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As Filed with the Securities and Exchange Commission on November 23, 1999
Registration No. 33-_________
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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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INFORMATION-HIGHWAY.COM, INC.
(Exact name of issuer as specified on its charter)
Florida 65-0154103
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
#185-10751 Shellbridge Way
Richmond, British Columbia V6X 2W8, Canada
(Address of principal executive offices)
INFORMATION HIGHWAY, INC.
STOCK OPTION PLAN
(Full title of the plan)
Please send copies of all communications to:
JOHN G. ROBERTSON JAMES L. VANDEBERG, ESQ.
President, Information-Highway.com, Inc. Vandeberg Johnson & Gandara
#185-10751 Shellbridge Way 600 University Street, Suite 2424
Richmond, British Columbia V6X 2W8 Seattle, Washington 98101-1192
(604) 278-5996 (206) 464-0404
(Name, address including zip code, telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Being Proposed Maximum Proposed Maximum Amount of
Being Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
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<S> <C> <C> <C> <C>
Common Stock, No Par
Value 1,020,000 $9.8125 $10,008,750.00 $2782.43
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) This number represents shares of the Registrant's common stock, no par
value per share ("Common Stock"), being registered for future issuance
under the Information Highway, Inc. Stock Option Plan (the "Plan") and
shares of Common Stock previously issued to non-affiliates pursuant to the
Plan being registered for resale, but it does not include either (a)
830,000 shares (and their related option offers) exempt from registration
under Rule 701 or (b) 650,000 shares reserved for issuance under the Plan
that are subject to option grants to persons in connection with
transactions for which registration on Form S-8 may not be available.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(h)(1, 3) and Rule 457(c) under the
Securities Act of 1933 (the "Securities Act"), the price per share is
estimated based on the average of the high and low prices reported for
shares of the Registrant's Common Stock as of November 19, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in the
Registration Statement:
(a) The Registrant's effective registration statement on Form 10-SB.
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act).
(c) The description of the Common Stock contained in the Registrant's
effective registration statement on Form 10-SB, including any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Item 5. Interests of Named Experts and Counsel.
James L. Vandeberg is a director of the Registrant and a partner in the
law firm of Vandeberg Johnson & Gandara, counsel to the Registrant. Mr.
Vandeberg directly owns 61,000 shares of the Registrant's common stock and has
options to acquire 100,000 shares of the Registrant's common stock at a price of
$4.00 per share that must be exercised by November 5, 2004.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that the Registrant
must indemnify each of its (i) fiduciaries within the meaning of the Employee
Retirement Income Security Act of 1974, as amended, with respect to any employee
benefit plan, and (ii) directors and officers, to the fullest extent permitted
under the Florida Business Corporation Act, against all liabilities incurred by
reason of the fact that the person is or was a director or officer of the
Registrant or a fiduciary of an employee benefit plan, or is or was serving at
the request of the Registrant as a director or officer, or fiduciary of an
employee benefit plan, of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.
The effect of these provisions is potentially to indemnify the
Registrant's directors and officers from all costs and expenses of liability
incurred by them in connection with any action, suit or proceeding in which they
are involved by reason of their affiliation with the Registrant.
Item 7. Exemption from Registration Claimed.
No restricted securities are to be reoffered or resold pursuant to this
registration statement. Of the 2,500,000 shares reserved for issuance under the
Plan, 830,000 are not being registered because they are exempt from registration
pursuant to Rule 701 under the Securities Act of 1933, and 650,000 are not being
registered because they are subject to option grants to persons in connection
with transactions for which registration on Form S-8 may not be available.
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Item 8. Exhibits.
Exhibit Number Description
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4.1* Information Highway, Inc. Stock Option Plan
4.2* Form of Stock Option Agreement
5.1 Opinion of Vandeberg Johnson & Gandara
23.1 Consent of Elliott Tulk Pryce Anderson, Chartered Accountants
23.2 Consent of Vandeberg Johnson & Gandara (see Exhibit 5.1)
* Incorporated by reference from the Company's registration statement on Form
10-SB filed with the Securities and Exchange Commission on April 14, 1999.
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;
(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;
(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
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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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
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
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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
The Registrant. 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 Richmond, Province of British Columbia, CANADA, on
November 22, 1999.
INFORMATION-HIGHWAY.COM, INC.
/s/ John G. Robertson
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John G. Robertson
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.
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<S> <C> <C>
/s/ John G. Robertson President, Chief Executive Officer and 11/22/99
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John G. Robertson Director (Date)
/s/ James L. Vandeberg Vice-President, Chief Operating Officer 11/22/99
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James L. Vandeberg and Director (Date)
/s/ Jennifer Lorette Vice-President, Chief Financial Officer, 11/22/99
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Jennifer Lorette Principal Accounting Officer and Director (Date)
/s/ Carol Coleman Controller 11/22/99
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Carol Coleman (Date)
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the locations and on the dates set
forth below.
INFORMATION HIGHWAY, INC. STOCK OPTION PLAN
/s/ John G. Robertson Richmond, BC Director 11/22/99
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John G. Robertson (Date)
/s/ James L. Vandeberg Seattle, WA Director 11/22/99
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James L. Vandeberg (Date)
/s/ Jennifer Lorette Richmond, BC Director 11/22/99
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Jennifer Lorette (Date)
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LIST OF EXHIBITS
Exhibit Number Description
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4.1* Information Highway, Inc. Stock Option Plan
4.2* Form of Stock Option Agreement
5.1 Opinion of Vandeberg Johnson & Gandara
23.1 Consent of Elliott Tulk Pryce Anderson, Chartered
Accountants
23.2 Consent of Vandeberg Johnson & Gandara (see Exhibit
5.1)
* Incorporated by reference from the Company's registration statement on Form
10-SB filed with the Securities and Exchange Commission on April 14, 1999.
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EXHIBIT 5.1
[Letterhead of Vandeberg Johnson & Gandara]
November 22, 1999
INFORMATION-HIGHWAY.COM, INC.
#185-10751 Shellbridge Way
Richmond, British Columbia V6X 2W8, Canada
Re: Registration Statement on Form S-8 of Information-Highway.Com, Inc.;
Information Highway, Inc. Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Information-Highway.Com, Inc. (the "Company")
in connection with the filing of the above-referenced Registration Statement
(the "Registration Statement") relating to the registration of 1,020,000 shares
(the "Shares") of Common Stock, no par value per share, of the Company issuable
under the Information Highway, Inc. Stock Option Plan (the "Plan"). In
connection therewith, we have reviewed the Company's Articles of Incorporation,
Bylaws, minutes of appropriate meetings, a copy of the Plan and such other
matters we deemed appropriate.
Based on that review, it is our opinion that the Shares will be, when sold
pursuant to the terms contemplated by the Registration Statement, validly
issued, fully paid and non-assessable shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
Vandeberg Johnson & Gandara
/s/ James L. Vandeberg
James L. Vandeberg
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EXHIBIT 23.1
CONSENT OF ELLIOTT, TULK, PRYCE, ANDERSON, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 1,020,000 shares of common stock
issuable under the Information Highway, Inc. Stock Option Plan of our report
dated September 15, 1999, with respect to the financial statements of
Information-Highway.Com, Inc. included in its Annual Report (Form 10-KSB) for
the year ended May 31, 1999.
/s/ "Elliott, Tulk, Pryce, Anderson"
Chartered Accountants
Vancouver, Canada
November 22, 1999
