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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
POP N GO, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-4603172
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(State or other jurisdiction (I.R.S. Employer
or incorporation) Identification No.)
12429 East Putnam Street
Whittier, California 90602
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(Address of principal executive offices) (Zip Code)
Five Separate Written Compensation Contracts
With Five Separate Consultants
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(Full Title of the Plan)
Melvin Wyman
12429 East Putnam Street
Whittier, California 90602
(Name and address of agent for service)
(562) 945-9351
(Telephone Number, including area code, of agent for services)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed maximum maximum Amount of
Title of Securities Amount to be offering price aggregate Registration
to be registered registered per unit offering price Fee
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<S> <C> <C> <C> <C>
Common Stock 898,000 $0.77 $691,460 $182.55
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended. This
estimated amount is the closing price as of August 28, 2000 (which is within 5
business days prior to the date of the filing of this registration statement).
PART I
EXPLANATORY NOTE
This Registration Statement registers 358,000 shares of the Common Stock
(the "Common Stock"),par value $0.001 per share, of Pop N Go, Inc. (the
"Company") issuable under the Company's Compensation Contract with Consultant
Gary Johnson; 200,000 shares of Common Stock issuable under the Company's
Compensation Contract with Consultant John Fischer; 50,000 shares of Common
Stock issuable under the Company's Compensation Contract with Employee Dwight
Moody; 50,000 shares of Common Stock issuable under the Company's Legal Services
Agreement with Donald G. Davis; and 40,000 shares of Common Stock issuable under
the Company's Compensation Contract with Employee Ruth Williams; and 200,000
shares of Common Stock issuable to Larry Stormes under the Company's
Compensation Contract..
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pop N Go, Inc., is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files quarterly, annual and periodic reports and other
information with the Securities and Exchange Commission ("Commission"). The
Registration Statement, such reports and other information may be inspected and
copies may be obtained, at prescribed rates, at the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549, as well as the following regional offices: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite
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1400, Chicago, Illinois 60661. The Commission maintains a Website that contains
reports and other information regarding reporting companies under the Exchange
Act, including Pop N Go, Inc. at http://www.sec.gov.
The following documents have been filed by Pop N Go with the Commission and are
hereby incorporated by reference into this prospectus:
- Pop N Go, Inc.'s Quarterly Report filed August 14, 2000 on Form 10-QSB
for the six months ended June 30, 2000;
- Pop N Go, Inc.'s Quarterly Report filed May 19, 2000 on Form 10-QSB
for the three months ended March 31, 2000;
- Pop N Go, Inc.'s Quarterly Report filed February 18, 2000 on Form
10-QSB for the six months ended December 31, 1999.
- The description of the Company and its Common Stock contained in the
Company's Registration Statement on Form SB-2/A-2 filed with the
Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and declared effective on February 11, 2000.
All other documents and reports filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this prospectus and to be made a part hereof from the date of
the filing of such reports and 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 prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
Pop N Go, Inc. will provide without charge to each person to whom a copy of this
prospectus is delivered, upon the written or oral request of such person, a copy
of any or all documents which are incorporated herein by reference (not
including exhibits to such documents, unless such exhibits are specifically
incorporated by reference in the document which this prospectus incorporates).
Requests should be directed to Mr. Melvin Wyman, Chief Executive Officer, at Pop
N Go, Inc.'s principal executive offices located at 12429 East Putnam Street,
Whittier, California 90602; telephone number (562) 945-9351.
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ITEM 4. DESCRIPTION OF SECURITIES
The total number of securities registered hereunder are Eight Hundred Ninety
Eight Thousand (898,000) shares, all of which are common stock of Pop N Go, Inc.
Pop N Go, Inc. is presently authorized to issue 20,000,000 shares of its Common
Stock. As of August 8, 2000, there were 6,975,792 outstanding and subscribed for
shares. The holders of common stock are entitled to one vote per share on each
matter submitted to a vote at any meeting of shareholders. Shareholders of the
Pop N Go, Inc. have no preemptive rights to acquire additional shares of common
stock or other securities. The common stock is not subject to redemption and
carries no subscription or conversion rights. In the event of liquidation of Pop
N Go, Inc., the shares of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities. The shares, when issued,
will be fully paid and non-assessable. A majority of all issued and outstanding
shares shall constitute a quorum for conducting business. The majority of shares
present, in any regular or special meeting where a quorum is present, may vote
in favor of or against any item of business or election, and shall constitute a
majority approval or disapproval of matters voted upon at any such meeting.
Shares of common stock do not carry cumulative voting rights. Pop N Go, Inc.
presently does not pay any dividends and has no foreseeable plan to pay
dividends. There are no special preemptive rights or rights upon liquidation,
other than the normal rights and priorities which would attach to shares in
liquidation pursuant to Delaware State Law. The shares are not subject to call,
liability or assessment.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Donald G. Davis, Esq., of the Law Firm of Davis & Associates, Inc., has provided
legal advice to the Registrant in connection with the Company's preparation of
this Registration Statement, and has also rendered a legal opinion attached
hereto as an Exhibit, as to the validity and due issuance of the shares of the
Company's Common Stock to be issued and registered hereby. At the same time,
Donald G. Davis is one of the named Consultants who will be issued 50,000 shares
of the Company's Common Stock in payment for legal services fully rendered
pursuant to the terms of a written Compensation Agreement with the Company,
which shares are a part of the shares being registered hereby. Neither Donald G.
Davis, nor the Law Firm of Davis & Associates has been employed on a contingent
basis. Neither Mr. Davis nor Davis & Associates has or is to receive a
substantial interest direct or indirect in Registrant, nor are either of them
connected with Registrant other than in their role as outside legal counsel for
the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides in general that a
corporation may indemnify its directors, offices, employees or agents against
expenditures (including judgments, fines, amounts paid in settlement and
attorneys' fees) made by them in connection with certain lawsuits to which they
may be made parties by reason of their being directors, officers, employees or
agents and shall so indemnify such persons against expenses (including
attorneys' fees) if they have been successful on the merits or otherwise. The
bylaws of Pop N Go, inc. provide for
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indemnification of the officers and directors of Pop N Go, Inc. to the full
extent permissible under Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable. All securities offered hereunder are to be originally issued by
Pop N Go, Inc. Shares to be received pursuant to the consulting agreements are
believed to be registered pursuant to the provisions of this Form S-8
registration.
ITEM 8. EXHIBITS.
5.1 Opinion of The Law Offices of Davis & Associates, Inc. re
legality
23.1 Consent of Singer Lewak Greenbaum & Goldstein, LLP
23.2 Consent of The Law Offices of Davis & Associates, Inc. (included
in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
Pop N Go, Inc. hereby undertakes:
(a) During any period in which offers or sales are being made pursuant
to this registration or pursuant to a post-effective amendment to this
registration statement, to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
of any material change to such information in the registration statement.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of Pop N Go, Inc.'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 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.
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(e) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of Pop N Go, Inc. pursuant to the foregoing provisions, or
otherwise, Pop N Go, Inc. 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, against such liabilities (other than the payment by
Pop N Go, Inc. of the 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, Pop N Go, Inc. 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
Pursuant to the requirements of the Securities Act of 1933, Pop N Go,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing a Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on August 31, 2000.
POP N GO, INC.
By /s/ Melvin Wyman
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Melvin Wyman
Its: Chief 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.
/s/ Melvin Wyman August 31, 2000
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Melvin Wyman, Chief Executive Officer,
Secretary and Director
/s/ Vernon Brokke August 31, 2000
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Vernon Brokke, President
and Director
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