As filed with the Securities and Exchange Commission on June 15, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
etravelserve.com, Inc.
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(name of small business issuer in its charter)
Nevada 36-3051776
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(State of jurisdiction (I.R.S. Employer
or incorporation Identification No.)
or organization)
22191 Powerline Road, Bay 22C
Boca Raton, Florida 33433
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(Address of Principal Executive Office)
etravelserve.com, Inc.
Year 2000 Stock Award and Option Plan
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(Full Title of the Plan)
Paul R. Johnson
etravelserve.com, Inc.
22191 Powerline Road, Bay 22C
Boca Raton, Florida 33433
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(561) 832-2700
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
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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) 10,000,000 $0.30 $3,000,000 $792.00
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Total Registration Fee $792.00
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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 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.
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(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 June 14, 2000, as reported on the OTC
Bulletin Board.
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EXPLANATORY NOTE
etravelserve.com, Inc. ("Company," "we" or "us") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act") to register 10,000,000
shares of our common stock, which will be awarded to eligible persons under our
Year 2000 Stock Award and Option Plan ("Plan").
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. PLAN INFORMATION.
Pursuant to Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Securities Act"), we will distribute an information statement
containing the information specified in Part I of Form S-8 (an "Information
Statement") to participants under our Stock Plan. Such Information Statement,
taken together with the documents incorporated by reference herein pursuant to
Item 3 of Part II below, constitutes a prospectus meeting the requirements of
Section 10(a) of the Securities Act, and such Information Statement is hereby
incorporated by reference in this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
referenced is considered to be part of this Registration Statement. Information
that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until all of the shares covered by this Registration
Statement have been sold or deregistered:
(a) our Annual Report on Form 10-K for the fiscal year ended June
30, 1999;
(b) our Quarterly Report on Form 10-Q for the quarter ended
September 31, 1999, the quarter ended December 31, 1999 and
March 31, 2000;
(c) our Current Reports on Form 8-K filed on September 9, 1999, an
Amendment to a Form 8-K filed on September 9, 1999, a Form 8-K
filed on January 26, 2000, and a Form 8-K filed on May 15,
2000;
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(d) The description of our common stock which is contained in our
registration statement on Form 10 filed on October 28, 1998
and all amendments thereto and reported filed for the purpose
of updating such descriptions.
ITEM 4. DESCRIPTION OF SECURITIES.
Our common stock being registered in this Registration Statement is
registered pursuant to Section 12(g) of the Exchange Act. The description of our
common stock is incorporated by reference pursuant to Item 3 above.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article VII of the Company's Amended and Restated By Laws provide for
indemnification to the full extent permitted by Nevada law of all persons it has
the power to indemnify under Nevada law. Such indemnification is not deemed to
be exclusive of any other rights to which those indemnified may be entitled,
under any bylaw, agreement, vote of stockholders or otherwise. The provisions of
the Company's Bylaws which provide indemnification may reduce the likelihood of
derivative litigation against the Company's directors and officers for breach of
their fiduciary duties, even though such action, if successful, might otherwise
benefit the Company and its stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of English, McCaughan & O'Bryan, P.A. as to the
legality of securities being registered.
10.1 etravelservecom, Inc. - Year 2000 Stock Award and Option Plan.
23.1 Consent of Cross & Robinson, Certified Public Accountants.
23.2 Consent of English, McCaughan & O'Bryan, P.A. (contained in
Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
A. We hereby undertake to:
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(1) To File, during any period in which offers and 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 of 1933;
(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 end of the
estimated maximum offering range may be reflected in the form of a prospectus
filed with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 424(b) if, in the aggregate, the changes in 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) 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) of this section do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and if 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
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for purposes 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.
B. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's Annual Report pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934 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 Company pursuant to the foregoing provisions, or otherwise, we have 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,
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therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 final
adjudication of such issue.
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 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 Ft. Lauderdale, State of Florida, on this 15th
day of June 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 Registration Statement on Form S-8 (the "Registration Statement") has been
signed by the following person in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Paul R. Johnson President and Director June 15, 2000
------------------------------------ (Principal Executive Officer
Paul R. Johnson And Financial Officer)
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description Page
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<S> <C> <C>
5.1 Opinion of English, McCaughan & O'Bryan, P.A. 8
10.1 etravelserve.com, Inc. - Year 2000 Stock Award and Option
Plan 10
23.1 Consent of Cross and Robinson, Certified Public Accountants. 19
23.2 Consent of English, McCaughan & O'Bryan, P.A. 8
(contained in Exhibit 5.1)
</TABLE>
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