<PAGE>
As filed with the Securities and Exchange Commission on January 2, 2001
Reg. No. __________
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOPCLICK INTERNATIONAL, INC.
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(Exact name of issuer as specified in its charter)
DELAWARE 33-755473
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7676 Hazard Center Drive, Office 10, 5th Floor
San Diego, California 92108
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(Address of principal executive offices, including Zip Code)
RESTRICTED STOCK AWARDS UNDER
CONSULTATION AGREEMENTS
-------------------------------------
(Full title of the plans)
Chris Lewis
7676 Hazard Center Drive, Office 10, 5th Floor
San Diego, California 92108
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(Name and address of agent for service)
(619) 298-8225
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(Telephone number, including area code, of agent for service)
Copy To:
Clifford L. Neuman, Esq.
Neuman, Drennen & Stone, LLC
Temple-Bowron House
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
===========================================================================
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate Amount of
of Securities to be Amount to Price Per Offering Registration
Registered be Registered Share (1) Price (1) Fee
-------------------- -------------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.001 25,000 $.07 $1,750 $ 4.62
par value, issuable
under Bowron
Consultation
Agreement
---------------------------------------------------------------------------
Common Stock, $.001 100,000 $.07 $7,000 $18.48
par value, issuable
under Wilkinson
Consultation
Agreement
---------------------------------------------------------------------------
Total $7,750 $100.00
</TABLE>
(1) Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Act"). The offering price per share and aggregate
offering price are based on the price per share and aggregate offering
price based upon the average of the bid and ask closing price of
Registrant's Common Stock within the five business days prior to December
28, 2000, as reported on OTC Electronic Bulletin Board.
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE>
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by TopClick International, Inc., a Delaware
corporation (the "Company" or the "Registrant") with the Securities and
Exchange Commission ("Commission") are incorporated into this Registration
Statement:
(a) The contents of the Company's Registration Statement on Form SB-2/A-
3 filed with the Commission on December 30, 1999, SEC File No. 333-
82483;
(b) The Company's latest Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2000, as filed with the Commission on November
20, 2000;
(c) The Company's Current Report on Form 8-K, as filed with the
Commission on September 25, 2000;
(d) The Company's Annual Report on Form 10-KSB for the year ended June
30, 2000, as filed with the Commission on November 2, 2000;
(e) A description of the Company's Common Stock, which is contained in
the Form SB-2/A-3 Registration Statement filed by the Company with
the Commission on December 30, 1999, as amended through the date
hereof; and
(f) All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to 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 herein and to be a part of this registration statement
from the date of the filing of such reports and documents.
DESCRIPTION OF SECURITIES
Not applicable.
<PAGE>
<PAGE>
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common stock offered pursuant to the
Consultation Agreements will be passed upon for the Company by Neuman &
Drennen, LLC., Temple-Bowron House, 1507 Pine Street, Boulder, Colorado 80302.
EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE>
<PAGE>
PROSPECTUS
TOPCLICK INTERNATIONAL, INC.
125,000 Shares Common Stock
_________________________________________________
This is an offering of shares of the common stock of TopClick
International, Inc. which are being offered by persons who were issued shares
of our common stock. These persons are referred to in this Prospectus as
"Selling Securityholders." All of the shares of common stock to be sold by
the Selling Securityholders were issued to them as compensation under their
consulting contracts. All of the Selling Securityholders are consultants to
the Company. See the sections entitled "Selling Securityholders" and
"Description of Securities."
Selling Securityholders may sell shares covered by this Prospectus at
prices relating to prevailing market prices or at negotiable prices. Our
common stock is currently traded over-the-counter and traded on the OTC
Electronic Bulletin Board under the symbol "TOCK." On December 29, 2000, the
last reported bid and asked prices of our common stock were $.02 and $.03,
respectively.
We will not receive any proceeds from the resale of the common stock.
For information regarding fees and expenses we may pay in connection with the
registration of the common stock covered by this Prospectus, see the section
entitled "Selling Securityholders."
Investing in our common stock involves a high
degree of risk. You should read the "Risk
Factors" beginning on Page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this Prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The Date of This Prospectus is December __, 2000.
<PAGE>
<PAGE>
Prospectus Summary
This summary highlights important information about our business and
about the offerings. Because it is a summary, it does not contain all the
information you should consider before investing in our securities. Please
read the entire prospectus.
