As filed with the Securities and Exchange Commission on
June 16, 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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EUROSOFT CORPORATION
(Exact name of issuer as specified in its charter)
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<TABLE>
<S> <C>
Florida 22-3538310
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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703 Lucerne Avenue, Suite 201 33460
(Address of Principal Executive Offices) (Zip Code)
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Year 2000 Employee/Consultant Stock Compensation Plan
(Full title of the Plan)
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William H. Luckman, Senior Vice President
EuroSoft Corporation
703 Lucerne Avenue, Suite 201
Lake Worth, Florida 33460
(Name and address of agent for service)
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(561) 540-5886
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copies to:
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Richard I. Anslow & Associates
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
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Approximate date of commencement of proposed sale to the
public: Upon the effective date of this Registration
Statement.
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CALCULATION OF REGISTRATION FEE
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<S>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate Amount of
to be to be price per offering registration
registered registered(1) share (2) price fee (1)(3)
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Common Stock 2,500,000 (4) $0.35 $875,000 $231.00
$.0001 par value
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TOTAL
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(1) The fee with respect to these shares has been
calculated pursuant to Rules 457(h) and 457(c) under the
Securities Act of 1933, as amended and based upon the
average of the last price per share of the Registrant's
Common Stock on June 14, 2000, the most recent date that
the Common Stock traded prior to the date of filing of
this Registration Statement, as reported by the NQB Pink
Sheets.
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(2) Estimated solely for the purpose of calculating
the registration fee.
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(3) Pursuant to Rule 416(c) promulgated under the
Securities Act of 1933, as amended, the Registration
Statement shall cover an indeterminate amount of Shares
to be offered or sold as a result of any adjustments from
stock splits, stock dividends or similar events.
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(4) Represents the maximum number of shares which may
be issued under the EuroSoft Corporation
Employee/Consultant Stock Compensation Plan (the "Plan").
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Documents Incorporated by Reference X Yes No
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PART II
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference in
this Registration Statement and made a part hereof:
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(a) Current Report on Form 8-K12G3 and all Exhibits
thereto filed pursuant to Section 12(g) of the Exchange
Act of 1934, as amended (the "1934 Act") (File No. 000-
29585);
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(b) All other documents filed by the Company after
the date of this Registration Statement under Section
13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
date hereof and prior to the filing of a post-effective
amendment to the Registration Statement which indicates
that all securities offered have been sold or which de-
registers all securities then remaining in the
Registration Statement and to be part thereof from the
date of filing of such documents.
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Item 4. Description of Securities.
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Not Applicable.
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Item 5. Interest of Named Experts and Counsel.
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Certain legal matters in connection with the Common
Shares being registered herein will be passed upon for
the Company by Richard I. Anslow & Associates, 4400 Route
9, 2nd Floor, Freehold, New Jersey 07728. Richard I.
Anslow, the principal of Richard I. Anslow & Associates
owns 65,000 shares of the Company's Common Stock (which
includes 50,000 shares which were registered pursuant to
a previous Form S-8 Registration Statement filed on June
2, 2000) and Gregg E. Jaclin, employed as an associate at
Richard I. Anslow & Associates owns 10,000 shares of the
Company's Common Stock (which shares were registered
pursuant to a previous Form S-8 Registration Statement
filed on June 2, 2000).
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Item 6. Indemnification of Directors and Officers.
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Under Florida law, a director is not personally liable
for monetary damages to the corporation or any other
person for any statement, vote, decision, or failure to
act unless (i) the director breached or failed to perform
his duties as a director, and (ii) a director's breach
of, or failure to perform, those duties constitutes (1) a
violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;
(2) a transaction from which the director derived an
improper personal benefit, either directly or indirectly;
(3) a circumstance under which an unlawful distribution
is made; (4) in a proceeding by or in the right of the
corporation or in a proceeding in which the corporation
procures a judgment in its favor or by or in the right of
a shareholder, conscious disregard for the best interest
of the corporation or willful misconduct; or (5) in a
proceeding by or in the right of someone other than the
corporation or a shareholder, recklessness or an act or
omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and
willful disregard of human rights, safety, or property.
A corporation may purchase and maintain insurance on
behalf of any director or officer against any liability
asserted against him and incurred by him in his capacity
or arising out of his status as such, whether or not the
corporation would have the power to indemnify under
Florida law.
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Our Bylaws limit, to the maximum extent permitted by
Florida law, the personal liability of our directors and
officers for monetary damages for breach of their
fiduciary duties as directors and officers. Our Bylaws
provide further we shall indemnify to the fullest extent
permitted by Florida law any person made a party to any
action or proceeding by reason of the fact that such
person was our director, officer, employee or agent. Our
Bylaws also provide that our directors and officers who
are entitled to indemnification shall be paid their
expenses incurred in connection with any action, suit or
proceeding in which such director or officer is made a
party by virtue of his being our officer or director to
the maximum extent permitted by Florida law.
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Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the "1933 Act")
may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 of 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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Item 7. Exemption From Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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Number Description
5.1 Consent and Opinion of Richard I. Anslow &
Associates.
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10.1 EuroSoft Corporation Year 2000
Employee/Consultant Stock Compensation Plan
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23.1 Consent of Durland & Company, CPAs, P.A.
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Item 9. Undertakings.
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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:
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(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
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(b) 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; and
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(c) 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.
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Provided, however, that paragraphs (1)(a) and (1)(b) 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 this paragraph is contained
in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.
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(2) That, for the purpose of determining any
liability under the 1933 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.
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(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.
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(4) That, for purposes of determining any liability
under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the 1934 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.
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(5) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where
interim financial information required to be presented by
Item 310(b) of Registration S-B is not set forth in the
prospectus, to deliver, or cause to be delivered, to each
person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim
financial information.
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(6) To deliver or cause to be delivered with the
prospectus to each employee to whom the prospectus is
sent or given, a copy of the Registrant's annual report
to stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such report, in
which case the registration shall state in the prospectus
that it will promptly furnish, without charge, a copy of
such report on written request of the employee. If the
last fiscal year of the Registrant has ended within 120
days prior to the use of the prospectus, the annual
report of the Registrant for the preceding fiscal year
may be so delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished
to each such employee.
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(7) To transmit or cause to be transmitted to all
employees participating in the Plans who do not otherwise
receive such material as stockholders of the Registrant,
at the time and in the manner such material is sent to
its stockholders, copies of all reports, proxy statements
and other communications distributed to its stockholders
generally.
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SIGNATURES
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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, there unto duly authorized, in the City of
Lake Worth, State of Florida, on June 16, 2000.
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EUROSOFT CORPORATION
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/s/ William H. Luckman
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William H. Luckman
Senior Vice President
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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 on behalf of the Registrant and
in the capacities and on the dates indicated.
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Signatures Date
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/s/ William H. Luckman June 16, 2000
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William H. Luckman
Senior Vice President and Director
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/s/ Nigel Kaufman June 16, 2000
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Nigel Kaufman
President and Director
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/s/ Joerg Zimmermann June 16, 2000
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Joerg Zimmermann
Director
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