<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON OCTOBER 31, 2000
File No. 333-______
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COI SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
Nevada 86-09884116
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5300 West Sahara, Suite 101, Las Vegas NV 89102
(Address of principal executive offices) (Zip Code)
Consulting Agreements dated October 26, 2000
(Full title of the plan)
Angie Kurek
5300 West Sahara, Suite 101, Las Vegas NV 89102
(Name and address of agent for service)
(905) 294-9163
(Telephone number, including area code, of agent for service)
Copies of Communications to
Jonathan D. Leinwand, Esq.
3370 NE 190th Street, Suite 1805 Aventura, FL 33180
(305) 937-3062
<TABLE>
<CAPTION>
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Title of Securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per share aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock
$.001 Par Value 800,000 Shares $ 0.255(1) $204,000 $ 54.06
=====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
based upon the closing price of the Common Stock on October 27, 2000.
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
800,000 Shares
COi Solutions, INC.
Common Stock
This Prospectus relates to 800,000 shares of common stock, $.001 par
value (the "Common Stock"), of COi solutions, Inc., a Nevada corporation (the
"Company").
The Company's common stock is currently traded on the Over-the-Counter
Bulletin Board under the symbol "COSL".
----------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------------------------------
The date of this Prospectus is October 31, 2000.
You should only rely on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Prospectus or any supplement is accurate as of any
date other than the date on the front of this Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The Company is required to file annual, quarterly and special reports, and other
information with the Securities and Exchange Commission (the "SEC") as required
by the Securities Exchange Act of 1934, as amended (the "1934 Act"). You may
read and copy any reports, statements or other information we file at the SEC's
Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov). Additional
information may also be obtained from the Company at 5300 West Sahara, Suite
101, Las Vegas, NV 89102.
INCORPORATED DOCUMENTS
<PAGE>
The SEC allows the Company to "incorporate by reference" information into this
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to made part of this Prospectus,
except for any information superseded by information in this Prospectus.
The Company's Annual Report on Form 10-KSB, filed August 8, 2000, is
incorporated herein by reference. In addition, all documents filed or
subsequently filed by the Company under Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act, before the termination of this offering, are incorporated by
reference.
DESCRIPTION OF CONSULTING AGREEMENTS
The Company has entered into five Consulting Agreements (the
"Agreements") dated October 26, 2000, pursuant to which the Company has agreed
to issue an aggregate of 800,000 shares (the "Shares") of the Company's Common
Stock in payment for consulting services to the Company concerning the matters
further described below. The consultants are:
David Garber. Mr. Garber has extensive experience in the insurance industry. He
will be a member of the Company's Advisory Board which is composed of
professionals from various areas or expertise. The Advisory Board will advise
the Company on trends in insurance, patient care, alternative medical treatments
and the interaction of issuance companies, doctors and patients. Mr. Garber will
receive 200,000 shares of Common Stock of the Company for his services.
Rhoda Stowe. Ms. Stowe is a specialist in case management and mental health
issues. Ms. Stowe will be a member of the Company's Advisory Board. Ms. Stowe
will receive 150,000 shares of Common Stock of the Company for her services.
William Tang. Mr. Tang has extensive experience in international trade,
particularly with Asian nations. Mr. Tang will advise the Company on doing
business internationally and will introduce the Company to foreign businesses
with which the Company can form alliances or do business. Mr. Tang will receive
175,000 shares of Common Stock of the Company for his services.
Gordan Novak. Mr. Novak has extensive experience in international trade and the
negotiation of multi-national contracts. Mr. Novak will advise the Company with
regard to such matters and shall introduce business opportunities in Europe to
the Company. Mr. Novak will receive 150,000 shares of Common Stock of the
Company for his services.
Audrey Salzburg. Ms. Salzburg has extensive experience in marketing and
advertising with special knowledge of the European market. She will advise the
Company on issues dealing with the creation of marketing and advertising
materials specifically related to its sales efforts in Europe, and will guide
the company in evaluating the need for an internal marketing group or the hiring
of outside marketing and advertising professionals. Ms. Salzburg will receive
125,000 shares of Common Stock of the Company for her services.
<PAGE>
The agreements are for a term of one year commencing on the date of the
Agreements. The Agreements are separate and the Consultants will provide their
services separately.
REGISTRATION OF THE SHARES
Pursuant to the Agreements, the Company has agreed to register
the Shares on a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, in connection with their original issuance to the consultants.
This Prospectus relates to a Registration Statement on Form S-8 which was filed
with the Securities and Exchange Commission on the date hereof and which became
effective as of such filing.
RESALE OF THE SHARES
The Agreements do not impose any restrictions on the resale of the
Shares. However, if a recipient of Shares is or becomes an "affiliate" of the
Company, as such term is defined in Rule 144 promulgated under the Securities
Act, at any such time, such person will be subject to the limitations on the
amount of securities which may be sold imposed under Rule 144(e)(1). Rule
144(e)(1) generally provides that the number of shares of Common Stock which may
be sold in any three month period may not exceed the greater of (i) 1% of the
outstanding Common Stock as shown by the most recent published report of the
Company or (ii) the average weekly reported volume of trading in the Common
Stock, as reported through NASDAQ, for the four weeks preceding the filing of a
notice of proposed sale of the Common Stock, if required under Rule 144(b) under
the Securities Act, or preceding the date of receipt of the order to execute the
transaction by the broker or the date of execution directly with a market maker.