About our Company
Please note that throughout this Prospectus the words "we," "our" or "us"
refers to TopClick International, Inc. and not to any of the Selling
Securityholders.
We have developed and operate a website located at www.topclick.com.
This is a privacy-based information site with thousands of links to privacy
issues, news, books and organizations. The current version of the website was
launched in February 2000.
Our executive officers are located at 7676 Hazard Center Drive, Office
10, 5th Floor, San Diego, California 92108, and our telephone number is (619)
298-8225. Our world wide web address is: http://www.topclick.com.
Information contained in our web site is not part of this prospectus.
Recent Developments
In November, 2000, we closed our executive offices in the United States
and Canada in an effort to conserve our working capital. At the present time,
the Company's offices are located in the residence of our President, Chris
Lewis, in Vancouver, British Columbia.
About the Offering
This is an offering of shares of our common stock by persons who were
issued shares of our common stock.
We refer to these persons as "Selling Securityholders" in this
Prospectus. We are registering the common stock covered by this Prospectus in
order to fulfill the obligations we have under agreements with the Selling
Securityholders.
<PAGE>
<PAGE>
RISK FACTORS
An investment in our securities is speculative and involves a high degree
of risk. Please carefully consider the following risk factors, as well as the
possibility of the loss of your entire investment, before deciding to invest
in our securities.
Our Shares of Common Stock Represent a Highly Speculative Investment
We have been operating at a loss since our formation, and you cannot
assume that our plans will either materialize or prove successful. There is no
assurance that our operations will become profitable. In the event our plans
are unsuccessful, you may lose all or a substantial part of your investment.
We Have a History of Operating Losses, Depletion of Working Capital and
Financial Instability
Since our inception, we have experienced significant net losses and have
accumulated significant deficits. We expect these losses and deficits to
continue for an undetermined period of time. Since the commencement of our
operations, we have earned only limited operating revenues. There can be no
assurance that we will be able to achieve profitable operations or sustained
revenues.
Due to Our History of Operating Losses, Our Auditors Are Uncertain That We
Will Be Able to Continue as a Going Concern
Our consolidated financial statements have been prepared assuming that we
will continue as a going concern. Due to our continuing operating losses and
negative cash flows from our operations, the report of our auditors issued in
connected with our consolidated financial statements for the fiscal year ended
June 30, 2000 contained an explanatory paragraph indicating that the foregoing
matters raised substantial doubt about our abilities to continue as a going
concern. We cannot provide any assurance that we will be profitable in the
future or that we will be able to achieve our business objectives.
We Rely on Key Employees Whose Absence Could Adversely Affect Our Ability to
Execute Our Business Strategy
Our future success will depend in large part on our ability to attract,
motivate and retain highly qualified employees. Competition for these
employees is intense and the process of locating technical and management
personnel with the combination of skills and attributes required to execute
our business strategy is often lengthy. Once these employees are hired, there
can still be intense competition for their services from other businesses,
including other start-up or Internet-related businesses. If we are successful
in implementing our business strategy, additional strain will be placed on our
managerial, operating, financial and other resources. In addition, we are
highly dependent upon the experience, abilities and continued efforts of our
senior management, especially Chris Lewis, our President and Chief Executive
Officer. We do not presently maintain "key man" life insurance with respect
to the members of our senior management. Our inability to attract key
personnel or the loss of the services of one or more of the key members of our
senior management, including Mr. Lewis, could have a material adverse effect
on our business, financial condition or results of operations.
Our Industry is Intensely Competitive
Competition to provide Internet Guides is intense, and we expect the
competition to increase. Our competitors may develop technologies or services
which would render our products obsolete and noncompetitive. We have a lot
of competition which includes, but is not limited to, Browser companies;
Internet Distribution Companies; existing, established providers; Internet
search and directory sites; broadband communications companies; large media
conglomerates; commercial and non-commercial computer operating systems
companies; software development companies; directory companies (e.g. Yellow
Pages); and Bookmark Managers.
Many of our existing competitors have longer operating histories in the
Web market, greater name recognition, larger customer bases and databases and
significantly greater financial, technical and marketing resources.
