As filed with the Securities and Exchange Commission on
June 2, 2000
Registration No. 333-
-----------------------
<P>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
<P>
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
<P>
EUROSOFT CORPORATION
(Exact name of issuer as specified in its charter)
<P>
<TABLE>
<S> <C> <C>
Florida 22-3538310
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
<P>
703 Lucerne Avenue, Suite 201 33460
(Address of Principal Executive Offices) (Zip Code)
<P>
Shares Issued For Services
(Full title of the Plan)
<P>
William H. Luckman, Senior Vice President
EuroSoft Corporation
703 Lucerne Avenue, Suite 201
Lake Worth, Florida 33460
(Name and address of agent for service)
<P>
(561) 540-5886
<P>
copies to:
<P>
Richard I. Anslow & Associates
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
<P>
Approximate date of commencement of proposed sale to the
public: Upon the effective date of this Registration
Statement.
<P>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
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)
<P>
Common Stock, 60,000 $0.40 $24,000 $ 6.34
$.001 par value
</TABLE>
<P>
(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 May 23, 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.
<P>
(2) Estimated solely for the purpose of calculating
the registration fee.
<P>
(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.
<P>
Documents Incorporated by Reference X Yes No
<P>
PROSPECTUS
EUROSOFT CORPORATION
703 Lucerne Avenue, Suite 201
Lake Worth, Florida 33460
(561) 540-5886
<P>
(60,000 SHARES OF COMMON STOCK)
<P>
This Prospectus relates to the offer and sale by EUROSOFT
CORPORATION, a Florida Corporation ("the Company") of
shares of its $0.0001 par value common stock (the
"Common Stock) to certain consultants of the
Company (collectively, the "Consultants") pursuant to
agreements entered into between the Company and the
Consultants. The Company is registering hereunder and
then issuing upon receipt of adequate consideration
(which consideration is the rendering of legal services)
therefor to the Consultants an aggregate of 60,000
shares of the Common Stock in consideration for legal
services rendered and to be rendered under the consulting
agreements.
<P>
The Common Stock is not subject to any restriction on
transferability. Recipients of shares other than persons
who are affiliates of the Company within the meaning of
the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law including
sales in the National Quotations Bureau Pink Sheets or
the OTC Electronic Bulletin Board at prices prevailing
at the time of such sale. None of the shares registered
hereunder are being sold to anyone who is an affiliate of
the Company. An affiliate is, summarily, any director,
executive officer or controlling shareholder of the
Company. The affiliates of the Company may become subject
to Section 16(b) of the Securities Exchange Act of 1934
as amended (the "Exchange Act") which would limit their
discretion in transferring the shares acquired in the
Company. If the Consultants who are not now an affiliate
become affiliates of the Company in the future; each
would then be subject to Section I(b) of the Exchange Act
(See General Information --- Restrictions on Resale).
<P>
The Common Stock is presently listed on the National
Quotations bureau Pink Sheets.
<P>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<P>
The date of this Prospectus is June 2, 2000
<P>
This Prospectus is not part of any Registration Statement
which was filed and been effective under the Act and
does not contain all of the information set forth in the
Registration Statement, certain portions of which have
seen offered pursuant to the rules and regulations
promulgated by the U.S. Securities and Exchange
Commission (the "Commission") under the Act. The
statements in this Prospectus as to the contents of any
contracts or other documents filed as an exhibit to
either the Registration Statement or other filings of
the Company with the Commission are qualified in their
entirety by the reference thereto.
<P>
A copy of any document or part thereof incorporated by
reference in this Prospectus but not delivered
herewith will be furnished without charge upon written
or oral request. Requests should be addressed to:
EUROSOFT CORPORATION, 703 Lucerne Avenue, Suite 201, Lake
Worth, Florida 33460, telephone number (561) 540-5886.
