As filed with the Securities and Exchange Commission on April 7, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UBRANDIT.COM
(Exact name of registrant as specified in its charter)
Nevada 88-0381646
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12626 High Bluff Drive, Suite 200
San Diego, California 92130
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(Address of Principal (Zip Code)
Executive Offices)
1999 STOCK OPTION AND INCENTIVE PLAN
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(Full title of the plan)
Copy to:
GREGORY V. GIBSON
Vice President and General Counsel ALBERT P. ASATOORIAN, ESQ.
Ubrandit.com Pillsbury Madison & Sutro LLP
12626 High Bluff Drive, Suite 200 650 Town Center Drive, 7th Floor
San Diego, California 92130 Costa Mesa, California 92626
(858) 350-9566 (714) 436-6853
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(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 2,500,000 shares $4.96875 $12,421,875 $3,280.00
$.001 par value
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 on the basis of the average of the high and low prices
as reported on the American Stock Exchange on April 4, 2000.
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The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents previously filed by Ubrandit.com, a
Nevada corporation (the "Registrant"), with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:
(i) Transition Report on Form 10-K for the transition period
ended September 30, 1999, as amended on January 14, 2000, January 26, 2000 and
February 2, 2000.
(ii) Form 10-Q for the quarter ended December 31, 1999.
(iii) Form 10 dated July 22, 1999, as amended on October 5,
1999, November 12, 1999, December 15, 1999, January 5, 2000 and January 20,
2000.
(iv) Form 8-K dated December 29, 1999.
(v) The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A dated February 10, 2000 filed by the
Registrant to register the Common Stock under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), including all amendments and reports
filed for the purpose of updating such description before the termination of the
offering of the Common Stock offered hereby.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, as amended, after the
date of this Registration Statement and before 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 a part hereof
from the date of filing of such documents.
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<PAGE>
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Nevada Revised Statutes and certain provisions of the Registrant's
Bylaws under certain circumstances provide for indemnification of the
Registrant's officers, directors and controlling persons against liabilities
that they may incur in such capacities. A summary of the circumstances in which
such indemnification is provided for is contained herein, but this description
is qualified in its entirety by reference to the Registrant's Bylaws and to the
statutory provisions.
In general, any officer, director, employee or agent may be indemnified
against expenses, fines, settlements or judgments arising in connection with a
legal proceeding to which such person is a party, if that person's actions were
in good faith, were believed to be in the Registrant's best interest, and were
not unlawful. Unless such person is successful upon the merits in such an
action, indemnification may be awarded only after a determination by independent
decision of the Board of Directors, by legal counsel or by a vote of the
stockholders that the applicable standard of conduct was met by the person to be
indemnified.
The circumstances under which indemnification is granted in connection
with an action brought on behalf of the Registrant is generally the same as
those set forth above; however, with respect to such actions, indemnification is
granted only with respect to expenses actually incurred in connection with the
defense or settlement of the action. In such actions, the person to be
indemnified must have acted in good faith and in a manner believed to have been
in the Registrant's best interest, and must not have been adjudged liable for
negligence or misconduct.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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See Index to Exhibits to this Form S-8, which is incorporated
herein by reference.
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<PAGE>
Item 9. Undertakings.
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(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 effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the 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 a 20% 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 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) of this
section do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission 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 further 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 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 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.
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<PAGE>
SIGNATURES
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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 San Diego, State of California, on April 6,
2000.
UBRANDIT.COM
By: /s/ Jeffery Phillips
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Jeffery Phillips
President
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<PAGE>
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gregory Gibson and Jeffery
Phillips and each of them his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, to this registration
statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.
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:
<TABLE>
<CAPTION>
Name Title Date
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<S> <C> <C>
/s/ Jeffery Phillips President, Chief Executive Officer April 6, 2000
- -------------------------------- and Chairman of the Board
Jeffery Phillips
/s/ Roger C. Royce Chief Operating Officer, Director April 6, 2000
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Roger C. Royce
/s/ Gregory V. Gibson Vice President, Legal, Director April 6, 2000
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Gregory V. Gibson
/s/ Steven K. Radowicz Director April 6, 2000
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Steven K. Radowicz
/s/ Mark Cullivan Vice President Operations April 6, 2000
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Mark Cullivan
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
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<S> <C> <C>
4.1 Registrant's 1999 Stock Option and Incentive Plan *
5.1 Opinion of Pillsbury Madison & Sutro LLP, filed herewith. 9
23.1 Consent of Stark Tinter & Associates, LLC, filed herewith. 10
23.2 Consent of Pillsbury Madison & Sutro LLP, included in Exhibit 5.1. 9
24.1 Power of Attorney, included on the signature page. 7
</TABLE>
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(1) Previously filed with the Company's Registration Statement on Form 10,
which was filed with the Securities and Exchange Commission on July 22,
1999.
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EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
650 TOWN CENTER DRIVE, 7th FLOOR
COSTA MESA, CA 92626
Tel: (714) 436-6800
Fax: (714) 436-2800
April 6, 2000
Ubrandit.com
12626 High Bluff Drive, Suite 200
San Diego, CA 92130
Attention: Gregory V. Gibson
Re: Registration Statement on Form S-8
Dear Mr. Gibson:
With reference to the Registration Statement on Form S-8 to be filed by
Ubrandit.com, a Nevada corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, relating to 2,500,000 shares of the Company's Common Stock issuable
pursuant to the Company's 1999 Stock Option and Incentive Plan (the "Plan"), it
is our opinion that such shares of the Common Stock of the Company, when issued
and sold in accordance with the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro, LLP
PILLSBURY MADISON & SUTRO LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 5, 1999 relating
to the financial statements and financial statement schedule which appear in
Ubrandit.com's Transition Report on Form 10-K for the transition period ended
September 30, 1999, as amended.
Stark Tinter & Associates, LLC
Denver, Colorado
April 6, 2000