Competitors may be able to undertake more extensive marketing campaigns, adopt
more aggressive pricing policies and make more attractive offers to potential
employees, distribution partners, advertisers and content providers. We can
give no assurance that our competitors will not develop Web search and
retrieval services that are equal or superior to ours or that achieve greater
market acceptance than ours in the areas of name recognition, performance,
and ease of use. We can give no assurance that other Web content providers
will not be perceived by advertisers as having more desirable Web sites for
placement of advertisements. In addition, a number of our competitors have
established collaborative relationships with other Web content providers.
Accordingly, we can give no assurance that we will be able to retain
advertisers or maintain or increase users on our network or that competitors
will not experience greater growth in the number of users than we do. We can
give no assurance that we will be able to compete successfully against our
current or future competitors.
We May Incur Expenses or Suffer a Loss of Business If Our Network Fails
Our success will depend in part upon our ability to support a complex
network infrastructure and avoid damage from fires, earthquakes, floods, power
losses, telecommunications failures and similar events. The occurrence of a
natural disaster or other unanticipated problems at our network operations
center or at any of our regional operating locations could cause interruptions
in our services. Any damage or failure that causes interruptions in our
operations could have a material adverse effect on our business, financial
condition or results of operations.
We Will Rely on Use of Computer and Telecommunications Infrastructure
Provided by Third Parties
Our success will depend on our continued investment in sophisticated
telecommunications and computer systems and computer software. We anticipate
making significant investments in the acquisition, development and maintenance
of such technologies and we believe that such expenditures will be necessary
on an on-going basis. Computer and telecommunication technologies are evolving
rapidly and are characterized by short product lifecycles, which requires us
to anticipate technological developments. We can give no assurance that we
will be successful in anticipating, managing or adopting such technological
changes on a timely basis or that we will have the resources available to
invest in new technologies. Our business is dependent on our computer and
telecommunications equipment and software systems, the temporary or permanent
loss of which, through physical damage or operating malfunction, could have a
material adverse effect on our business. Operating malfunctions in the
software systems of financial institutions, market makers and other parties
might have an adverse affect on our operations. We depend on service provided
by various local and long distance telephone companies. A significant
increase in the cost of telephone services that is not recoverable through an
increase in the price of our services, or any significant interruption in
telephone services, could have a material adverse effect on our business.
Additionally, as we continue to introduce new services that use new
technologies, we may be required to license technology from third parties.
There can be no assurance that these licenses will be available on
commercially reasonable terms, if at all. Our inability to obtain any of
these licenses could result in delays or reductions in the introduction of
new services or could adversely affect our existing business.
We May Lose Customers If We Are Unable to Respond to Technological Change in
the Industry
Our market is characterized by rapid technological developments, frequent
new product introductions and evolving industry standards. The emerging nature
of these products and services and their rapid evolution will require that we
continually improve the performance, features and reliability of our system,
particularly in response to our competition. We can provide no assurance that
we will be successful in responding quickly, cost effectively or sufficiently
to these developments. In addition, we may be required to make substantial
expenditures in order to adapt to new Internet technologies or standards.
These expenditures could have a material adverse effect on our business,
financial condition or results of operations.
We Are Highly Dependant on the Acceptance and Growth of the Internet
Acceptance of our services is substantially dependent upon the widespread
adoption of the Internet for commerce, entertainment and communications. As
is typical in rapidly developing markets, demand for and market acceptance of
Internet products and services are subject to a high level of uncertainty. In
addition, issues concerning the commercial use of the Internet remain
unresolved and may affect the growth of Internet use, especially in the
markets that we will target. Despite growing interest in the commercial
possibilities for the Internet, we believe that many businesses and
individuals have been deterred from purchasing Internet access services for a
number of reasons including:
* inconsistent quality of service;
* limited availability of cost effective, high-speed service;
* difficulty in integrating business applications on the Internet; and
* inadequate protection of the confidentiality of stored data and
information moving across the Internet.
The adoption of the Internet for commerce and communications,
particularly by those enterprises that have historically relied upon
alternative means of commerce and communication, generally requires
understanding and acceptance of a new way of conducting business and
exchanging information. In particular, enterprises that have already invested
substantial resources in other means of conducting commerce and exchanging
information, or in relationships with other Internet service providers, may be
reluctant and slow to adopt a new strategy that may make their existing
personnel, infrastructure or Internet service provider relationship obsolete.
Failure of the Internet market to develop or unexpectedly slow development of
the Internet market may have a material adverse affect on our business,
financial condition or results of operations.
