As filed with the Securities and Exchange Commission on November 28, 2000.
File No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
FONECASH, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3530573
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
90 Park Avenue, Suite 1700
New York, NY 10016
(Address of Principal Executive Offices)
Consulting Agreement of John Taylor
(Full title of the plan)
Consulting Agreement of Donald Sheppard
(Full title of the plan)
Retainer Agreement
(Full title of the plan)
Daniel E. Charboneau, President
90 Park Avenue, Suite 1700
New York, NY 10016
(Name and address of agent for service)
(212) 984-0641
(Telephone number, including area code, of agent for service)
----------------------
Copies to:
Jeffrey A. Rinde, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212) 972-1677
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
---------------- -------------- --------------- --------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, 250,000 $ 0.5312 $ 132,800 $ 35.05(2)
par value $.0001 shares(1)
per share
---------------- -------------- --------------- --------------- ------------------
Common Stock, 150,000 $ 0.5312 $ 79,680 $ 21.04(4)
par value $.0001 shares(3)
per share
---------------- -------------- --------------- --------------- ------------------
Common Stock, 200,000 $ 0.5312 $ 106,240 $ 28.05(6)
par value $.0001 shares(5)
per share
---------------- -------------- --------------- --------------- ------------------
TOTAL 600,000 shares $ 318,720 $ 100.00
---------------- -------------- --------------- --------------- ------------------
<FN>
(1) Represents 250,000 shares of Common Stock to be issued to a consultant as
compensation for services rendered pursuant to his consulting agreement.
(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the bid and
asked price as of November 20, 2000.
(3) Represents 150,000 shares of Common Stock to be issued to a consultant as
compensation for services rendered pursuant to his consulting agreement.
(4) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the bid and
asked price as of November 20, 2000.
(5) Common Stock issued to the Registrant's general counsel for legal services
rendered.
(6) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the bid and
asked price as of November 20, 2000.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission
("Commission") either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in the registration statement in Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
This Registration Statement on Form S-8 (the "Registration Statement") of
FoneCash, Inc., a Delaware corporation, (the "Registrant") covers 600,000 shares
of the Registrant's common stock, par value $.0001 per share ("Common Stock").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) Registration of Securities on Form 10-SB/A filed on June 12,
2000.
(b)(i) Quarterly Report on Form 10-QSB/A filed on June 19, 2000 for
the quarter ended March 31, 2000.
(ii) Quarterly Report on Form 10-QSB filed on August 14, 2000 for
the quarter ended June 30, 2000.
(iii) Quarterly Report on Form 10-QSB filed on November 22, 2000 for
the quarter ended September 30, 2000.
(c) The description of securities contained in the Registrant's
Registration of Securities pursuant to Section 12(g) of the Act dated June 12,
2000.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
("Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities registered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
<PAGE>
Any statement contained herein or 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 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns 200,000 shares of Common Stock of the Registrant which shares are
being registered herein.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable in connection with a proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation. In the case of a criminal action or
proceeding, the director or officer must have had no reasonable cause to believe
that the person's conduct was unlawful. The DGCL also provides that
indemnification is not exclusive, and a corporation may make any other or
further indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, however no indemnification shall be made
in respect of any claim which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court of Chancery or
the court in which such action was brought shall determine that, despite the
adjudication of liability but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. However, according to the certificate of incorporation a
director will be liable (i) for breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
liability under Section 174 of the DGCL, or (iv) for any transaction from which
the director derived any improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
---------- -----------
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
23.1 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.2 * Consent of Stewart H. Benjamin Certified Public Accountant,
PC.
<PAGE>
24.1 * Powers of Attorney (included on p. II-4 of this
Registration Statement).
99.1 *Consulting Agreement between the Registrant and John Taylor
dated November 20, 2000.
99.2 *Consulting Agreement between the Registrant and Donald
Sheppard dated November 20, 2000.
-------------
* Filed herewith.
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 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;
(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
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (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 herein, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, NY on the 28th day of November, 2000.
FONECASH, INC.
By: /s/ Daniel E. Charboneau
--------------------------------
Daniel E. Charboneau, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 28th day of November, 2000.
SIGNATURE TITLE
--------- -----
/s/Daniel E. Charboneau Chief Executive Officer, President
------------------------- and Chairman
Daniel E. Charboneau
/s/John Jiann-Shong Wu Director
-------------------------
John Jiann-Shong Wu
/s/ Daniel S. MacDonald Director
-------------------------
Daniel S. MacDonald
/s/Arthur Murphy Director
-------------------------
Arthur Murphy
/s/ Carmine Auditore Director
-------------------------
Carmine Auditore
/s/John Gill Vice President, Chief Financial Officer
-------------------------
John Gill
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel E. Charboneau, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorney-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 28th day of November, 2000.
SIGNATURE TITLE
--------- -----
/s/Daniel E. Charboneau Chief Executive Officer, President
------------------------- and Chairman
Daniel E. Charboneau
/s/John Jiann-Shong Wu Director
-------------------------
John Jiann-Shong Wu
/s/ Daniel S. MacDonald Director
-------------------------
Daniel S. MacDonald
/s/Arthur Murphy Director
-------------------------
Arthur Murphy
/s/ Carmine Auditore Director
-------------------------
Carmine Auditore
/s/John Gill Vice President, Chief Financial Officer
-------------------------
John Gill
II-4
<PAGE>
EXHIBIT INDEX
INDEX AND DESCRIPTION OF EXHIBITS
EXHIBIT NO. DESCRIPTION
---------- -----------
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
23.1 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.2 * Consent of Stewart H. Benjamin Certified Public Accountant,
PC.
24.1 * Powers of Attorney (included on p. II-4 of this
Registration Statement).
99.1 *Consulting Agreement between the Registrant and John Taylor
dated November 20, 2000.
99.2 *Consulting Agreement between the Registrant and Donald
Sheppard dated November 20, 2000.
-------------
* Filed herewith.
<PAGE>
