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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVANCED KNOWLEDGE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4675095
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
17337 VENTURA BOULEVARD, SUITE 224
ENCINO, CALIFORNIA 91316
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
CONSULTING AGREEMENTS
DATED AS OF SEPTEMBER 14, 1999
BETWEEN THE REGISTRANT AND
LOUIS SHEFSKY, SAM LIGHTER,
PASCALE CASSIDY AND HOWARD BORDEN
(FULL TITLE OF THE PLANS)
BUDDY YOUNG
17337 VENTURA BOULEVARD, SUITE 224
ENCINO, CALIFORNIA 91316
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(818) 784-0040
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
J. BRAD WIGGINS, ESQ.
MILLER & HOLGUIN
1801 CENTURY PARK EAST, SEVENTH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 556-1990
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
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<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per unit price fee
Common Stock(1) 2,000,000 shares $0.765 $1,530,000 $403.92
- --------------------------------------------------------------------------------
(1) These shares are issuable as compensation pursuant to written consulting
agreements dated as of September 14, 1999 between the registrant and four
individuals. Solely for purposes of calculating the registration fee, the
offering price and the amount of the fee for these shares were computed in
accordance with Rule 457(h)(1) and Rule 457(c), based on the average bid
and asked prices for shares of the registrant's common stock on January 5,
2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act of 1933, as amended
(the "Securities Act"), but will be delivered as required by Rule 428(b)(1)
under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement:
(a) The registrant's annual report on Form 10-KSB for the year ended August 31,
1999, as filed on October 21, 1999 (the "Annual Report").
(b) The registrant's quarterly report on Form 10-QSB for the quarter ended
November 30, 1999, as filed on December 29, 1999.
(c) The registrant's disclosure statement on Schedule 14f-1, as filed on
December 17, 1999.
(d) Part I, Item 8, of amendment no. 3 to the registrant's registration
statement on Form 10-SB, as filed on April 14, 1999, describing the
registrant's class of common stock which is registered under Section 12 of
the Securities Exchange Act of 1934 (the "Exchange Act").
In addition, 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 which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the securities
offered hereby will be passed upon for the registrant by Miller & Holguin,
attorneys at law, Los Angeles, California.
The financial statements incorporated in Item 3 of this registration
statement by reference to the Annual Report have been so incorporated in
reliance on the report of Farber & Hass LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any director or officer against expenses (including
attorneys' fees), judgments, fines and settlements arising in connection with a
legal proceeding (other than an action by or in the right of the corporation) to
which such a person is a party, if the person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Unless the person is
successful upon the merits in such an action, indemnification may be awarded
only after a determination is made by independent decision of the Board of
Directors or a committee of the Board, by independent legal counsel, or by a
vote of the stockholders that the applicable standard of conduct was met by the
person to be indemnified.
<PAGE>
The circumstances under which indemnification is granted in connection with
an action brought by or on behalf of the corporation are generally the same as
those set forth above; however, with respect to such actions, indemnification is
granted only with respect to expenses actually and reasonably incurred in
connection with the defense or settlement of the action. In such actions, the
person to be indemnified must have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
matter as to which the person is adjudged to have been liable to the
corporation, unless and to the extent that a court determines that the person is
fairly and reasonably entitled to indemnification.
Section 145 also provides that indemnification pursuant to its provisions
shall not be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise.
Section 102(b)(7) of the DGCL provides that a corporation may include in
its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director: (i) For any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL;
or (iv) for any transaction from which the director derived an improper personal
benefit.
Article Eighth of the registrant's certificate of incorporation provides
that the registrant shall, to the full extent permitted by Section 145 of the
DGCL, as the same may be amended and supplemented from time to time, indemnify
all persons whom it may indemnify pursuant thereto.