We may lose customers or incur significant expenses as a result of
security breaches of our network. Despite our implementation of security
measures, our networks may be vulnerable to unauthorized access, computer
viruses and other disruptive problems. Internet service providers and online
service providers have in the past experienced, and may in the future
experience, interruptions in service as a result of the accidental or
intentional actions of Internet users, current and former employees or others.
A person gaining unauthorized access to our network may be able to view and
download confidential information stored on our systems or the systems of our
subscribers. We could be found liable to our subscribers for unauthorized
access and we may lose potential subscribers if they perceive our system to be
unsafe. Although we have implemented industry standard security measures,
similar measures have been circumvented in the past, and we can provide no
assurance that measures we implement will not be circumvented in the future.
Eliminating computer viruses and alleviating other security problems may
require interruptions, delays or cessation of our services, which could have a
material adverse effect on our business, financial condition or results of
operations.
We May Incur Liability Related to Our Network Technology or the Information or
Content on Our Website
We may face liability under federal, state or foreign laws for
defamation, copyright, trademark or patent infringement, negligence, obscenity
or other claims related to the information or data on our network or the
technology used in our network. This potential liability may require us to
expend substantial resources or discontinue some of our services. Although we
carry general liability insurance, our insurance may not cover or fully
indemnify us for all liability that we may incur. Any imposition of liability
that is not covered by insurance or is in excess of insurance coverage could
have a material adverse effect on our business, financial condition or results
of operations.
We are Subject to Regulatory and Related Influences
The Internet is subject to changing political, economic and regulatory
influences, any of which could have a material adverse effect on our business.
For example, during the past several years, various Internet directory service
and telecommunications industries have been subject to an increase in
governmental and international regulation. Certain proposals to reform the
telecommunications and Internet systems are periodically considered by the
appropriate regulators. These proposals could increase government involvement
in Internet services and otherwise change the operating environment for our
customers. We cannot predict what impact, if any, such factors might have on
our business.
We are Subject to Market Forces Beyond Our Control
Many Internet directory service providers are consolidating to
create Internet directory service delivery systems with greater regional
market power. As a result, these systems could have greater bargaining
power, which may result in lower prices for our products. Our failure to
maintain adequate prices would have a material adverse effect on our
business. Changes in current Internet directory service reimbursement
systems could result in the need for unplanned product enhancements,
in delays or cancellations, or in the revocation of endorsement of our
services. Our results of operations may vary from period to period due to a
variety of factors, including our research and development, our introduction
of new products or services, cost increases from third-party service
providers, changes in marketing and sales expenditures, acceptance of our
products and services, competitive pricing, unforeseen marketing and
promotional expenses, unforeseen negative publicity, competition and
general economic and industry conditions that affect demand.
Future Capital Needs and Uncertainty of Additional Funding
Our working capital is extremely limited and there can be no assurance
that we will be able to obtain additional financing on acceptable terms, or at
all. We have expended substantial funds on research and development. If we
fail to obtain additional financing, we will have to limit or eliminate our
research and development activities, or reduce or eliminate our marketing
programs, either of which would have a material adverse effect on our ability
to compete.
Future Sales of Additional Shares of Our Common Stock into the Market May
Depress the Market Price of Our Common Stock
We have issued common stock, options and warrants to purchase our common
stock, and preferred stock which is convertible into our common stock. In the
future, we may issue additional common stock, options, warrants, preferred
stock or other securities exercisable to purchase or convertible into our
common stock. Sales of these shares of our common stock or the market's
perception that these sales could occur may cause the market price of our
common stock to fall. These sales also might make it more difficult for us to
sell equity or equity-related securities in the future at a time and price
that we deem appropriate or to use equity as consideration for future
acquisitions.
The Events Described in Forward-looking Statements We Make in this Prospectus
May Not Occur
This prospectus contains forward-looking statements as that term is
defined in the federal securities laws. Generally, these statements relate to
business plans or strategies, projected or anticipated benefits or other
consequences of our plans or strategies, projected or anticipated benefits
from acquisitions made or to be made by us, or projections involving
anticipated revenues, earnings or other aspects of our operating results. The
words "may," "will," "expect," "believe," "anticipate," "project," "plan,"
"intend," "estimate," "continue," their opposites and similar expressions are
intended to identify forward-looking statements. We caution readers that
these statements are not guarantees of future performance or events and are
subject to a number of uncertainties, risks and other influences, many of
which are beyond our control, that may influence the accuracy of the
statements and the projections upon which the statements are based, including
but not limited to the factors discussed in the risk factors described above.