<P>
The Company is subject to the reporting requirements of
the Exchange Act and in accordance therewith files
reports and other information with the Commission. These
reports as well as the proxy statements, information
statements and other information filed by the Company
under the Exchange Act may be reviewed and copied at the
public reference facilities maintained by the Commission
at 450 Fifth Street N.C. Washington D.C. 20549. Copies my
be obtained at the prescribed rates.
<P>
No person has been authorized to give any
information or to make any representation, other than
those contained in this Prospectus, and if given or
made, such other information or representation must not
be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not
authorized or in which the person making such is
not qualified or to any one to whom it is unlawful to
make an offer or solicitation.
<P>
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any
implication that there has not been a change in the
affairs of the Company since the date hereof.
<P>
TABLE OF CONTENTS
<P>
PART I
<P>
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
<P>
ITEM 1. PLAN INFORMATION
<P>
GENERAL INFORMATION
The Company
Purpose
Common Stock
The Consultants
No Restrictions on Transfer
Restrictions on Resales
<P>
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL
INFORMATION
<P>
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
<P>
Legal Opinion and Experts
Indemnification of Officers and Directors
<P>
PART II
<P>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
<P>
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
<P>
ITEM 4. DESCRIPTION OF SECURITIES
<P>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
<P>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
<P>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
<P>
ITEM 8. EXHIBITS
<P>
ITEM 9. UNDERTAKINGS
<P>
EXHIBIT INDEX
<P>
PART 1
<P>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
<P>
Item 1. Plan Information
<P>
GENERAL INFORMATION
<P>
The Company
-----------
<P>
The Company has its principal offices at 703 Lucerne
Avenue, Suite 201, Lake Worth, Florida 33460, telephone
number (561) 540-5886.
<P>
Purposes
--------
<P>
The Common Stock will be issued by the Company pursuant
to separate agreements entered into between the
Consultants and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The
agreements are intended to provide a method whereby the
Company may be benefitted by the personal involvement of
the Consultants in the Company's legal work, thereby
advancing the interests of the Company and all of its
shareholders. The work performed or to be performed by
the Consultants shall be bona fide services and the
services performed have not and will not be for capital-
raising transactions and do not and will not directly or
indirectly promote or maintain a market for the Company's
Common Stock. A copy of the agreement has been filed as
an exhibit to this Registration Statement.
<P>
Common Stock
-------------
<P>
The Board has authorized the issuance of up to 60,000
shares of the Common Stock to the Consultants upon
effectiveness of this Registration Statement.
<P>
The Consultants
----------------
<P>
The Consultants have agreed to provide their expertise
and advice to the Company on a non-exclusive basis for
the purpose of assisting the Company in its on going
legal work including compliance requirements.
<P>
No Restrictions on Transfer
---------------------------
<P>
The Consultants will become the record and beneficial
owners of the shares of Common Stock upon issuance and
delivery and are entitled to all of the rights of
ownership, including the right to vote any shares
awarded and to receive ordinary cash dividends on the
Common Stock.
<P>
Restrictions of Resales
-----------------------
<P>
In the event that an affiliate of the Company acquires
shares of Common Stock hereunder, the affiliate will be
subject to Section 16(b) of the Exchange Act. Further,
in the event that any affiliate acquiring shares
hereunder has sold or sells any shares of Common Stock in
the six months preceding or following the receipt of
shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be
required to be disgorged from the recipient to the
Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection
with the "profit" computation under Section 16(b) of the
Exchange Act. The Company has agreed that for the
purpose of any "profit" computation under 16(b) the price
paid for the common stock issued to affiliates is equal
to the value of services rendered. Shares of Common
Stock acquired hereunder by persons other than
affiliates are not subject to Section 16(b) of the
Exchange Act.
<P>
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL
INFORMATION
<P>
The Company hereby incorporates by reference (i) its
Current Report on Form 8-K12G3 and all Exhibits thereto
filed pursuant to Section 12(g) of the Exchange Act (File
No. 000-29585); (ii) all further documents filed by the
Company pursuant to Section 13, 14, or 15(d) of the
Exchange Act prior to the termination of this offering
are deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of
filing. All documents which when together, constitute
this Prospectus, will be sent or given to participants
by the Registrant as specified by Rule 428(b)(1) of the
Securities Act.
