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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)
Nevada 95-4685068
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
218 Tearall
Raynham, Massachusetts 02767
(Address of Principal Executive Offices)
Consulting Agreement
(Full title of the plan)
Chapman & Flanagan, Ltd.
2080 E. Flamingo Rd., Suite 112
Las Vegas, Nevada 89119
(Name and address of agent for service)
(702) 650-5660
(Telephone number, including area code, of agent for service)
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Copies to:
Jeffrey A. Rinde, 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
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value 3,800,000 shares(1) $.147 $ 558,600 $147.47(2)
$.01 per share
Common Stock par value 1,500,000 shares(3) $.147 $ 220,500 $ 58.21(4)
$.01 per share
5,300,000
TOTAL SHARES $ 779,100 $205.68
</TABLE>
(1) Represents 3,800,000 shares of Common Stock 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
August 24, 2000.
(3) Represents 1,500,000 shares of Common Stock issued to certain of the
Registrant's counsel for legal services rendered.
(4) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of
the bid and asked price as of August 24, 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 5,300,000
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 Form10-KSB filed on
June 12, 2000.
(ii) The Registrant's Registration of Securities pursuant
to Section 12(g) of the Act dated December 10, 1998.
(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 March 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.
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
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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.
Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns 600,000 shares of Common Stock of the Registrant.
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.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 Specimen Common Stock Certificate
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
5.2 * Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
5.3 * Consent of Randy Simpson, CPA, P.C.
23.1 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
99.1 * Consulting Agreement between the Registrant and Adam
Macdonald dated August 22, 2000.
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
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(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.
(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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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 24th day of August, 2000.
INFOTOPIA, INC.
By:/s/ Daniel Hoyng
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Daniel Hoyng, Chief Executive Officer
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 24th day of August, 2000.
SIGNATURE TITLE
/s/ Daniel Hoyng Chief Executive Officer, Chairman
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Daniel Hoyng
/s/ Ernie Zavoral President, Director
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Ernie Zavoral
/s/ C. Anthony Ferracone Chief Financial Officer, Director
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C. Anthony Ferracone
/s/ James Kosta Director
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James Kosta
/s Clinton Smith Director
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Clinton Smith
/s/ Marek Lozowicki Vice President and Secretary
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Marek Lozowicki
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EXHIBIT INDEX
INDEX AND DESCRIPTION OF EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 Specimen Common Stock Certificate
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
5.2 * Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
5.3 * Consent of Randy Simpson, CPA, P.C.
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
99.1 * Consulting Agreement between the Registrant and Adam
MacDonald dated August 22, 2000.
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* Filed herewith.
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