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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BALANCED LIVING, INC.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 87-0575577
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
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(Address of Principal Executive Offices)
(801) 262-8844
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1
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(Full Title of the Plan)
Jeffrey Hardman
1215 Cottonwood Hills Drive
Sandy, Utah 84094
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(Name and Address of Agent for Service)
(801) 262-8844
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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
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
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$0.001 par
value common
voting stock 100,000 $0.05 $5,000 $1.39(1)
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(1) Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options
covering the underlying common stock to be issued under the Plan.
PART I
Item 1. Plan Information.
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Plan.
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A copy of the Consultant Compensation Agreement No. 1 (the "Plan")
is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
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Copies of the Plan, 10-KSB Annual Report of the Registrant for the
year ended December 31, 1999, all 10-QSB Quarterly Reports and any Current
Reports filed with the Securities and Exchange Commission (the "Commission")
during the past twelve months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to such
participants or person purchasing any of the securities registered hereby,
copies of all of such documentation. Requests should be directed to Jeffrey
Hardman, President, at the address and telephone appearing on the Cover Page
of this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov.
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 into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the calendar year
ended December 31, 1999, filed with the Commission on or
about March 30, 2000;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
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
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
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Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, presently owns no shares of common stock of the
Registrant and is not deemed to be an affiliate of the Registrant or a person
associated with an affiliate of the Registrant.
Item 6. Indemnification of Directors and Executive Officers.
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Section 7-109-102 of the Colorado Code authorizes a Colorado
corporation to indemnify any director against liability incurred in any
proceeding if he or she acted in good faith and in a manner he or she
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 or her conduct was unlawful.
Unless limited by the Articles of Incorporation, Section 7-109-105
authorizes a director to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction. Section 7-109-107
extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 7-109-103
requires that a corporation indemnify a director who was wholly successful in
defending any proceeding to which he or she was a party against reasonable
expenses incurred in connection therewith. Unless limited by the Articles of
Incorporation, Section 7-109-107 extends this protection to officers of a
corporation as well.
Pursuant to Section 7-109-104, the corporation may advance a
director's expenses incurred in defending any action or proceeding upon
receipt of an undertaking and a written affirmation of his or her good faith
belief that he or she has met the standard of conduct specified in Section 7-
109-102. Unless limited by the Articles of Incorporation, Section 7-109-107
extends this protection to officers of a corporation as well.
Regardless of whether a director, officer, employee or agent has the
right to indemnity under the Colorado Code, Section 7-109-108 allows the
corporation to purchase and maintain insurance on his or her behalf against
liability resulting from his or her corporate role.
Article VIII of the Company's Bylaws reiterates the provisions of
Section 7-109-102 of the Colorado Code, and extends this protection to
officers and employees of the Company. Article VIII also provides that a
judgment or conviction, whether based upon a plea of guilty or nolo contendere
or its equivalent, or after trial, shall not in and of itself be deemed to be
an adjudication that such director, officer or employee is liable to the
Company for negligence or misconduct in the performance of his or her duties.
This determination can be made, at the option of the director, officer or
employee seeking indemnification in any of the following manners: (a) order of
the court or administrative agency having jurisdiction of the action, suit or
proceeding; (b) resolution of a majority of the non-interested members of the
Board of Directors; (c) if there is no quorum after excluding interested
directors, by majority resolution of a committee of non-interested
stockholders and directors appointed by the Board of Directors; (d) resolution
of a majority of the quorum directors at any meeting; or (e) an order of any
court having jurisdiction over the Company.
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Pritchett, Siler & Hardy, P.C.
Certified Public Accountants
99.1 Participants Letter
99.2 Consultant Compensation Agreement No. 2
Exhibit A - Counterpart Signature Page
of Leonard W. Burningham, Esq.
Exhibit A-1 - Response to Participant Letter
of Leonard W. Burningham, Esq.
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(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 set forth
in the Registration Statement; and
(iii) To include any additional or changed 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, only to the extent required
by the general rules and regulations of the
Commission.
(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.
(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) 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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 06/22/00 By/s/Jeffrey Hardman
Jeffrey Hardman
President and
Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute all
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 06/22/00 By/s/Jeffrey Hardman
Jeffrey Hardman
President and
Director
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Securities and Exchange Commission File No. 333-69415
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BALANCED LIVING INC.
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EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Pritchett, Siler & Hardy, P.C.
Certified Public Accountants
99.1 Participants Letter
99.2 Consultant Compensation Agreement No. 1
Exhibit A - Counterpart Signature Page
of Leonard W. Burningham, Esq.
Exhibit A-1 - Response to Participant Letter
of Leonard W. Burningham, Esq.
