UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Infotopia, Inc.
(Previously known as Dr. Abravanel's Formulas, Inc.)
(Exact name of registrant as specified in its charter)
Nevada 95-4685068
(State of Incorporation) (I.R.S.
Employer ID No.)
43 Taunton Green, Third Floor, Taunton, MA 02780
(Address of Principal Executive Offices) (Zip
Code)
Legal and Consulting Plan
(Full title of the Plan)
Chapman & Flanagan, Ltd., 2080 E. Flamingo Rd., Suite 112, Las
Vegas, NV 89119
(Name and address of agent for service)
(702) 650-5660
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<S> <C> <C> <C> <C>
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registratio
to be Registered Offering Offering n Fee
Registered Price Per Price
Share (1)
Common 1,400,000 $0.13 $182,000.00 $
Stock Shares 48.05
</TABLE>
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is used for this purpose is the closing price of the common
stock on May 22, 2000.
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering 700,000 shares of its common stock to Mr.
Alan Berkun, Esq. and 700,000 to Mr. Jeffrey E. Jacobson, for
legal and consulting services performed on the Company's behalf.
This issuance of shares is being made pursuant to a Legal and
Consulting Plan (the "Plan") adopted by the Board of Directors on
May 23, 2000. The Board has equated this number of shares to the
value of the legal and consulting services provided or to be
provided by Messrs. Berkun and Jacobson. The shares issued
hereunder will not be subject to any resale restrictions. The
Plan is not qualified under ERISA.
Item 2. Registrant Information and Employee Plan Annual
Information
The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's Articles of Incorporation as filed with the
Form 10-SB for Dr. Abravanel's Formulas, Inc., the registrant's
predecessor, on December 10, 1998.
(b) The registrant's By-Laws as filed with the Form 10-SB on
December 10, 1998.
(c) The registrant's Form 10-QSB for the quarter ended September
30, 1999 filed on December 17, 1999.
(d) The registrant's Form 8-K filed on April 19, 2000 concerning
the change in certifying accountants.
(e) 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 registration documents referred to above.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant.
Neither the Registrant's Accountants nor any other experts named
in the registration statement has any equity or other interest in
the Registrant.
Item 6. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The rights of common shareholders are defined in the Registrant's
Articles of Incorporation which have been incorporated into this
Registration Statement by reference (see Item 3, Part II). The
Registrant does not intend for this Plan to be qualified under
ERISA, and does not, therefore, intend to comply with the terms
of ERISA.
Item 9. Undertaking.
The registrant makes the following undertakings:
(a) 1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this 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;
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.
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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 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 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 indemnification is permitted to directors, officers
and controlling personas 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 the 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 of such corporation it
is the opinion of the SEC that any such indemnification is
against public policy.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, 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 authorize, in the City of Las Vegas, State of
Nevada, on May 18, 2000.
(Registrant) Infotopia, Inc.
By (Signature and Title) /s/ Daniel J. Hoyng
Daniel J. Hoyng, CEO and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
Ernie Zavoral President, Director May 23,
Ernie Zavoral 2000
/s/ Clinton Smith Director May 23, 2000
Clinton Smith
/s/ Marek Lozowicki Secretary/Treasurer May 23, 2000
Marek Lozowicki
/s/ Daniel J. Hoyng CEO and Director May 23, 2000
Daniel J. Hoyng
</TABLE>
List of Exhibits
5 Legal Opinion
10.1 Consulting Agreement - Berkun
10.2 Consulting Agreement - Jacobson
May 23, 2000
Board of Directors
Infotopia, Inc.
43 Taunton Green, 3rd fl.
Taunton, MA 02780
Gentlemen:
We have acted as securities counsel for Infotopia, Inc.
("Infotopia" or the "Company"). You have asked us to render this
opinion to Infotopia.
You have advised that:
1. Infotopia is current in its reporting responsibilities to
the Securities and Exchange Commission as mandated by the
Securities Exchange Act of 1934, as amended
2. Alan Berkun and Jeffrey E. Jacobson have acted and will
continue to act as legal consultants to the Company.
3. In their capacities as legal consultants, the above-named
individuals have provided bona-fide services to the Company which
are not in relation to the offer or sale of securities in a
capital-raising transaction, and which did not either directly or
indirectly promote or maintain a market for Infotopia's
securities.
4. Infotopia has agreed to issue its common stock to the above-
named individuals as compensation for their services on behalf of
Infotopia.
5. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of Infotopia. These shares shall be registered pursuant to a
Registration Statement on Form S-8.
We have read such documents as have been made available to us.
For purposes of this opinion, we have assumed the authenticity of
such documents.
Based on the accuracy of the information supplied to us, it is
our opinion that Infotopia may avail itself of a Registration
Statement on Form S-8, and is qualified to do so. It is our
further opinion that the above-named individuals are proper
persons qualified to receive shares which are registered in a
Registration Statement on Form S-8.
We consent to the use of this letter in the Registration
Statement filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan,
Ltd.
