SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
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THE SECURITIES ACT OF 1933
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Forefront, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 98-0199128
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1413 South Howard Avenue, Suite 104, Tampa, FL 33606
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(Address of Principal Executive Offices)(Zip Code)
Stock Plan
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(Full title of the plan)
Santu Rohatgi, C.F.O., 1413 South Howard Avenue, Suite 104, Tampa, FL 33606
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(Name and address of agent for service)
(813) 253-2267
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(Telephone number, including area code, of agent for service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
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<S> <C> <C> <C> <C>
Common Stock 1,000,000 Shares $ 0.165(1) $ 165,000 $ 100.00
<FN>
(1) Computed pursuant to Rule 457 solely of the purpose of calculating the
registration fee and not as a representation as to any actual proposed price.
The fee is based upon the average of the closing bid and ask price of the common
stock ($.165) reported on the NASD Bulletin Board for December 4, 2000.
</TABLE>
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1 - Plan Information
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Pursuant to Rule 428(b)(1), the information required by Part I is included in
documents sent or given to each consultant of Forefront, Inc., a Florida
corporation (herein "Registrant" or "Company").
Item 2 - Registrant Information and Employee Plan Annual Information
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Plan participants have been advised of the availability without charge, upon
written or oral request, of the documents incorporated by reference in Item 3 of
Part II of this registration statement, and that these documents are
incorporated by reference in the prospectus, and the availability without
charge, upon written or oral request, of other documents required to be
delivered pursuant to Rule 424 (b). The address (to the attention of the
President of the Company) and telephone number to which the request is to be
directed is as follows: Santu Rohatgi, C.F.O., 1413 South Howard Avenue, Suite
104, Tampa, Florida 33606. Phone: (813) 253-2267
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3 - Incorporation of Documents by Reference
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The following documents are incorporated by reference to this Registration
Statement and made a part hereof:
(a) the Registrant's latest Annual Report on Form 10-KSB, Commission File
No. 0-25389, for the fiscal year ended June 30, 2000 including
exhibits, filed under Section 13 or 15(d) of the Securities Act of
1934, as amended (the "Exchange Act"), including all amendments;
(b) all other reports, including amendments, filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Registrant document referred to in (a)
immediately above;
All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained 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 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
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The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5 Interests of Named Experts and Counsel
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Not Applicable.
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Item 6 Indemnification of Directors and Officers
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The Company's Articles of Incorporation and By-Laws contain provisions which
reduce the potential personal liability of directors for certain monetary
damages and provide for indemnity of directors and other persons. Such
provisions are intended to increase the protection provided directors and, thus,
increase the Company's ability to attract and retain qualified persons to serve
as directors.
The Nevada Private Corporations Law authorizes the indemnification of officers
and directors and certain others under certain circumstances.
The Articles of Incorporation and Bylaws provide authority to Management, which,
though not specific, could be interpreted to authorize indemnification of
officers and Directors.
The Corporation may indemnify all of its' officers and directors, past, present
and future, against any and all expenses incurred by them, and each of them
including but not limited to legal fees, judgments and penalties which may be
incurred, rendered or levied in any legal action brought against any or all of
them for or on account of any act or omission alleged to have been committed
while acting within the scope of their duties as officers or directors of this
corporation.
Each person who was, is or is threatened to be made a party to or is otherwise
involved (including, without limitation, as a witness) in any threatened,
pending or completed action, suit, claim or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (hereinafter
"proceedings"), by reason of the fact that he or she is or was a Director or
officer of the corporation or, that being or having been such a Director or
officer of the corporation, he or she is or was serving at the request of the
corporation as a Director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (hereafter an "indemnitee"), whether the basis of a proceeding
is alleged action in an official capacity or in any other capacity while serving
as such a Director, officer, partner, trustee, employee or agent, shall be
indemnified and held harmless by the corporation against all losses, claims,
damages (compensatory, exemplary, punitive or otherwise), liabilities and
expenses (including attorneys' fees, costs, judgments, fines, ERISA excise taxes
or penalties, amounts to be paid in settlement and any other expenses) actually
and reasonably incurred or suffered by such indemnitee in connection therewith
and such indemnification shall continue as to an indemnitee who has ceased to be
a Director or officer of the Company or a Director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and shall insure to the benefit of the
indemnitee's heirs, executors and administrators. Except as provided below with
respect to proceedings seeking to enforce rights to indemnification, the
corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if a proceeding (or part
thereof) was authorized or ratified by the Board. The right to indemnification
conferred in this Section shall be a contract right.
