<PAGE>
As filed with the Securities and Exchange Commission on October 11, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________
ABSOLUTEFUTURE.COM
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Nevada 88-0306099
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
10900 N.E. 8/th/ Street, Suite 1414, Bellevue, WA 98004
(Address, including zip code, of registrant's principal executive offices)
Amended and Restated 1999 Stock Incentive Plan
(Full title of the plan)
Graham Andrews, President
AbsoluteFuture.com
10900 N.E. 8/th/ Street, Suite 1414
Bellevue, WA 98004
(425) 462-6210
(Name, address, including zip code and telephone number, including area code, of
agent for service)
Copies of communications to:
Eugenie D. Mansfield
Craig W. Palm
Davis Wright Tremaine LLP
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101-1688
(206) 628-3150
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of Securities to Amount to be Maximum Offering Proposed Maximum Amount of
be Registered Registered /(1)/ Price Per Share /(2)/ Aggregate Offering Registration Fee
Price/(2)/
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock issuable
upon exercise of 3,000,000 (2) $2,949,512.50 $778.67
options
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options to purchase the Company's common stock, or
pursuant to the anti-dilution provisions of the Company's Amended and
Restated 1999 Stock Incentive Plan (the "Plan"). This Registration
Statement covers, pursuant to Rule 416(a), any increases in the number of
shares offered under the Plan to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on
(a) the option exercise prices of options to acquire 1,165,000 shares of
the Company's common stock which have been granted under the Plan which
range from $.60 to $1.85 per share, and (b) upon the average of the high
and low prices of the common stock quoted on October 5, 2000, by the Over-
the-Counter Bulletin Board with respect to 1,835,000 shares of common stock
as to which options have not been granted as of the date of filing this
Registration Statement.
Page 1 of 29
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PART I *
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
AbsoluteFuture.com (the "Company") will send or give the documents containing
the information required by Part I of this registration statement on Form S-8
(the "Registration Statement") to each participant in the Company's Amended and
Restated 1999 Stock Incentive Plan (the "Plan"), as specified by Rule 428(b)(1)
under the Securities Act of 1933 (the "Securities Act"). Such documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
_________________
* Information required by Part I of Form S-8 is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company has filed the following documents with the Securities and Exchange
Commission (the "SEC") which are incorporated by reference into this
Registration Statement:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999.
2. All reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year covered by the Annual Report referred to in (1) above.
3. Since the class of securities to be offered is registered under Section 12
of the Exchange Act, the description of the class of securities is
contained in the Company's Form 10-SB, filed under the Act under the
Company's former name, Corporate Tours & Travel, Inc., including any
amendment or report filed for the purpose of updating such description.
4. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which (a) indicates that all securities offered
under this Registration Statement have been sold or (b) deregisters all
securities then remaining unsold, from the date of the filing of such
documents.
Page 2 of 29
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 78.7502 of the Nevada Revised Statutes ("NRS") permits
indemnification by the Company of any of its directors, officers, or employees,
(1) in any action other than an action by or on behalf of the Company, for any
reasonable expenses (including attorneys' fees), judgment, fine or settlement
payment incurred by the person as a director, officer or employee of the
Company, and (2) in an action by or on behalf of the Company, for reasonable
expenses (including attorneys' fees) and settlement payment incurred by the
person as a director, officer or employee of the Company, both on condition of a
determination by shareholders or a majority of the disinterested board members
of the Company (or an independent counsel in a written opinion ordered by a
majority vote of a quorum of disinterested directors on the board or an
independent counsel in a written opinion if there are not enough disinterested
directors to constitute a quorum) that the person at issue acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the Company, and that with respect to a criminal proceeding,
the person reasonably believed that their conduct was lawful.
NRS Section 78.7502 mandates indemnification by the Company of directors,
officers, and employees for reasonable expenses if in the case of either (1) or
(2) above, any director, officer or employee successfully defends the case,
whether on the merits or otherwise, but prohibits indemnification in (2) above
if the director, officer or employee is found to be liable or owes settlement
payment to the Company unless a court finds that the person is fairly and
reasonably entitled to indemnification.
The Company's Bylaws require indemnification of its directors and officers
to the fullest extent permitted by Nevada law.
The Company has purchased an officers and directors liability insurance
policy, in the amount of $5 million, which provides for insurance of directors
and officers of the Company against certain liabilities they may incur in their
capacities as such.
Item 7. Exemption From Registration Claimed
Not Applicable.
Page 3 of 29
<PAGE>
Item 8. Exhibits
No. Exhibits
--- --------
4.1 Articles of Incorporation /(1)/
4.2 Bylaws /(1)/
4.3 Amended and Restated 1999 Stock Incentive Plan /(2)/
5.1 Opinion of Lionel Sawyer & Collins /(2)/
23.1 Consent of KPMG LLP /(2)/
23.2 Consent of Counsel (included in Exhibit 5.1) /(2)/
24 Power of Attorney /(2)/
____________
/(1)/ Incorporated by reference to Form 10-KSB filed with the SEC on April 14,
2000.
/(2)/ Filed with this Registration Statement.
Item 9. Undertakings
(a) The Company 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 this Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
However, paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Company 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.
Page 4 of 29
<PAGE>
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 this 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, the Company has
been advised that in the opinion of the SEC 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 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 the final adjudication of such issue.
Page 5 of 29
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 Bellevue, Washington, on October 9, 2000.
ABSOLUTEFUTURE.COM
By: /s/ Graham Andrews
------------------
Graham Andrews
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated,
on October 9, 2000.
Signature Title
--------- -----
Graham Andrews Director, President, and Chief Executive Officer
(principal executive officer)
Lee Zuker Director
Seymour Siegel Director
Michael Gales Director
Brian Abeel Chief Financial Officer (principal financial officer) and
Secretary
Graham Andrews, by signing his name below, signs this document in his capacity
as a director and pursuant to powers of attorney duly executed by the persons
named above, filed with the SEC as an exhibit to this Registration Statement, on
behalf of such persons, all in the capacities and on the date stated. Such
persons include all of the directors of the Company.
/s/ Graham Andrews
-------------------
Graham Andrews
Attorney-in-Fact
Page 6 of 29
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INDEX TO EXHIBITS
No. Exhibits
--- --------
4.1 Articles of Incorporation /(1)/
4.2 Bylaws /(1)/
4.3 Amended and Restated 1999 Stock Incentive Plan /(2)/
5.1 Opinion of Lionel Sawyer & Collins /(2)/
23.1 Consent of KPMG LLP /(2)/
23.2 Consent of Counsel (included in Exhibit 5.1) /(2)/
24 Power of Attorney /(2)/
____________
/(1)/ Incorporated by reference to Form 10-KSB filed with the SEC on April 14,
2000.
/(2)/ Filed with this Registration Statement.
Page 7 of 29
