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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFOTOPIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Nevada 95-4685068
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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218 Tearall
Raynham, Massachusetts 02767
(Address of Principal Executive Offices)
Consulting Agreement of Mark Levine
(Full title of the plan)
Consulting Agreement of Johanna McCann
(Full title of the plan)
Consulting Agreement of Lenny Sands
(Full title of the plan)
Incorp Services, Inc.
3675 Pecos-McLeod , Suite 1400
Las Vegas, Nevada 89121
(702) 866-2500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:
Gerald A. Adler, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212)972-1677
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum Maximum
Title of Securities Amount to be Offering Price Per Aggregate Amount of
to be Registered Registered Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value 7,690,000 shares (1) $.20 $ 1,538,000 $ 406.03 (2)
$.001 per share
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Common Stock, par value 2,000,000 shares (3) $.20 $ 400,000 $ 105.60 (4)
$.001 per share
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Common Stock, par value 5,000,000 shares (5) $.20 $ 1,000,000 $ 265.00 (6)
$.001 per share
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TOTAL 14,690,000 shares $2,938,000 $ 776.63
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(1) Represents 7,690,000 shares of Common Stock to be issued to a consultant
as compensation for services rendered pursuant to his consulting agreement.
(2) Estimated solely for purposes of calculating the filing fees and
calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act") based upon the average of the bid and asked
price as of November 7, 2000.
(3) Represents 2,000,000 shares of Common Stock to be issued to a consultant
as compensation for services rendered pursuant to his consulting agreement.
(4) Estimated solely for purposes of calculating the filing fees and
calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act") based upon the average of the bid and asked
price as of November 7, 2000.
(5) Represents 2,000,000 shares of Common Stock to be issued to a consultant
as compensation for services rendered pursuant to her consulting agreement.
(6) Estimated solely for purposes of calculating the filing fees and
calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act") based upon the average of the bid and asked
price as of November 7, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in this
Part I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in the Registration Statement in Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
This Registration Statement on Form S-8 (the "Registration
Statement") of Infotopia, Inc., a Nevada corporation, (the "Registrant")
covers 14,690,000 shares of the Registrant's common stock, par value $.001 per
share ("Common Stock").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a)(i) The Registrant's Annual Report on Form 10-KSB filed
on June 12, 2000.
(b)(i) Current Report on Form 8-K filed on April 25, 2000.
(b)(ii) Current Report on Form 8-K/A filed on July 11,
2000.
(b)(iii) Quarterly Report on Form 10-QSB filed on July 24,
2000 for the quarter ended May 31, 2000.
(b) (iv) Quarterly Report on Form 10-QSB filed on October
23, 2000 for the quarter ended August 31, 2000.
(c) The description of securities contained in the
Registrant's Registration of Securities pursuant to
Section 12(g) of the Act dated December 10, 1998.
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In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes 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.
Not applicable
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Nevada General Corporation Law (the "NGCL"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted
in good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation
unless and only to the extent that the court in which the action or suit was
brought determines that in view of all the circumstances, the person is fairly
and reasonably entitled to indemnity.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
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Exhibit No. Description
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4.1 *Specimen Common Stock Certificate
5.1 *Opinion of Bondy & Schloss LLP as to the legality of the securities
being offered.
23.1 *Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.2 *Consent of Merdringer, Fruchter, Rosen & Corso, P.C.
23.3 *Consent of Randy Simpson, CPA, P.C.
24 *Power of Attorney.
99.1 *Consulting Agreement between the Registrant and Mark Levine dated
November 9, 2000.
99.2 *Consulting Agreement between the Registrant and Johanna McCann dated
November 9, 2000.
99.3 *Consulting Agreement between the Registrant and Lenny Sands dated
November 9, 2000.
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* Filed herewith.
Item 9. Undertakings.
(a) 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 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; (2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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; and (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) 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 Securities 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(c) 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 Securities 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.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel Hoyng, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) of and
supplements to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, to all intents
and purposes and as fully as they might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Power of Attorney has been signed by the following persons in
the capacities indicated on the 9th day of November, 2000.
Signature Title
/s/ Daniel Hoyng Chief Executive Officer, Chairman
------------------------ and Director
Daniel Hoyng
/s/ Ernest Zavoral President and Director
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Ernest Zavoral
/s/ Clinton Smith Director
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Clinton Smith
/s/ Marek Lozowicki Vice President, Secretary and Treasurer
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Marek Lozowicki
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Boston, Massachusetts on the 9th day of November, 2000.
INFOTOPIA, INC.
By:/s/ Daniel Hoyng
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Daniel Hoyng, Chairman, Chief Executive
Officer and Director
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 the 9th day of November, 2000.
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Signature Title
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/s Daniel Hoyng Chief Executive Officer, Chairman
------------------------------------------- and Director
Daniel Hoyng
/s/ Ernie Zavoral President, Director
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Ernie Zavoral
/s/ Clinton Smith Director
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Clinton Smith
/s/ Marek Lozowicki Vice President, Secretary and Treasurer
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Marek Lozowicki
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EXHIBIT INDEX
Index and Description of Exhibits.
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Exhibit No. Description
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4.1 * Specimen Common Stock Certificate
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the securities
being offered.
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.2 * Consent of Merdringer, Fruchter, Rosen & Corso, P.C.
23.3 * Consent of Randy Simpson, CPA, P.C.
24 * Power of Attorney (included on p. II-4 of Registration Statement on this Form
S-8).
99.1 * Consulting Agreement between the Registrant and Mark Levine dated November 9, 2000.
99.2 * Consulting Agreement between the Registrant and Johanna McCann dated November 9,
2000.
99.3 * Consulting Agreement between the Registrant and Lenny Sands dated November 9, 2000.
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* Filed herewith.