<P>
Item 2. Registrant Information and Employee Plan
Annual Information
<P>
A copy of any document or part hereof incorporated by
reference in this Registration Statement but not
delivered with this Prospectus or any document required
to be delivered pursuant to Rule 428(b) under the
Securities Act will be furnished without charge upon
written or oral request. Requests should be addressed
to: EUROSOFT CORPORATION, 703 Lucerne Avenue, Suite 201,
lake Worth, Florida 33460, telephone number (561) 540-
5886.
<P>
Legal Opinions and Experts
---------------------------
<P>
Richard I. Anslow & Associates has rendered an opinion on
the validity of the securities being registered. Mr.
Anslow, a principal of Richard I. Anslow & Associates and
Gregg E. Jaclin, an attorney employed by Richard I.
Anslow & Associates are not "affiliates" of the Company
and do not have any interest in the Registrant except
50,000 shares of pre rollback Common Stock and 10,000
shares of pre rollback Common Stock, respectively.
<P>
The financial statements of EUROSOFT CORPORATION,
incorporated by reference in the Company's Form 8-
K12G3 for the years ended December 31, 1999 and December
31, 1998 have been audited by Durland & Company, CPAs,
PA, independent auditors, as set forth in their report
incorporated herein by reference and are incorporated
herein in reliance upon such report given upon the
authority of the firm as experts in auditing and
accounting.
<P>
Indemnification of Officers and Directors
-----------------------------------------
<P>
Insofar as indemnification of liabilities arising under
the Securities Act may be permitted to directors,
officers, or persons controlling the Company, the Company
has been informed that in the opinion of the commission
such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.
<P>
PART II
<P>
Item 3. Incorporation of Documents by Reference.
<P>
The following documents are incorporated by reference in
this Registration Statement and made a part hereof:
<P>
(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);
<P>
(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.
<P>
Item 4. Description of Securities.
<P>
Not Applicable.
<P>
Item 5. Interest of Named Experts and Counsel.
<P>
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 15,000 shares of the Company's Common Stock (which
does not include the 50,000 shares which are being
registered pursuant to this Form S-8 Registration
Statement) and Gregg E. Jaclin, employed as an associate
at Richard I. Anslow & Associates will be receiving
10,000 shares which are being registered pursuant to this
Form S-8 Registration Statement.
<P>
Item 6. Indemnification of Directors and Officers.
<P>
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.
<P>
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.
<P>
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.
<P>
Item 7. Exemption From Registration Claimed.
<P>
Not Applicable.
<P>
Item 8. Exhibits.
<P>
Number Description
<P>
4.1 Consulting Agreement between Richard I. Anslow
and the Company
<P>
4.2 Consulting Agreement between Gregg E. Jaclin and
the Company
<P>
5.1 Consent and Opinion of Richard I. Anslow
& Associates.
<P>
23.1 Consent of Durland & Company, CPAs, P.A.
<P>
Item 9. Undertakings.
<P>
The undersigned registrant hereby undertakes:
<P>
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
<P>
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933.
<P>
(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
<P>
(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.
<P>
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.
<P>
(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.
<P>
(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.
<P>
(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.
<P>
(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.
<P>
(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.
<P>
(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.
<P>
SIGNATURES
<P>
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 2, 2000.
<P>
EUROSOFT CORPORATION
<P>
/s/ William H. Luckman
------------------------
William H. Luckman
Senior Vice President
<P>
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.
<P>
Signatures Date
/s/ William H. Luckman June 2, 2000
----------------------
William H. Luckman
Senior Vice President and Director
<P>
/s/ Nigel Kaufman June 2, 2000
-----------------
Nigel Kaufman
President and Director
<P>
/s/ Joerg Zimmermann June 2, 2000
--------------------
Joerg Zimmermann
Director
<P>