Article Eighth of the certificate of incorporation also provides that the
personal liability of the registrant's directors is eliminated to the fullest
extent permitted by Section 102(b)(7) of the DGCL, as the same may be amended
and supplemented from time to time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed or incorporated by reference as part of
this Registration Statement:
4.1 Facsimile of specimen common stock certificate(1)
4.2 Certificate of Incorporation(2)
4.3 Certificate of Amendment dated March 11, 1987(1)
4.4 Certificate of Amendment dated September 18, 1990(1)
4.5 Certificate of Amendment dated August 5, 1998(2)
4.6 Certificate of Merger(2)
4.7 By-laws(2)
4.8 Form of Consulting Agreement by and between the registrant and each of
Louis Shefsky (as to 650,000 Shares registered hereunder) and Sam
Lighter (as to 400,000 Shares registered hereunder)
4.9 Form of Consulting Agreement by and between the registrant and each of
Pascale Cassidy (as to 550,000 Shares registered hereunder) and Howard
Borden (as to 400,000 Shares registered hereunder)
<PAGE>
5.1 Opinion of Miller & Holguin
23.1 Consent of Farber & Hass LLP
23.2 Consent of Miller & Holguin (included in Exhibit 5.1)
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(1) Previously filed as an exhibit to the registrant's annual report on Form
10-KSB for the year ended August 31, 1999, as filed on October 21, 1999,
and incorporated herein by reference.
(2) Previously filed as an exhibit to the registrant's registration statement
on Form 10-SB, as filed on January 7, 1999, and incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which it offers or sells securities,
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 which,
individually or together, represent a fundamental change in the
information 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) if, in the aggregate, the changes in the
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 additional or changed material information on the
plan of distribution.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required in a post-effective amendment by those paragraphs is incorporated by
reference from periodic reports filed by the registrant under the Exchange Act.
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(e) 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 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 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.
<PAGE>
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 Encino, State of California, on the 7th day of
January, 2000.
ADVANCED KNOWLEDGE, INC.
By: /s/ Buddy Young
-------------------------------------
Buddy Young
President and 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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Buddy Young President, Chief Executive January 7, 2000
- ------------------------ Officer, Chief Financial
Buddy Young Officer and Director
(Principal Executive,
Financial and Accounting
Officer)
/s/ L. Stephen Albright Director January 7, 2000
- ------------------------
L. Stephen Albright
/s/ Dennis Spiegelman
- ------------------------ Director January 7, 2000
Dennis Spiegelman
EXHIBIT 4.8
CONSULTING AGREEMENT
This agreement is made and entered into as of the 14th day of
September, 1999, by and between Advanced Knowledge, Inc. ("Issuer") and the
undersigned ("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant
desires to be retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's
services by issuing shares of Issuer's common stock, and Consultant desires to
be compensated by the receipt of such shares.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to
the conditions set forth in this agreement, Issuer and Consultant hereby agree
that:
1.1 For a period of 90 days after the date of this agreement,
Consultant shall serve as a consultant to Issuer in locating potential business
opportunities for Issuer within guidelines to be established by Issuer from time
to time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to
accept from Issuer, as compensation for the Consulting Services, that number of
shares of Issuer's common stock which is set forth on the signature page of this
agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to
register the issuance of the Shares to Consultant by filing a Form S-8
registration statement (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). Promptly after the Registration Statement becomes effective,
Issuer shall issue a stock certificate representing the Shares to Consultant and
shall deliver the stock certificate at the address specified by Consultant in
the delivery instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents
and warrants to Consultant that:
3.1 Authority. The individual executing and delivering this
agreement on Issuer's behalf has been duly authorized to do so, the signature of
such individual is binding upon Issuer, and Issuer is duly organized and
subsisting under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this
agreement and (subject to its execution by Consultant) it constitutes a valid
and binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other
than common stock as of the date of this agreement. Issuer is authorized to
issue 25,000,000 shares of common stock, of which 4,000,000 shares are issued
and outstanding. All of Issuer's outstanding shares of common stock have been
duly and validly issued and are fully paid, non-assessable and not subject to
any preemptive or similar rights; and the Shares have been duly authorized and,
when issued and delivered to Consultant as payment for services rendered as
provided by this agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
<PAGE>
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not transferable or assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by facsimile transmission of an executed copy of
this agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be considered
in construing this agreement.
4.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the
provisions of this agreement may be waived, altered, amended or repealed, in
whole or in part, only upon the mutual written agreement of Consultant and
Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be
construed in accordance with the internal law of the State of California without
reference to its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement as of the date first above mentioned.
