock of the Company as compensation for
consultation services to be rendered to the Company.
3. To the best of Company's knowledge, the Plan is not subject to any
of the provisions of the Employee Retirement Income Security Act of 1974, as
amended or replaced by an subsequent law.
4. The Company shall act as Plan Administrator. The Company's address
and telephone number are 101 Convention Center Dr. , Suite 310, Las Vegas,
Nevada, 89109, and phone number is 702-735-7001. The Company, as administrator
of the Plan, will merely issue to the Consultant shares of Common Stock pursuant
to the terms of the Plan.
(b) Securities to be Offered. Pursuant to the terms of the Plan, 500,000 shares
of the Company's Common Stock will be offered.
(c) Employees Who May Participate in the Plan. Consultants are the sole
participants in this Plan. Consultants are eligible to receive the securities
provided the securities have been registered or are exempt from registration
under the Securities Act of 1933, as amended (the "Act").
(d) Purchase of Securities Pursuant to the Plan. The Company shall issue and
deliver the underlying securities to Consultants as soon as practicable.
(e) Resale Restrictions. Consultants, after receipt of the Shares, may assign,
sell, convey or otherwise transfer the securities received, subject to the
requirements of the Act.
(f) Tax Effects of Plan Participation. The Consultant Services Plan is not
qualified under Sec. 401 of the Internal Revenue Code of 1986, as amended or
replaced by any subsequent law.
(g) Investment of Funds. n/a
(h) Withdrawal from the Plan; Assignment of Interest. Withdrawal or termination
as to the Plan may occur upon mutual written consent of the parties. Consultant
has the right to assign or hypothecate Consultant's interest in the Plan,
subject to Plan provisions.
(i) Forfeitures and Penalties. n/a
(j) Charges and Deductions and Liens Therefore. n/a
Item 2 -Registrant Information and Employee Plan Annual Information.
Registrant, upon oral or written request by Consultants, shall provide, without
charge, the documents incorporated by reference in Part II, Item 3 of Company's
Form S-8 Registration Statement for the securities as well as any other
documents required to be delivered pursuant to SEC Rule 428(b) (17 CFR Section
230.428(b)). All requests are to be directed to the Company at the address
provided in paragraph (a)(4) above.
E-3(3)
EXHIBIT 24
CONSENTS OF EXPERTS AND COUNSEL
E-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Stereoidogenesis Inhibitors International, Inc.
We hereby consent to the incorporation by reference in this filing of
Stereoidogenesis Inhibitors International, Inc. on Form S-8 of our report dated
March 6, 2000 appearing in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1999.
/s/ Tabor and Company, P.C.
- ----------------------------
Tabor and Company, P.C.
Certified Public Accountants
E-4(1)
