SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INSIDERSTREET.COM, INC.
(Exact name of registrant as specified in its charter)
SIERRA HOLDINGS GROUP, INC.
(Former name of registrant)
Nevada 87-0576421
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
202 East Madison Street, Tampa, Florida 33602
(Address of Principal Executive Offices including zip code)
Consulting Services Plan
(Full title of the plan)
Jeffrey G. Klein
23123 State Road 7, Suite 350B
Boca Raton, Florida 33428
(Name and address of agent for service)
(561) 470-9010
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Title of Class of Securities Amount to be Proposed Maximum Offering Amount of
to be Registered Registered Price Per Share (1) Fee
<S> <C> <C> <C> <C>
Common Stock, $.001 205,000 $5.25 $285
par value
</TABLE>
1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price in the market for the common stock on April 11,
2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part 1 is included in
documents sent or given to each employee of InsiderStreet.com, Inc. , a Nevada
corporation ("Company").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The Registrant's Form 10-k filed for the year ended October 31, 1999 as well
as the registrant's latest quarterly reports of Form 10-QSB for the quarter
ended January 31, 2000.
(b) All other reports which may be 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) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposed 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.
Item 4. Description of Securities.
The class of securities to be offered hereby has been registered under Section
12 of the Exchange Act by the registrant, and incorporated by reference.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered will be passed upon for the Company by
the law firm of Jeffrey G. Klein, P.A. of Boca Raton, Florida.
The Law Office of Jeffrey Klein, P.A., has rendered legal services and prepared
Form S-8. Such office is located at 23123 State Road 7, Suite 350B, Boca Raton,
Florida 33428
Jones, Jensen & Company consents to the incorporation by reference of their
report on the audited financial statements contained in the Form 10-K filed for
the year ended October 31, 1999 and filed on Form 10-k.
Item 6. Indemnification of Directors and Officers.
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on our behalf to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee.
Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that Nevada
corporations may limit, through indemnification, the personal liability of their
directors or officers in actions, claims or proceedings brought against such
person by reason of that person's current or former status as an officer or
director of the corporation. We may indemnify our directors or officers if the
person acted in good faith and in a manner the person reasonably believed was,
at least, not opposed to the best interests of the corporation. In the event of
a criminal action or proceeding, indemnification is not available if the person
had reasonable cause to believe their action was unlawful.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders;
(2) a majority of a quorum of the Board of Directors consisting of members of
the Board who were not parties to the action, suit or proceeding; (3) if a
majority of a quorum of the Board of Directors consisting of members of the
board who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (4) if a quorum of the Board
of Directors consisting of members of the Board who were not parties to the
action cannot be obtained, by independent legal counsel in a written opinion.
<PAGE>
To the extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we must indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Nevada law also allows Nevada corporations to
advance expenses of officers and directors incurred in defending a civil or
criminal action as they are incurred, upon receipt of an undertaking by or on
behalf of the director or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.
Section 78.751 of the NRS provides that any indemnification provided for by NRS
78.7502 (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled and that the scope of
indemnification shall continue as to directors or officers who have ceased to
hold such positions and to their heirs, executors and administrators.
Section 78.752 of the NRS allows corporations to provide insurance, or other
financial arrangements such as a program of self-insurance, for their directors
or officers. Such insurance may provide coverage for any liability asserted
against the person and liability and expenses incurred by the person in their
capacity as a director or officer or arising out of their status as such,
whether or not the corporation has the authority to indemnify the person against
such liability and expenses. However, no financial arrangement made under
Section 78.752 may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud or a knowing violation of law, except with
respect to the advancement of expenses or indemnification ordered by a court.
Our By-laws provide for the indemnification of its directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Consultants and Advisors
The following consultants will be issued securities pursuant to this
Registration statement:
Name Number Type of Services Provided
- --------------------------------------------------------------------------------
Michael Muzio 200,000 Consulting Services
Jeffrey Klein 5,000 Legal Services
Item 9. Exhibits.
See Exhibit Index and Exhibits attached hereto.
Item 10. 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 would not exceed that which was registered) and any deviation
from the low or high 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 changes in the volume and price represent no more than twenty
percent (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) 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.
