As filed with the Securities and
Exchange Commission on June 26, 2000 Registration No. 333
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PAWNBROKER.COM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0794473
-------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
85 Keystone, Suite F
Reno, Nevada 89503
(775) 332-5048
----------------------------------------------
Address of Principal Executive Offices
Amended and Restated (1999) Stock Option Plan
----------------------------------------------
(Full titles of the plan)
Corporation Service Company
1013 Centre Road
Wilmington, DE 19805
----------------------------------------------
(Name and address of agent for service)
(302) 734-7492
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount to Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered(1) be Registered Price Per Share Offering Price Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares subject to 2,976,665 shares $6.69(1) $19,913,888 $5,257
outstanding options under
the Plan
------------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to 5,023,335 shares $4.25(2) $21,349,173 $5,636
outstanding options under
the Plan
------------------------------------------------------------------------------------------------------------------------------------
Total 8,000,000 shares $40,007,228 $10,893
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the average exercise price of options granted under the 1999 Stock
Option Plan outstanding as of the date of the filing of this registration
statement.
(2) The proposed maximum offering price per share and the registration fee were
calculated in accordance with rule 457(c) and (h) based on the average high
and low prices for the Registrant's common shares on June 19, 2000, as
quoted on the National Association of Securities Dealer Over-The-Counter
Bulletin Board, which was US$4.25 per share.
================================================================================
<PAGE>
This registration statement on Form S-8 registers common shares, with a par
value of $0.0001 per share, of Pawnbroker.com, Inc., a Delaware corporation,
(the "Registrant") to be issued pursuant to the exercise of options or rights
granted under the Registrant's 1999 Stock Option Plan, as amended.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by reference in
this registration statement.
(a) The Registrant's registration statement filed pursuant to Section
12(b) or 12(g) of the Exchange Act filed on Form 10 on November 3,
1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report incorporated by reference herein pursuant to (a) above.
(c) The description of the Registrant's securities contained in the
Registrant's registration statement on Form 10 filed with the
Securities and Exchange Commission on November 3, 1999, including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
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 deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation and Bylaws require us to indemnify to
the fullest extent permitted by Delaware law, each person that we have the power
to indemnify.
Delaware law permits a corporation, under specified circumstances, to indemnify
its directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties by reason of the fact that they were or are directors,
officers, employees or agents of the corporation, if such directors, officers,
employees or agents acted in good faith and in a manner they 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 reason to believe their
conduct was unlawful. In a derivative action, that is, one by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
The Registrant's Articles of Incorporation and Bylaws also contain provisions
stating that no director shall be liable to us or any of our stockholders for
monetary damages for breach of fiduciary duty as a director, except with respect
II-1
<PAGE>
to (1) a breach of the director's duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability under
Delaware law (for unlawful payment of dividends, or unlawful stock purchases or
redemptions) or (4) a transaction from which the director derived an improper
personal benefit. The intention of the foregoing provisions is to eliminate the
liability of our directors or our stockholders to the fullest extent permitted
by Delaware law
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
4.1 Amended and Restated (1999) Stock Option Plan
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Davidson & Co.
23.3 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) 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;
(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. Notwithstanding the foregoing, any increase or decrease in volume 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 and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represents no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the
Securities 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.
(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.
II-2
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 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 Securities
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 Securities 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 of 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.
II-3
<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 Reno, State of Nevada, on this 26th day of June,
2000.
PAWNBROKER.COM, INC.
By: /s/ Joseph D. Schlader
---------------------------------------
Joseph D. Schlader, President
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Neil
McElwee and Joe Schlader, or any of them, his attorney-in-fact, with the power
of substitution, for them in any and all capacities, to sign any amendments to
this registration statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Neil McElwee Chief Executive Officer June 21, 2000
----------------------------- and Director
Neil McElwee (Principal Executive Officer)
/s/ Joseph Schlader President, Chairman of the June 20, 2000
----------------------------- Board, and Director
Joseph Schlader
/s/ William Galine Director and Secretary June 20, 2000
-----------------------------
William Galine
/s/ Greigory Park Chief Financial Officer June 19, 2000
----------------------------- (Principal Financial Officer
Greigory Park and Accounting Officer)
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Amended and Restated (1999) Stock Option Plan
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Davidson & Co.
23.3 Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration statement)