"ISSUER" "CONSULTANT"
ADVANCED KNOWLEDGE, INC. -----------------------------------------
Name of Consultant (please type or print)
By:-------------------------- -----------------------------------------
Buddy Young, President and Signature and, if applicable, title of
Chief Executive Officer person signing
-----------------------------------------
Consultant's street address
- ----------------------------- -----------------------------------------
Number of Shares to be issued City, state/province, country and postal
to Consultant pursuant to this code
agreement
-----------------------------------------
Consultant's telephone number
----------------------------------------
Consultant's Tax ID Number (if any)
DELIVERY. The address for delivery of
the certificate representing the Shares
is as follows:
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EXHIBIT 4.9
CONSULTING AGREEMENT
This agreement is made and entered into as of the 14th day of
September, 1999, by and between Advanced Knowledge, Inc. ("Issuer") and the
undersigned ("Consultant").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant, and Consultant
desires to be retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant for Consultant's
services by issuing shares of Issuer's common stock, and Consultant desires to
be compensated by the receipt of such shares.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to
the conditions set forth in this agreement, Issuer and Consultant hereby agree
that:
1.1 For a period of 90 days after the date of this agreement,
Consultant shall serve as a consultant to Issuer in developing a workforce
training business plan for Issuer (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant and Consultant agrees to
accept from Issuer, as compensation for the Consulting Services, that number of
shares of Issuer's common stock which is set forth on the signature page of this
agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to
register the issuance of the Shares to Consultant by filing a Form S-8
registration statement (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). Promptly after the Registration Statement becomes effective,
Issuer shall issue a stock certificate representing the Shares to Consultant and
shall deliver the stock certificate at the address specified by Consultant in
the delivery instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents
and warrants to Consultant that:
3.1 Authority. The individual executing and delivering this
agreement on Issuer's behalf has been duly authorized to do so, the signature of
such individual is binding upon Issuer, and Issuer is duly organized and
subsisting under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this
agreement and (subject to its execution by Consultant) it constitutes a valid
and binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other
than common stock as of the date of this agreement. Issuer is authorized to
issue 25,000,000 shares of common stock, of which 4,000,000 shares are issued
and outstanding. All of Issuer's outstanding shares of common stock have been
duly and validly issued and are fully paid, non-assessable and not subject to
any preemptive or similar rights; and the Shares have been duly authorized and,
when issued and delivered to Consultant as payment for services rendered as
provided by this agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
<PAGE>
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not transferable or assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by facsimile transmission of an executed copy of
this agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be considered
in construing this agreement.
4.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matters herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to such
matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the
provisions of this agreement may be waived, altered, amended or repealed, in
whole or in part, only upon the mutual written agreement of Consultant and
Issuer.
4.7 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be
construed in accordance with the internal law of the State of California without
reference to its rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement as of the date first above mentioned.
"ISSUER" "CONSULTANT"
ADVANCED KNOWLEDGE, INC. -----------------------------------------
Name of Consultant (please type or print)
By:-------------------------- -----------------------------------------
Buddy Young, President and Signature and, if applicable, title of
Chief Executive Officer person signing
-----------------------------------------
Consultant's street address
- ----------------------------- -----------------------------------------
Number of Shares to be issued City, state/province, country and postal
to Consultant pursuant to this code
agreement
-----------------------------------------
Consultant's telephone number
----------------------------------------
Consultant's Tax ID Number (if any)
DELIVERY. The address for delivery of
the certificate representing the Shares
is as follows:
-----------------------------------------
-----------------------------------------
-----------------------------------------
EXHIBIT 5.1
January 7, 2000
Advanced Knowledge, Inc.
17337 Ventura Boulevard, Suite 224
Encino, California 91316
Re: Advanced Knowledge, Inc. (the "Company") - Registration on Form S-8
Gentlemen:
Our opinion has been requested in connection with the registration of
2,000,000 shares of common stock of the Company (the "Shares") which are
issuable by the Company pursuant to consulting agreements with four individuals,
each dated as of September 14, 1999 (the "Consulting Agreements"). The Shares
are being registered in the registration statement on Form S-8 to which this
opinion is appended as an exhibit (the "Registration Statement").
We have examined such corporate records and other documents and made
such examination of law as we have deemed relevant. Based on and subject to the
above, it is our opinion that the Shares, when issued pursuant to terms of the
Consulting Agreements, will be duly authorized, legally issued, fully paid and
non-assessable.
We are members of the Bar of the State of California and we do not
express any opinion herein concerning any law other than the law of the State of
California, the General Corporation Law of the State of Delaware and the federal
law of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Interests
of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Miller & Holguin
MILLER & HOLGUIN
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated October 11, 1999 incorporated by reference in the
Registration Statement (Form S-8) dated January 7, 2000.
/s/ Farber & Hass LLP
Oxnard, California
January 7, 2000
