SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PICK-UPS PLUS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 31-12440524
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
5181 NATORP BLVD., SUITE 530
MASON, OHIO 45040
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(Address of Principal Executive Offices) (Zip Code)
STOCK UNDERLYING VARIOUS
CONSULTING AGREEMENT
BETWEEN REGISTRANT
AND CONSULTANT,
OF THE REGISTRANT
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(Name and address, including zip code of agent for service)
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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Proposed Maximum
Title of Securities Amount to be Offering Price Proposed Amount of
to be Registered Registered Per Share* Aggregate Price* Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, Par 500,000 $.75 $ 375,000 $ 99.00
Value $.001 Per Share
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</TABLE>
Estimated solely for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(c) on the basis of the average of the low bid and ask
prices of the Common Stock of the Registrant as traded in the over-the-counter
market and reported in the Electronic Bulletin Board of the National Association
of Securities Dealers on August 30, 2000.
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PART I
DESCRIPTION OF EXECUTIVE, EMPLOYMENT AND CONSULTING AGREEMENTS
The following table sets forth the number of shares of Common stock
issued or authorized to be issued pursuant to certain Consulting and Employment
Agreements attached hereto or incorporated herein by reference.
<TABLE>
<CAPTION>
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Compensation Number of Shares
Agreement covered by this
Selling Shareholder (Name of Plan) Registration Statement
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<S> <C> <C>
James J. Vogel Consulting Agreement effective August 30, 2000 500,000
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TOTAL 500,000
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</TABLE>
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) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999, filed pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) Registrant's quarterly reports on Form 10-QSB for the fiscal
quarter ended March 31, 2000, and June 30, 2000.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14, and 15(d) of the Securities Act and Sections 13(a), 13(c), and 14 of the
Exchange Act after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereunder have been sold, or which
registers all securities then remaining unsold under this registration
statement, 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.
Item 4. Description of Securities.
The authorized capital stock of Registrant consists of one hundred
million shares (100,000,000), par value $.001 per share, all of which are
designated Common Stock par value $.001 per share. As of June 30, 2000 there
were six million, nine hundred eight thousand, one hundred (6,908,100) shares
of Common Stock issued and outstanding.
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The holders of shares of Common Stock of the Registrant are entitled to
dividends when and as declared by the Board of Directors from funds legally
available therefore and, upon liquidation, are entitled to share pro rata in any
distribution to shareholders. Holders of the Common Stock have one
non-cumulative vote for each share held. There are no preemptive, conversion or
redemption privileges, nor sinking fund provisions, with respect to the Common
Stock.
Stockholders are entitled to one vote of each share of Common Stock
held of record on matters submitted to a vote of stockholders. The Common Stock
does not have cumulative voting rights. As a result, the holders of more than
50% of the shares of Common Stock voting for the election of directors can elect
all of the directors if they choose to do so, and, in such event, the holders of
the remaining shares of Common Stock will not be able to elect any person or
persons to the board of directors of Registrant.
The Registrant has fifty million shares of Preferred Stock authorized
at $.001 par value of which none are outstanding
Item 5. Interest of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide for indemnification
of its officers and directors for breach of fiduciary duty involving any act or
omission of any such director or officer; provided however, that such provision
shall not eliminate or limit the liability of a director or officer (i) for acts
or omissions which involve intentional misconduct, fraud or a knowing violation
of a law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Section 78.7502 of the Nevada Revised Statutes which
provides that when a corporation elects to indemnify its officers and directors,
the indemnification shall encompass expenses, including attorney fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in which 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, the Registrant has been
informed 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 registrant of expenses incurred 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, 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.
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Except to the extent hereinabove set forth, there is no charter
provision, by-law, contract, arrangement or statute pursuant to which any
director or officer of registrant is indemnified in any manner against any
liability which he may incur in his capacity as such.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed as a part of this Report or incorporated herein by
reference are as follows:
Exhibit
No. Item
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4.1 Consulting Agreement between James J. Vogel and the Registrant
effective August 30, 2000.
4.5 Certificates of the Secretary of the Registrant dated August 30, 2000.
5.1 Opinion of Arnold J. Rothlisberger, Attorney at Law, regarding the
legality of the securities being registered under this Registration
Statement.
24.1 Consent of Lazar Levine & Felix LLP, Certified Public Accountants.
24.2 Consent of Arnold J. Rothlisberger, Attorney at Law, (set forth in the
opinion of counsel included as Exhibit 5.1).
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:
(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 set forth in the registration
statement;
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(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) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 plans 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 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.
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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 Cincinnati, Ohio, on the Day of August 31, 2000.
By /s/ JOHN FITZGERALD
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John Fitzgerald, 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 date indicated.
Signature Title Date
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/s/ JOHN FITZGERALD President and Chief August 31, 2000
---------------------------- Executive Officer
John Fitzgerald
/s/ ERIN SCHUELER Treasurer August 31, 2000
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Erin Schueler
/s/ ROBERT WHITE Chief Accounting Officer August 31, 2000
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Robert White
Majority of the Board of Directors
/s/ JOHN FITZGERALD Director August 31, 2000
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John Fitzgerald
/s/ JOE LAMBLE Director August 31, 2000
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Joe Lamble
Signature on File
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<PAGE>
INDEX TO EXHIBITS BEING FILED HEREWITH
Exhibit
No. Item
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4.1 Consulting Agreement between James J. Vogel and the Registrant
effective August 30, 2000.
4.5 Certificates of the Secretary of the Registrant dated August 30, 2000.
5.1 Opinion of Arnold J. Rothlisberger, Attorney at Law, regarding the
legality of the securities being registered under this Registration
Statement
24.1 Consent of Lazar Levine & Felix LLP, Certified Public Accountant,
Independent, Auditors for the Registrant.
24.2 Consent of Arnold J. Rothlisberger, Counsel for the Registrant
(Set forth in the opinion of counsel included as Exhibit 5.1)).
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