As filed with the Securities and Exchange Commission on October 20, 2000
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
Registration Statement
Under the Securities Act of 1933
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SPORTAN UNITED INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Texas 76-0333165
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
3170 Old Houston Road Jason G. Otteson
Huntsville, Texas 77340 3170 Old Houston Road
(936) 295-2726 Huntsville, Texas 77340
(Address, including zip code, and (936) 295-2726
telephone number, including (Name, address, including zip code,
area code, of registrant's and telephone number, including
principal executive offices) area code, of agent for service)
Thomas C. Pritchard Consulting Agreement
(Full Title of the Plans)
_________________
copy to:
Cavas S. Pavri, Esq.
Brewer & Pritchard, P.C.
Three Riverway, 18th Floor
Houston, Texas 77056
Phone (713) 209-2950
Fax (713) 659-2430
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share. . . . . 100,000 $ 1.25 $ 125,000 $ 33
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TOTAL $ 33
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of
the issuer's Common Stock registered hereunder will be adjusted in the event of stock
splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant
to Rule 457(h), on the basis of the high and low prices of the Common Stock as reported by
the OTC Electronic Bulletin Board on October 18, 2000.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Sportan United Industries, Inc.
("Company" or "Registrant") with the Securities and Exchange Commission are
incorporated in this Form S-8 by reference:
1. The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), or, either (i) the Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended ("Securities Act") that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (ii) the Company's effective
Registration Statement on Form 10 or Form 10-SB filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year;
2. 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 (1) above; and
3. The description of the Company common stock that is contained
in a registration statement or amendment to any registration statement filed
under Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating the description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the Registration Statement that indicate that all
shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Thomas C. Pritchard is a principal of Brewer & Pritchard, P.C. and
is to receive 100,000 shares of common stock pursuant to this registration
statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Texas law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. The bylaws of Sportan
United Industries, Inc. limit the liability of directors to Sportan United
Industries, Inc. or its stockholders to the fullest extent permitted by Texas
law. Specifically, directors will not be personally liable for monetary damages
for breach of a director's fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the company or its
stockholders, (ii) for acts or omissions not in good faith that constitute a
breach of duty of the director to the company or an act or omission which
involves intentional misconduct or a knowing violation of law, (iii) for an act
or omission for which the liability of a director is expressly provided by an
applicable statute, or (iv) for any transaction from which the director received
an improper personal benefit, whether the benefit resulted from an action taken
within the scope of the director's office.
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The inclusion of this provision in the bylaws may have the effect of
reducing the likelihood of derivative litigation against directors, and may
discourage or deter stockholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an action, if
successful, might otherwise have benefitted the company and its stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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4.1(2) -- Common Stock Specimen
5.1(1) -- Opinion Regarding Legality
10.1(1) -- Thomas C. Pritchard Consulting Agreement
23.1(1) -- Consent of Counsel (included in Exhibit 5.1)
23.2(1) -- Consent of Malone & Bailey, PLLC, independent public accountants
23.3(1) -- Consent of Mann Frankfort Stein & Lipp, CPAs, L.L.P., independent
public accountants
_____________________
(1) Filed herewith.
(2) Filed previously on Form 10-SB, SEC File No. 0-25513.
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:
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 the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
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.
Provided, however, that paragraphs (a)(1)(i) and (ii)
do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
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or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the 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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 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 Registrant pursuant to the provisions described in Item 6 above, 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 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
authorized, in the City of Huntsville, State of Texas, on the 19th day of
October, 2000.
SPORTAN UNITED INDUSTRIES, INC.
By: /s/ Jason G. Otteson
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Jason G. Otteson, Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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/s/ Jason G. Otteson Director and Chief Executive Officer October 19, 2000
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JASON G. OTTESON
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