No indemnification shall be provided to any such indemnitee for acts or
omissions of the indemnitee (a) if the indemnitee did not (i) act in good faith
and in a manner the indemnitee reasonably believed to be in or not opposed to
the best interests of the corporation, and (ii) with respect to any criminal
action or proceeding, have reasonable cause to believe the indemnitee's conduct
was unlawful or (b) if the corporation is otherwise prohibited by applicable law
from paying such indemnification. Notwithstanding the foregoing, if Section
78.7502 or any successor provision of the Nevada Private Corporations Law is
hereafter amended, these restrictions on indemnification shall be as set forth
in such amended statutory provision.
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The right to indemnification conferred in this Section shall include the right
to be paid by the corporation the expenses reasonably incurred in defending any
proceeding in advance of its final disposition (hereinafter an "advancement of
expenses"). An advancement of expenses shall be made upon delivery to the
corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified.
If a claim covered by the indemnification is not paid in full by the corporation
within 60 days after a written claim has been received by the corporation,
except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be 20 days, the indemnitee may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the claim.
If successful in whole or in part, in any such suit or in a suit brought by the
corporation to recover an advancement of expenses pursuant to the terms of the
undertaking, the indemnitee shall be entitled to be paid also the expense of
litigating such suit. The indemnitee shall be presumed to be entitled to
indemnification under this Section upon submission of a written claim (and, in
an action brought to enforce a claim for an advancement of expenses, when the
required undertaking has been tendered to the corporation) and thereafter the
corporation shall have the burden of proof to overcome the presumption that the
indemnitee is so entitled.
The right to indemnification and the advancement of expenses conferred above
shall not be exclusive of any other right that any person may have or hereafter
acquire under any statute, provision of the Articles of Incorporation or Bylaws
of the corporation, general or specific action of the Board or stockholders,
contract or otherwise.
To the full extent that the Nevada Private Corporations Law, as they exist on
the date hereof or may hereafter be amended, permit the limitation or
elimination of the liability of any person who would be considered an
indemnitee, an indemnitee of the Company shall not be liable to the Company or
its stockholders for monetary damages for conduct in the capacity based upon
which such person is considered an indemnitee.
The foregoing is a summary of indemnification provisions and is limited with
reference to the actual complete language of the indemnification provisions.
In the opinion of the Securities and Exchange Commission, indemnification for
liabilities arising under the Securities Act of 1933 is contrary to public
policy and, therefore, is unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See - Exhibits and Exhibit Index below.
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:
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(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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 in the registration
statement. 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 end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424 (b) (Sec.230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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;
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3 (Sec.239.13 of
this chapter) or Form S-8 (Sec.239.16b of this chapter) or Form F-3
(Sec.239.33 of this chapter), and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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 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
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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 Act and will be governed by the
final adjudication of such issue.
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
authorized, in City of Tampa, State of Florida on December 7, 2000.
Forefront, Inc.
By: /s/ Santu Rohatgi
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Santu Rohatgi,
Chief Executive Officer
(Principal Executive Officer)
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.
Forefront, Inc.
By: /s/ Santu Rohatgi
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Santu Rohatgi, Chief Financial Officer, Director
(Principal Financial Officer and Director)
By: /s/ Bruce Benson
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Bruce Benson, Director
By: /s/ David Kennedy
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David Kennedy, Director
By: /s/ Mark Burchill
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Mark Burchill, Director
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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FOREFRONT, INC.
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EXHIBIT INDEX
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No. Description Document Page
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4 Instruments Defining Rights of Securities Holders
4.1 Articles of Incorporation *
4.2 Bylaws *
5 Opinion re: Legality Letter E-1
24 Consents of Experts and Counsel
24.1 Legal Consent E-1
24.2 Accountants Consent E-6
10 Additional Exhibits
10.1 Stock Plan E-3
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* Incorporated by reference to Commission File NO. 0-25389
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