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As filed with the Securities and Exchange Commission on June 29, 2000
Registration No. ______________
FORM S-8
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HIV- VAC, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Nevada 86-0876846
------------------------------- --------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
12 Harben Court, Collingwood, Ontario, Canada L9Y 4L8
--------------------------------------------
(Address of principal executive offices) (Zip Code)
Consulting Agreement
--------------------------------
(Full title of the plan)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================== ===================== ==================== ==================== =====================
Proposed Proposed
Title Of Maximum Maximum Amount Of
Securities Amount Offering Aggregate Registration
To Be To Be Price Per Offering Fee
Registered Registered Share (1)(2) Price
---------------------- --------------------- -------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, par 3,000,000 shares $.42 $1,260,000.00 $332.64
value $.01 per share
====================== ===================== ==================== ==================== =====================
</TABLE>
(1) Pursuant to Rule 457, estimated solely for the purpose of calculating the
registration fee.
(2) Based on the average of the closing bid and asked prices per share of the
Common Stock as quoted by the Over The Counter - Bulletin Board Automated
Quotation System on June 28, 2000.
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EXPLANATORY NOTE
In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part 1 of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
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) The Registrant's current report on Forms 8K12G3 and 8K/A filed on
May 11, 2000, and the Amended Current Report on Form 8-K12G3/A on
June 14, 2000.
(b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since May 17, 2000.
(c) The description of Registrant's Common Stock contained in the
Registration Statement on amended Form 10QSB filed with the
Commission on May 16, 2000, and on Form 8-K12G3/A filed with the
Commission on June 14, 2000, under the laws of the Securities
Exchange Act of 1934, including any amendment or report 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 Securities Exchange Act of 1934 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 deregisters 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.
Any statement contained in a document or incorporated or deemed to be
incorporated by reference 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 subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. All
information in this Registration Statement is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding statement.
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Item 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Nevada Business Corporation Act (the "NBCA") including sections
78.751 and 78.7502, permits, in general, a Nevada corporation to indemnify any
person who was or is a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the corporation, or served another
entity in any capacity at the request of the corporation, against liability
incurred in connection with such proceeding including the estimated expenses of
litigating the proceeding to conclusion and the expenses, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof, if such person acted in good faith,
for a purpose he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation and, in criminal actions or proceedings, in
addition had no reasonable cause to believe that his or her conduct was
unlawful. The Act permits the corporation to pay in advance of a final
disposition of such action or proceeding the expenses incurred in defending such
action or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount as, and to the extent, required by
statute. The Act provides that the indemnification and advancement of expense
provisions contained in the NBCA shall not be deemed exclusive of any rights to
which a director or officer seeking indemnification or advancement of expenses
may be entitled.
The Company's Certificate of Incorporation provides, in general, that
the Company shall indemnify, to the fullest extent permitted by The Act, any
officer or director or any former officer or director.
There is no litigation pending, and neither the registrant nor any of
its directors know of any threatened litigation, which might result in a claim
for indemnification by any director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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Item 8. EXHIBITS.
Number Description of Exhibit
------ ----------------------
4.1 -- Agreement dated June 28, 2000 by and between HIV-VAC,
Inc. and Jeffrey E. Jacobson.
5.1 -- Consent of DiRocco & Dombrow, P.A.
5.2 -- Opinion of Jacobson & Colfin, P.C., counsel to the Company.
Item 9. UNDERTAKINGS.
1. The undersigned, Company, hereby undertakes:
(a) To file, during any period in which the Company offers or sells
securities, a post-effective amendment(s) to this registration
statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(2) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and
(3) To include any additional or changed 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 1(a)(1) and 1(a)(2) 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.
(b) 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; and
(c) 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.
2. 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
4
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employee benefit plan's 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission (the "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 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 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 of 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 Las Vegas, Nevada on June 28, 2000.
SIGNATURES
HIV- VAC, INC.
By: /s/
------------------
Gordon Skinner
President
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.
Signature Title Date
--------- ----- ----
/s/ President
------------------ (Principal Executive Officer) and June 28, 2000
Gordon Skinner Chairman of the Board
/s/ Secretary and Director
------------------ (Officer) June 28, 2000
Kevin Murray
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