Any one or more of these uncertainties, risks and other influences could
materially affect our results of operations and whether forward-looking
statements made by us ultimately prove to be accurate. Our actual results,
performance and achievements could differ materially from those expressed or
implied in these forward-looking statements. We undertake no obligation to
publicly update or revise any forward-looking statements, whether from new
information, future events or otherwise.
The Public Trading Market for our Common Stock is Illiquid and Highly Sporadic
While there currently exists in the over-the-counter market a limited and
sporadic public trading market for our common stock, we cannot be sure that
the market will improve in the future. As a result, the investors in our
stock may not be able to liquidate their investment without considerable
delay, if at all. If a more active market does develop, the price of our
stock may be highly volatile. The over-the-counter markets for securities
such as ours historically have experienced extreme price and volume
fluctuations during certain periods. These broad market fluctuations and
other factors, such as new product developments and trends in the Company's
industry and the investment markets generally, as well as economic conditions
and quarterly variations in the Company's results of operations, may also
adversely affect the market price of our common stock.
<PAGE>
<PAGE>
ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
You may read and copy any document we file at the Commission's Public
Reference Rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on the Public Reference Rooms. You can also obtain copies of our
Commission filings by going to the Commission's website at http://www.sec.gov.
We have filed with the Commission a Registration Statement on Form S-8 to
register the shares of our common stock to be sold by the Selling
Securityholders. This Prospectus is part of that Registration Statement and,
as permitted by the Commission's rules, does not contain all of the
information set forth in the Registration Statement. For further information
with respect to us or our common stock, you may refer to the Registration
Statement and to the exhibits filed as part of the Registration Statement.
You can review a copy of the Registration Statement and its exhibits at the
public reference room maintained by the Commission and on the Commission's
website as described above.
FORWARD-LOOKING STATEMENTS
This prospectus contains statements that plan for or anticipate the
future. Forward-looking statements include statements about the future of our
industry, statements about our future business plans and strategies, and most
other statements that are not historical in nature. In this prospectus,
forward-looking statements are generally identified by the words "anticipate,"
"plan," "believe," "expect," "estimate," and the like. Although we believe
that any forward-looking statements we make in this prospectus are reasonable,
because forward-looking statements involve future risks and uncertainties,
there are factors that could cause actual results to differ materially from
those expressed or implied. For example, a few of the uncertainties that
could affect the accuracy of forward-looking statements, besides the specific
factors identified above in the Risk Factors section of this prospectus,
include:
* changes in general economic and business conditions affecting our
industry;
* changes in our business strategies; and
* the level of demand for our products.
In light of the significant uncertainties inherent in the forward-looking
statements made in this prospectus, particularly in view of our early stage of
operations, the inclusion of this information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved.
<PAGE>
SELLING SECURITYHOLDERS
The Selling Securityholders are offering to sell 125,000 shares of our
common stock covered by this prospectus. All of the Selling Securityholders
are consultants to the Company and received their shares of common stock as
compensation under their consultation agreements.
The following table lists the Selling Securityholders eligible to sell
shares of common stock under this Prospectus, the number of shares
beneficially owned by each Selling Securityholder prior to this Offering, and
the maximum number of shares each Selling Securityholder may sell under this
Prospectus. We will not receive any of the proceeds from the sale of our
common stock by the Selling Securityholders. The number of shares owned by
each Selling Securityholder after the Offering will depend upon the number of
shares actually sold by each Selling Securityholder.
<TABLE>
<CAPTION>
Number of Maximum Number of
Shares Number of Shares
Beneficially Shares to be Beneficially
Owned Prior Sold in Owned after
to Offering(1) Offering Offering Percent
------------- -------- ------------ -------
<S> <C> <C> <C> <C>
Shannon Wilkinson 100,000 100,000 -0- -0-
Adam Bowron 25,000 25,000 -0- -0-
---------
125,000
____________________
</TABLE>
(1) The number of shares indicated includes shares acquired directly
from us at the time of hire by the Selling Shareholders as well as
shares which are issuable upon the exercise of currently vested
options or options which will vest over a period of 60 days from the
date of filing of this Prospectus by the Selling Securityholders.