(4) For determining any liability under the Securities Act, treat each post
effective amendment as a new registration statement for the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (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 in 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida, on January 31, 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 oon the
date indicated:
InsiderStreet.com, Inc.
/s/ Raymond Miller
- ------------------
By: Raymond Miller, President and Chief Executive Officer
202 East Madison Street
Tampa, Florida 33602
Telephone: (813)221-6617
Facsimile: (813)221-4505
<PAGE>
EXHIBIT INDEX
Exhibit #
Exhibit Item
5
Opinion Re: Legality and Consent
10.1
Consulting Agreement between the Company and Jeffrey Klein
10.2
Consulting Agreement between the Company and Michael Muzio
23.1
Consent of Experts
23.2
Consent of Independent Auditors
EXHIBIT 5
CONSENTS OF EXPERTS AND COUNSEL
THE LAW OFFICE OF JEFFREY G. KLEIN, P.A.
23123 STATE ROAD 7
Suite 350B
Boca Raton, FL 33428
Phone: 561-470-9010
Facsimile: 561-470-9078
April 12, 2000
InsiderStreet.com, Inc.
202 East Madison Street
Tampa, FL 33602
Attn: Raymond Miller
RE: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm (the "Firm") has been engaged as counsel for InsiderStreet.com, Inc.,
a Nevada corporation (the "Company"), in connection with its proposed offering
under the Securities Act of 1933, as amended (the "Act"), of 205,000 shares of
its common stock which are to be issued 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 Securities and Exchange Commission
(the "Commission"). In connection with rendering the opinion as set forth below,
the Firm has reviewed and examined originals or copies of the following:
1. Articles of Incorporation of the Company, and any amendments, as filed with
the Secretary of State of Nevada;
2. By Laws of the Company
3. Written Consent or Minutes of a Meeting of the Board of Directors on or about
April 11, 2000 , authorizing the Consultant Agreement Plan (the "Plan") with the
consultant and certain other matters;
4 The Company's Registration Statement on Form S-8 and exhibits thereto as filed
with the Commission.
<PAGE>
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 photostatic 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 recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
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, 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, legally issued, fully paid and non-assessable. 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 subsequent issuances of shares, pertaining to services to be performed in
the future (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).
This opinion is limited. We consent to you 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 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 may
come to our attention hereafter.
Sincerely yours,
/S/ JEFFREY G KLEIN
- -------------------
JEFFREY G KLEIN
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 9th
day of April 2000 is by and amongst Insider Street.com Inc. (the "Company") and
Jeffrey Klein, P.A. (The "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
continue to provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall review, revise and draft contracts for Company on
an "As Needed" basis. Consultant will assist Company in the preparation of its
quarterly reports with the SEC. Consultant will also assist the Company and
review agreements and contracts incurred in the ordinary course of business. Any
matters not in the ordinary course of business will be dealt with on a case by
case basis.
3. In order to assist Consultant with his duties, the Company will
provide Consultant with such information, as may be required by Consultant.
Company will make available to Consultant copies of all material agreements,
notice of pending or threatened litigation and notice of all proposed press
releases
4. In consideration of the services to be provided, Consultant shall
receive a fee equal to 5,000 shares of the Company's common stock.
<PAGE>
5. The Company will register these shares pursuant to a registration
statement on Form S-8.
6. This Agreement shall be for a term of three months. During the term
of this Agreement, each party may have access to trade secrets, know how,
formulae, customer and price lists all of which are valuable, special,
proprietary and unique assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of this Agreement
shall be held in trust and in a fiduciary capacity for the sole benefit of the
other party, its successors and assigns, and each agrees not to publish or
divulge either during the term of this Agreement or subsequent thereto,
knowledge of any technical or confidential information acquired during their
term of this Agreement.
At the termination of this Agreement, or at any other time either party
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or delivered or
made available to or otherwise obtained by the respective parties. However, the
foregoing provision shall not prohibit Consultant from engaging in any work at
any time following his termination of this Agreement which does not conflict
with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
<PAGE>
8. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Florida courts with venue in Palm Beach, County
Florida. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
9. This Agreement may be executed in any number of counterparts, each
of which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
INSIDER STREET.COM, INC.