Chapman & Flanagan, Ltd.
May 19, 2000
Alan Berkun, Esq.
83 Arnold Court
East Rockaway, NY 11518
RE: Engagement
Dear Mr. Berkun:
We are pleased to confirm the arrangements under which Alan
Berkun (the "Consultant") is engaged by INFOTOPIA (the "Company")
to advise the Company in structuring mergers or other
acquisitions to which the Company is a party (the "Transaction").
The Consultant and the Company agree as follows with respect
to the Transaction:
1. Servicing: During the Term (as hereinafter defined), the
Consultant shall render such services to the Company so as assist
the Company in identifying acquisition targets for the Company
and advise the Company in structuring mergers or other
acquisitions. Nothing contained herein constitutes a commitment
on the part of the Consultant to find an acquisition target for
the Company or, if such a target is found, that any transaction
will be completed. The Consultant shall not have the power of
authority to bind the Company to any transaction without the
Company's prior written consent.
2. Term of Engagement: Either party hereto may terminate this
Agreement at any time after the date hereof, with or without
cause, upon fifteen (15) days written notice to the other party
(the "Term").
3. Engagement Fee: Upon the execution of this Agreement, the
Company shall pay to the Consultant a fee (an "Engagement Fee")
of 700,000 shares of the
Company's common stock (the "Shares"), which amount shall
not be refundable.
4. Registration Rights: The Company hereby covenants and
agrees to immediately file, from the date hereof, a registration
on Form S-8 with the Securities and Exchange Commission with
respect to the Shares, including a reoffer prospectus, to the
extend required.
5. Transaction Fee: In the event that the Company consummates
a Transaction with any party introduced to the Company by the
Consultant, the Company shall pay to the Consultant an additional
fee (the "Transaction Fee"), equal to 700,000 shares of common
stock. These shares will be registered on Form S-8 within
fourteen (14) days of the consummated transaction.
6. Further Assurances: In connection with the issuance of the
Shares of common stock of the Company to the Consultant pursuant
to this Agreement or the issuance of shares of common stock of
the Company to the Consultant as a Transaction Fee, the
Consultant covenants and agrees that he shall execute and
deliver, or cause to be executed and delivered, any and all such
further agreements, instruments, certificates and other
documents, including the Subscription Agreement, a copy of which
is annexed hereto as Annex A, and shall take or cause to be taken
any and all such further action, as the Company may reasonably
deem necessary or desirable in order to carry out the intent and
purpose of the Agreement.
7. Indemnification: Each party agreed to indemnify and hold
the other harmless from any loss, damage, liability or expense,
including reasonable attorney fee's and other legal expenses, to
which the other party may become subject arising out of or
relating to any act or omission by the indemnifying party (or any
person connected or associated with the indemnifying party),
which is or is alleged to be a violation of any applicable
statues, laws or regulations or arising from the negligence of
willful misconduct of the indemnifying party.
8. Cooperation: During the term of this Agreement, the Company
shall furnish the Consultant with all information, data or
documents concerning the company that the Consultant shall
reasonably deem appropriate in connection with his activities
hereunder, other then material non-public information.
9. Notice: All notice, requests, demands and other
communications under this Agreement shall be in writing, and
shall be deemed to have been duly given (a) on the date of
service, if served personally on the party to whom notice is to
be given, (b) on the day after the date sent by a recognized
overnight courier service with all charges prepaid of billed to
the account for the sender, (c) five (5) days after being
deposited in the mail if sent by first-class air mail,
registered or certified, postage prepaid, or (d) on the
day after the date set forth on the transmission to the
party being notified at its address or facsimile number
set forth below or such other address or facsimile
numbers as any party hereto shall subsequently notify all
other parties hereto in writing:
(i) If the Consultant:
Alan Berkun, Esq.
83 Arnold Court
East Rockaway, NY 11518
(ii) If to the Company:
Infotopia
43 Taunton Green / Suite
Taunton, MA 02778
ATTN: Daniel Hoyng,
Phone: (508) 884-9900
(iii) with a copy to:
Chapman & Flanagan, Ltd.
2080 East Flamingo Road, Suite 112
Las Vegas, NV 89119
Attention: Sean Flanagan
Phone: (702) 650-5660
10. Non-Assignability Binding Effect: Neither this Agreement,
nor any of the rights or obligations of the parties shall be
assignable by either party hereto without the prior written
consent of the other party. Otherwise, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, personal
representatives, successors, and permitted assignees.
11. Choice of Law: This Agreement shall be governed and
enforced in accordance with the laws of the State of New York,
without regard to its conflict of laws principles.
Please indicate your agreement to the foregoing by
signing and returning to us the enclosed copy of this
letter, whereupon this letter shall become a binding
Agreement.
INFOTOPIA
By:/s/ Daniel Hoyng
Daniel Hoyng / CEO &
Chairman
Accepted and Agreed
this 19th day of May, 2000
/s/ Alan Berkun
Alan Berkun
May 19, 2000
Jeffrey E. Jacobson
Jacobson & Colfin, P.C.