Additional information regarding the Agreements not set forth in this
Prospectus may be obtained from the Company at 5300 West Sahara, Suite 101, Las
Vegas, NV 89102.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
At the time of issuance of the Shares, the consultant recognized
ordinary income for federal income tax purposes in an amount equal to the then
fair market value of the Shares received by such consultant.
The consultant will recognize gain or loss on the subsequent sale of
the Shares in an amount equal to the difference between the amount realized and
the tax basis of such Shares, which will equal the amount included in the
consultant's income by reason of the issuance of the Shares. Provided such
Shares are held as a capital asset, such gain or loss will be long-term or
short-term capital gain or loss depending upon whether the Shares have been held
for more than one year.
The Agreement is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under Section
401(a) of the Code.
This discussion is only a summary of certain significant federal income
tax consequences and each consultant should consult an independent tax adviser
as to all of the federal and state income tax consequences relating to the
receipt or sale of the Shares.
<PAGE>
CERTAIN INFORMATION
The documents incorporated by reference in Item 3 of Part II of the Form
S-8, and any other documents required to be delivered pursuant to Rule 428(b),
promulgated under the Securities Act, are available from the Company, without
charge, upon written or oral request. Requests for documents should be directed
to the President of the Company. The documents incorporated by reference in Item
3 of Part II of the Form S-8 are also incorporated in this Prospectus by
reference thereto.
<PAGE>
COi Solutions Inc.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") by COi Solutions, Inc.
(the "Company" or the "Registrant"):
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal period
ended December 31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000; and
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by the Registrant with the Commission since December 31, 1999.
All documents 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 of this
Registration Statement and 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.
The Company is authorized to issue 100,000,000 shares of Common Stock,
par value $.001 per share (the "Common Stock"). Holders of the Common Stock have
one vote per share on each matter submitted to a vote of stockholders, the right
to receive such dividends, if any, as may be declared by the Board of Directors
out of assets legally available therefor and the right to receive net assets in
liquidation after payment of all amounts due to creditors and all preferential
amounts due to holders of any preferred stock. Holders of the Common Stock have
no conversion rights and are not entitled to any preemptive or subscription
rights. The Common Stock is not subject to redemption or any further calls or
assessments. The Common Stock has noncumulative voting rights in the election of
directors.
The Common Stock is traded in the over-the-counter market (the "OTC
Bulletin Board") and quoted under the symbol "COSL".
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
<PAGE>
As permitted by the provisions of the Nevada Revised Statutes (the "NRS"), the
Company has the power to indemnify any person made a party to an action, suit or
proceeding by reason of the fact that they are or were a director, officer,
employee or agent of the Company, against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by them in connection with
any such action, suit or proceeding if they acted in good faith and in a manner
which they reasonably believed to be in, or not opposed to, the best interest of
the Company and, in any criminal action or proceeding, they had no reasonable
cause to believe their conduct was unlawful. Termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which they reasonably believed
to be in or not opposed to the best interests of the Company, and, in any
criminal action or proceeding, they had no reasonable cause to believe their
conduct was unlawful.
The Company must indemnify a director, officer, employee or agent of the Company
who is successful, on the merits or otherwise, in the defense of any action,
suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company, against expenses actually and
reasonably incurred by them in connection with the defense.
The Company may provide to pay the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding as the expenses are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that they are not entitled to be indemnified by the
Company.
The NRS also permits a corporation to purchase and maintain liability insurance
or make other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the corporation as a director, officer, employee or agent, of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against them and liability and expenses incurred by them in
their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.6 Consulting Agreement dated October 26, 2000 between the
Registrant and David Garber.
4.7 Consulting Agreement dated October 26, 2000 between the
Registrant and Rhoda Stowe
<PAGE>
4.8 Consulting Agreement dated October 26, 2000 between the
Registrant and William Tang
4.9 Consulting Agreement dated October 26, 2000 between the
Registrant and Gordan Novak
4.10 Consulting Agreement dated October 26, 2000 between the
Registrant and Audrey Salzburg
5.2 Opinion of Counsel
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 provide any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities 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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the 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 volume and price represent no more than 20 percent 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 this Registration Statement or any
material change to such information in the registration statement; provided
however, that clauses (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Sections 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining liability under the
Securities 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
<PAGE>
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 this 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 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Toronto, Province of Ontario, on October 31,
2000.
COi Solutions, INC.
By: /s/ Robert Wilder
----------------------------------
Robert Wilder
Chief Executive Officer/Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert Wilder CEO (principal October 31, 2000
----------------------------- executive officer)
Robert Wilder and Director
</TABLE>
<PAGE>
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert Jones President/Director October 31, 2000
-----------------------------
/s/ Gary W. Evans Chief Financial/ October 31, 2000
----------------------------- Director
</TABLE>
S-1
EXHIBIT INDEX
4.6 Consulting Agreement dated October 26, 2000 between the Registrant
and David Garber.
4.7 Consulting Agreement dated October 26, 2000 between the
Registrant and Rhoda Stowe
4.8 Consulting Agreement dated October 26, 2000 between the
Registrant and William Tang
4.9 Consulting Agreement dated October 26, 2000 between the
Registrant and Gordan Novak
4.10 Consulting Agreement dated October 26, 2000 between the
Registrant and Audrey Salzburg
5.2 Opinion of Counsel
