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As filed with the Securities and Exchange Commission on September 21, 2000
Registration Number 000-24551
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMPOSITE SOLUTIONS, INC.
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(Full name of Registrant in Charter)
FLORIDA 65-0790758
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State of Incorporation IRS EMPLOYER IDENTIFICATION NUMBER
3655 Nobel Drive, Suite 440
SAN DIEGO, CALIFORNIA 92122
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(Address of Principal Executive Office)
2000 STOCK INCENTIVE PLAN
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(Full title of Plan)
Gilbert A. Hegemier
3655 Nobel Drive, Suite 440
San Diego, California 92122
(858) 459-4843
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(Name, Address and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
Title of securities to Amount to be Proposed maximum Maximum aggregate Amount of
be registered registered offering Price Per Share registration securities fee (1)
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $ .61 $610,000 $161.04
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee based
upon the average bid and asked price of the common Stock on the OTC Electronic
Bulletin Board on September 12.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
Composite Solutions, Inc. (the "Company") hereby incorporates by reference
in this Registration Statement the following documents:
(a) The Company's latest annual report on form 10-KSB filed pursuant to
Sections 13(a) or 5(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
fiscal year ended September 30, 1999.
(b) The Company's Quarterly Reports on Form 10-QSB for quarterly period
ended March 31, 2000.
(c) 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 document referred
to in (a) above.
(d) All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement is filed with the SEC and prior to the filing of a post-effective
amendment which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
The Registrant hereby registers its Common Stock to be issued and options
to be granted pursuant to the 2000 Stock Incentive Plan of the Company. The
Common Stock to be offered hereby is registered under Section 12 of the Exchange
Act.
Stock bonuses granted pursuant to the Plan will vest at the time or times
determined by the Committee administering the Plan. The maximum term of each
option granted under the Plan is ten years. Stock options granted under the Plan
must be exercised by the Participant during the earlier of their term or within
90 days after Participant's cessation of Continuous Service, so long as such
cessation was not a result of Participant's Misconduct. During said period, such
option may be exercised in accordance with its terms but only for the number of
shares with respect to which installments have been accrued and vested as set
forth in Participant's option as of the date of the cessation of Continuous
Service. Unvested options and all Incentive Stock Options ("ISOs") under the
Plan are not transferable except by will or by the laws of descent and
distribution, and ISOs may be exercised only during the life of the Participant.
The exercise of shares of Common Stock subject to options qualifying as
Incentive Stock Options must not be less than the fair market value of the
Common Stock on the date of grant. Under the Plan, the exercise price is payable
in cash, by check, or at the direction of the Committee by transfer of
previously acquired shares of the Company Common Stock.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Chapter 607.0850 of the Business Corporation Act of the Florida Statutes
authorizes a corporation to indemnify any person who was or is a party to any
proceeding (other than a derivative suit) by reason of the fact that he/she is
or was a director or officer of the corporation against liability incurred
therewith if such person acted in good faith and in a manner he/she reasonably
believed to be in, or not opposed to, the best interests of the corporation. The
Chapter also authorizes a corporation to indemnify any person, who was or is a
party to any proceeding by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a director
or officer of the corporation against expenses and amounts paid in settlement
not exceeding the estimated expense of
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litigating the proceeding to conclusion, actually and reasonably incurred in
connection with the defense or settlement of such proceeding, including any
appeal thereof. A director or officer may be indemnified against expenses
actually and reasonably incurred by him/her in connection with an aforementioned
proceeding to the extent that such director or officer was successful on the
merits or otherwise in defense of a proceeding.
Any indemnification of a director or officer, unless pursuant to a
determination by a court, must be authorized and determined to be proper under
the circumstances by the corporation's board of directors by a majority vote of
a quorum, excluding those directors involved in the proceeding, if available, or
by a designated committee, independent legal counsel or majority vote of
shareholders. Florida law also allows for the advancement of expenses under
limited circumstances [and indemnification will be allowed], unless a director's
or officer's actions or omissions are adjudged to be material to the action,
constituting an unjustified violation of criminal law, a gain of improper
personal benefit, an assenting of an unlawful distribution, or willful
misconduct or a conscious disregard for the best interests of the corporation.
The Company has provided for indemnification of its officers, directors and
agents in its amended articles of incorporation similar to the provisions set
forth in Chapter 607.0850 of the Business Corporation Act of the Florida
Statutes.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the Exhibits is attached hereto and
incorporated herein by reference.
Item 9. Undertakings
(a) Rule 415 Offering
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 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;
(iii) To include any additional or changed material information on the
plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act, each 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) Filing Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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
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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) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 settlement 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 County of San Diego, State of California on September 12,
2000.
Composite Solutions, Inc.
By: /s/ GILBERT HEGEMIER
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Gilbert Hegemier
Chairman, Chief Executive Officer, Chief Financial Officer,
Secretary and Director (Principal Executive and Accounting Officer)
POWER OF ATTORNEY
The officers and directors of La Jolla Diagnostics, Inc., whose signatures
appear below, hereby constitute and appoint Gilbert Hegemier and Mark Olson, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all the each of
said attorney and agent, or their or his substitutes, shall 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 indicated on September 12, 2000.
/s/ GILBERT HEGEMIER
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Gilbert Hegemier,
Chairman, Chief Executive Officer, Chief Financial Officer,
Secretary and Director (Principal Executive and Accounting Officer)
/s/ MARK OLSON
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Mark Olson,
President, Chief Operating Officer and Director
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EXHIBIT INDEX
4.1* Registrant's Articles of Incorporation (under its former name, JS Business
Works, Inc.).
4.2* Articles of Amendment of the Articles of Incorporation of JS Business
Works, Inc. (filed 5/4/98).
4.3 Articles of Amendment of the Articles of Incorporation of JS Business
Works, Inc. (filed 6/7/98).
4.4* Registrant's Bylaws.
5.1 Opinion of Blanchard, Krasner & French regarding legality.
23.1 Consent of Blanchard, Krasner & French (included in Exhibit 5.1).
23.2 Consent of Peterson & Company.
24.1 Power of Attorney (included in signature pages to this Registration
Statement).
99.1 2000 Stock Incentive Plan.
99.2 Form of Stock Option Agreement.
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* Previously filed as an exhibit to the Registration Statement on Form 10-SB12G
filed by the Registrant on July 1, 1998, as amended through December 2, 1998,
and incorporated herein by reference.
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