156 Fifth Avenue
New York, NY 10010
RE: Engagement
Dear Mr. Jacobson:
We are pleased to confirm the arrangements under which
Jeffrey E. Jacobson (the "Consultant") is engaged by INFOTOPIA
(the "Company") to advise the Company in structuring mergers or
other acquisitions to which the Company is a party (the
"Transaction").
The Consultant and the Company agree as follows with respect
to the Transaction:
12. Servicing: During the Term (as hereinafter defined), the
Consultant shall render such services to the Company so as assist
the Company in identifying acquisition targets for the Company
and advise the Company in structuring mergers or other
acquisitions. Nothing contained herein constitutes a commitment
on the part of the Consultant to find an acquisition target for
the Company or, if such a target is found, that any transaction
will be completed. The Consultant shall not have the power of
authority to bind the Company to any transaction without the
Company's prior written consent.
13. Term of Engagement: Either party hereto may terminate this
Agreement at any time after the date hereof, with or without
cause, upon fifteen (15) days written notice to the other party
(the "Term").
14. Engagement Fee: Upon the execution of this Agreement, the
Company shall pay to the Consultant a fee (an "Engagement Fee")
of 700,000 shares of the
Company's common stock (the "Shares"), which amount shall
not be refundable.
15. Registration Rights: The Company hereby covenants and
agrees to immediately file, from the date hereof, a registration
on Form S-8 with the Securities and Exchange Commission with
respect to the Shares, including a reoffer prospectus, to the
extend required.
16. Transaction Fee: In the event that the Company consummates
a Transaction with any party introduced to the Company by the
Consultant, the Company shall pay to the Consultant an additional
fee (the "Transaction Fee"), equal to 700,000 shares of common
stock. These shares will be registered on Form S-8 within
fourteen (14) days of the consummated transaction.
17. Further Assurances: In connection with the issuance of the
Shares of common stock of the Company to the Consultant pursuant
to this Agreement or the issuance of shares of common stock of
the Company to the Consultant as a Transaction Fee, the
Consultant covenants and agrees that he shall execute and
deliver, or cause to be executed and delivered, any and all such
further agreements, instruments, certificates and other
documents, including the Subscription Agreement, a copy of which
is annexed hereto as Annex A, and shall take or cause to be taken
any and all such further action, as the Company may reasonably
deem necessary or desirable in order to carry out the intent and
purpose of the Agreement.
18. Indemnification: Each party agreed to indemnify and hold
the other harmless from any loss, damage, liability or expense,
including reasonable attorney fee's and other legal expenses, to
which the other party may become subject arising out of or
relating to any act or omission by the indemnifying party (or any
person connected or associated with the indemnifying party),
which is or is alleged to be a violation of any applicable
statues, laws or regulations or arising from the negligence of
willful misconduct of the indemnifying party.
19. Cooperation: During the term of this Agreement, the Company
shall furnish the Consultant with all information, data or
documents concerning the company that the Consultant shall
reasonably deem appropriate in connection with his activities
hereunder, other then material non-public information.
20. Notice: All notice, requests, demands and other
communications under this Agreement shall be in writing, and
shall be deemed to have been duly given (a) on the date of
service, if served personally on the party to whom notice is to
be given, (b) on the day after the date sent by a recognized
overnight courier service with all charges prepaid of billed to
the account for the sender, (c) five (5) days after being
deposited in the mail if sent by first-class air mail,
registered or certified, postage prepaid, or (d) on the
day after the date set forth on the transmission to the
party being notified at its address or facsimile number
set forth below or such other address or facsimile
numbers as any party hereto shall subsequently notify all
other parties hereto in writing:
(iv) If the Consultant:
Jeffrey E. Jacobson.
156 Fifth Avenue
New York, NY 10010
Phone: (212) 691-5630
(v) If to the Company:
Infotopia
43 Taunton Green / Suite
Taunton, MA 02778
ATTN: Daniel Hoyng,
Phone: (508) 884-9900
(vi) with a copy to:
Chapman & Flanagan, Ltd.
2080 East Flamingo Road, Suite 112
Las Vegas, NV 89119
Attention: Sean Flanagan
Phone: (702) 650-5660
21. Non-Assignability Binding Effect: Neither this Agreement,
nor any of the rights or obligations of the parties shall be
assignable by either party hereto without the prior written
consent of the other party. Otherwise, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, personal
representatives, successors, and permitted assignees.
22. Choice of Law: This Agreement shall be governed and
enforced in accordance with the laws of the State of New York,
without regard to its conflict of laws principles.
Please indicate your agreement to the foregoing by
signing and returning to us the enclosed copy of this
letter, whereupon this letter shall become a binding
Agreement.
INFOTOPIA
By/s/ Daniel Hoyng
Daniel Hoyng / CEO &
Chairman
Accepted and Agreed
this 19th day of May, 2000
_/s/ Jeffrey E. Jacobson
Jeffrey E. Jacobsono
