As filed with the Securities and Exchange Commission on September 1, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
etravelserve.com, Inc.
----------------------
(name of small business issuer in its charter)
Nevada 36-3051776
------ ----------
(State of jurisdiction (I.R.S. Employer
or incorporation dentification No.)
or organization)
22191 Powerline Road, Bay 22C
Boca Raton, Florida 33433
-------------------------
(Address of Principal Executive Office)
etravelserve.com, Inc.
Year 2000 Stock Award and Option Plan
-------------------------------------
(Full Title of the Plan)
Paul R. Johnson
etravelserve.com, Inc.
22191 Powerline Road, Bay 22C
Boca Raton, Florida 33433
(561) 417-0688
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
------------------------
Title of Each Class of Amount Offering Aggregate
Securities to be to be Price Per Offering Amount of
Registered Registered (1) Share (2) Price (2) Registration Fee
------------------------- -------------- --------------- -------------------
<S> <C> <C> <C> <C>
Common Stock (1) 6,000,000 $0.1375 $825,000 $217.80
------------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee $217.80
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</TABLE>
(1)This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the etravelserve.com, Inc. - Year 2000 Stock
Award and Option Plan, as amended, by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of outstanding shares
of common stock.
1
<PAGE>
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
maximum offering price per share and in the aggregate, and the registration fee,
were calculated based upon the average of the bid and ask prices of
etravelserve.com., Inc.'s common stock on August 31, 2000, as reported on the
OTC Bulletin Board.
EXPLANATORY NOTE
eTravelserve.com, Inc. ("Company," "we" or "us") has prepared this
Amendment No. 2 to Registration Statement (the "Registration Statement") in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register an additional 6,000,000 shares of
our common stock, which will be awarded to eligible persons under our Year 2000
Stock Award and Option Plan, as amended ("Plan").
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A registration statement on Form S-8 (File No. 333-39552) was filed
with the Securities and Exchange Commission ("SEC") on June 19, 2000 covering
the registration of 10,000,000 shares initially authorized for issuance under
the Company's Year 2000 Stock Award and Option Plan. On August 15, 2000, we
filed Amendment No. 1 to Registration Statement on Form S-8 to register an
additional 4,000,000 shares of stock under the plan. Pursuant to General
Instruction E of Form S-8 and Rule 429, this Registration Statement is being
filed to register an additional 6,000,000 shares pursuant to the Plan. This
Registration Statement should also be considered a post-effective amendment to
the prior registration statement and amendments thereto. The contents of the
prior registration statement and amendment thereto are incorporated herein by
reference.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 8. EXHIBITS.
5.1 Opinion of English, McCaughan & O'Bryan, P.A. as to the
legality of securities being registered.
23.1 Consent of Cross & Robinson, Certified Public Accountants.
23.2 Consent of English, McCaughan & O'Bryan, P.A. (contained in
Exhibit 5.1).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on
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<PAGE>
Form S-8 and has duly caused this Amendment No. 2 to Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ft. Lauderdale, State of Florida, on this 1st day of
September, 2000.
etravelserve.com, Inc.
By: /s/ Paul R. Johnson
---------------------
Paul R. Johnson, President
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 as amended,
this Amendment No. 2 to Registration Statement on Form S-8 (the "Registration
Statement") has been signed by the following person in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Paul R. Johnson President and Director September 1, 2000
------------------------------------ (Principal Executive Officer
Paul R. Johnson And Financial Officer)
</TABLE>
EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Description Page
------- ----------- ----
<S> <C> <C>
5.1 Opinion of English, McCaughan & O'Bryan, P.A. 4
23.1 Consent of Cross and Robinson, Certified Public Accountants. 6
23.2 Consent of English, McCaughan & O'Bryan, P.A. 4
(contained in Exhibit 5.1)
</TABLE>
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