/s/ Jeffrey Klein BY: /s/ Raymond Miller
- ----------------- --------------------
Jeffrey Klein Raymond Miller
President
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 9th
day of April 2000 is by and amongst Insider Street.com Inc. (the "Company") and
Michael Muzio (The "Consultant").
WHEREAS, Consultant is skilled in financial matters, marketing,
strategic planning, accounting and financial public relations; and
WHEREAS, the Company desires to engage the Consultant to assist the
Company in its efforts to expand its operation;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non- exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall provide the Company with ongoing consulting
services in the area of financial consulting, marketing and strategic
operations. Consultant shall provide these services on an as need basis but in
no event no less frequently than at least one day per week. However, at the
Company's discretion, said services can be provided for a period of four
consecutive days on a monthly basis. Said services to be provided either at the
Company's principal place of business or at the business address of the
Consultant depending upon the nature and type of services provided.
3. In order to assist Consultant with his duties, the Company will
provide Consultant with such information, as may be required by Consultant.
Company will make available to Consultant copies of all reports filed with the
Securities and Exchange Commission, copies of financial reports and projections,
strategic plans and such other reports as may be necessary in order for
Consultant to carry out Consultant's responsibilities.
4. This Agreement shall be for a term of one year commencing on the
date of execution by the last signatory.
<PAGE>
5. In consideration of the services to be provided, Consultant shall
receive a fee equal to 200,000 shares of the Company's common stock.
6. The Company will register these shares pursuant to a registration
statement on Form S-8.
7. During the term of this Agreement, each party may have access to
trade secrets, know how, formulae, customer and price lists all of which are
valuable, special, proprietary and unique assets of each. The parties agree that
all knowledge and information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary capacity for the sole
benefit of the other party, its successors and assigns, and each agrees not to
publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement.
At the termination of this Agreement, or at any other time either party
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or delivered or
made available to or otherwise obtained by the respective parties. However, the
foregoing provision shall not prohibit Consultant from engaging in any work at
any time following his termination of this Agreement which does not conflict
with the terms of this Agreement.
8. This Agreement may be terminated for "Proper Cause" prior to
expiration of its stated term in the sole and absolute discretion of either
party. As used in the Agreement "Proper Cause" shall be limited to:
Conviction of Civil or Criminal Fraud or a Felony.
Such termination shall not prejudice any other remedy to which
either party may be entitled either at law, in equity or under this Agreement.
<PAGE>
9. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
10. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Florida courts with venue in Tampa, Florida. In the
event of any breach of this Agreement, the prevailing party shall be entitled to
recover all costs including reasonable attorney's fees.
11. This Agreement may be executed in any number of counterparts, each
of which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
12. Nothing contained herein shall be construed as creating a joint
venture or partnership arrangement between Consultant and the Company.
13. The parties hereby waive any conflicts of interest as a result of
Jeffrey G. Klein, P.A. providing legal services and each party waives their
right to independent counsel.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
INSIDER Street.com Inc.
/s/ Michael Muzio BY: /s/ Raymond Miller
- ----------------- --------------------------
Michael Muzio Raymond Miller, President
LETTER OF CONSENT
RE: UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
We hereby consent to the incorporation by reference of our report as of January
31, 2000 relating to the unaudited condensed consolidated interim financial
statements of Insider Street.com, Inc. that are included in the Form 10-Q for
the quarter ended January 31, 2000 in this filing on Form S-8.
By: /s/ Raymond Miller
----------------------
202 East Madison Street
Tampa, Florida 33602
Telephone: (813) 221-6617
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Insiderstreet.com, Inc.
(Formerly Sierra Holdings Group, Inc.
We hereby consent to the use in this Registration Statement of
Insiderstreet.com, Inc. (formerly Sierra Holdings Group, Inc.) on Form S-8 of
our report dated November 17, 1999 of Insiderstreet.com, Inc. (formerly Sierra
Holdings Group, Inc.). for the years ended October 31, 1999 and 1998 and from
inception on December 26, 1986 through October 31, 1999, which are part of this
Registration Statement, and to all references to our firm included in this
Registration Statement.
/s/ Jones, Jensen & Company
- ---------------------------
Jones, Jensen & Company
Salt Lake City, Utah
April 17, 2000
