SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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EUROKIOSK, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-4054666
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 ROCKEFELLER PLAZA - SUITE 1600
NEW YORK, NEW YORK 10020
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(Address of principal executive offices) (Zip Code)
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EMPLOYMENT AND CONSULTING CONTRACTS
(Full Title of the Plans)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
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Common Stock 100,000 $.05(1) $ 5,000 N/A
($0.001 par value)
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TOTAL 100,000(2) NA $ 5,000 N/A
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</TABLE>
(1) Estimated at February 15, 2000 pursuant to Rule 457(h) under the
Securities Act of 1933, as amended solely for the purpose of calculating the
amount of the registration fee.
(2) Shares registered pursuant to this Registration Statement
available for issuance.
<PAGE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information
ITEM 2. Registrant Information
The Information required by Items 1 and 2 of Part I is included
in the documents sent or given to the participants.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Eurokiosk, Inc., (the "Company"),
previously filed with the Securities and Exchange Commission, are
incorporated herein by reference:
1. The Company's latest annual report filed pursuant on Form
10-K for the fiscal year ended March 31, 1999;
2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the above reference to the Company's Annual
report on Form 10-K.
3. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of The Securities Exchange Act of 1934
after the date of this Registration Statement, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers all
securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be
a part hereof from the date of filing of such 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 Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated
or 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The securities hrereunder are voting common stock, $.001 par value,
no dividend. There are no restrictions on the alienability of the voting
common stock and the rights of the common stockholders may only be
modified by a vote of a majority of the shareholders. There is no
inclusion of preemptive rights or liquidation rights and liabilities
relating to calls and assessments on the Company's common stock.
ITEM 5. INTERESTS AND EXPERTS OF NAMED COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of Directors and Officers of the Company are
provided under Section XI of the Company's By-laws, a copy of
which is attached hereto as an Exhibit 3. Additionally, Delaware
General Corporation Law provides for the indemnification of
Directors and Officers performing duties at the request of the
Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
An exemption from registration is available pursuant to Form S-8
of the Securities Act of 1933 being that the securities are offered
pursuant to any employee benefit plan for employees of its subsidiaries
or parents. For purposes of this form, the term "employee benefit plan"
is defined as any employee benefit plan pursuant to Rule 405 of Regulation
C (ss 230.405). For further purposes of this form, the term "employee" is
defined as any employee, director, general partner, trustee (where the
registrant is a business trust), officer or consultant or advisor,
provided that bona fide services shall be rendered by consultants or
advisors and such services must not be in connection with the offer or
sale of securities in a capital-raising transaction. Each individual
receiving shares under this plan are each deemed an "employee" within
the meaning of the Act and have rendered services which were not in
connection with the offer or sale of securities in a capital-raising
transaction or in connection with making a market for the Company's
outstanding shares of common stock.
ITEM 8. EXHIBITS
Letter of counsel asserting an opinion on the as to the legality of
the securities being registered is filed.
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, represents a fundamental change
in the information set forth in the Registration Statement; and
(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
Registration Statement is on Form S-3 or Form S-8 and 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 this
Securities Exchange Act of 1934 that are incorporated by
reference in the 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 at the time and 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 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
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at the 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 Company pursuant to the foregoing
provisions described under Item 6 above, or otherwise, the
Company 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 of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of 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 against
the Company by such director, officer or controlling person in
connection with the securities being registered, the Company
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 of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
In accordance with 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 of filing on Form
S-8 and authorized this registration statement to be signed on
its behalf by the undersigned, in the City of New York, State of
New York on February 15, 2000.
EUROKIOSK, INC.
By: \s\ SHANE H. SUTTON
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President