If the Selling Securityholders sell all of the shares of common stock
covered by this Prospectus and do not acquire any additional shares, none of
the Selling Securityholders would own any shares of our common stock after the
completion of this Offering.
We will pay all expenses to register the shares, except that the Selling
Securityholders will generally pay any underwriting and brokerage discounts,
fees and commissions, specified attorneys' fees and other expenses to the
extent applicable to them.
We have agreed to indemnify the Selling Securityholders and certain
affiliated parties against specified liabilities, including liabilities under
the Securities Act of 1933, as amended, in connection with this Offering. The
Selling Securityholders have agreed to indemnify us and our directors and
officers, as well as any persons controlling our Company, against certain
liabilities, including liabilities under the Securities Act. Insofar as
indemnification for liabilities under the Securities Act may be permitted to
our directors or officers, or persons controlling our Company, we have been
advised that in the opinion of the SEC this kind of indemnification is against
public policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable.
<PAGE>
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds when Selling Securityholders sell shares
of common stock under this Prospectus.
PLAN OF DISTRIBUTION
Selling Securityholders may sell their shares of common stock either
directly or through a broker-dealer or other agent at prices related to
prevailing market prices or at negotiated prices, in one or more of the
following kinds of transactions:
* Transactions in the over-the-counter market;
* Transactions on a stock exchange that lists our common stock, or
transactions negotiated between Selling Securityholders and
purchasers, or otherwise.
Broker-dealers or agents may purchase shares directly from a Selling
Securityholder or sell shares to someone else on behalf of a Selling
Securityholder. Broker-dealers may charge commissions to both Selling
Securityholders selling common stock and purchasers buying shares sold by a
Selling Securityholder. If a broker buys shares directly from a Selling
Securityholder, the broker may resell the shares through another broker, and
the other broker may receive compensation from the Selling Securityholder for
the resale.
To the extent required by laws, regulations or agreements we have made,
we will use our best efforts to file a Prospectus supplement during the time
the Selling Securityholders are offering or selling shares covered by this
Prospectus in order to add or correct important information about the plan of
distribution for the shares.
In addition to any other applicable laws or regulations, Selling
Securityholders must comply with regulations relating to distributions by
Selling Securityholders, including Regulation M under the Securities Exchange
Act of 1934, as amended.
Some states may require that registration, exemption from registration or
notification requirements be met before Selling Shareholders may sell their
common stock. Some states may also require Selling Securityholders to sell
their common stock only through broker-dealers.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 99,980,000 shares of common
stock, par value $.001 per share and 20,000 shares of preferred stock, $.001
par value. The following summary of provisions applicable to our common stock
and preferred stock is subject to, and qualified in its entirety by, our
Certificate of Incorporation and Bylaws and by the provisions of applicable
law.
As of November 30, 2000, 15,128,215 shares of our common stock were
outstanding and held of record by 197 holders of record. There are no shares
of preferred stock issued or outstanding.
Each holder of shares of common stock is entitled to one vote for each
share held on all matters submitted to a vote of holders of common stock. The
common stock does not have cumulative voting rights, which means that holders
of more than 50% of the shares of common stock are able to elect all of our
directors and, in this event, the holders of the remaining shares would not be
able to elect any directors. Each share of common stock is entitled to
participate equally in dividends, if, as and when declared by our Board of
Directors, and in the distribution of assets in the event of liquidation,
subject in all cases to any prior rights of outstanding shares of preferred
stock. We have never declared or paid cash dividends on our common stock and
it is our present intention not to pay any cash dividends to holders of common
stock but to reinvest our earnings, if any. The shares of common stock have no
preemptive, conversion or other subscription rights and there are no
redemption or sinking fund provisions applicable to the common stock. The
outstanding shares of common stock are, and all shares of common stock offered
by this prospectus will be, upon issuance and sale, duly authorized, validly
issued, fully paid and nonassessable. Our Board of Directors has the
authority, without further shareholder approval, to issue up to all of the
99,980,000 shares of common stock and 20,000 shares of preferred stock
authorized by our charter. The issuance of common stock could, among other
things and under some circumstances, have the effect of delaying, deferring or
preventing a change of control without any action by our shareholders.
LEGAL MATTERS
The validity of the resale of the common stock offered hereby will be
passed upon for the Company by Neuman & Drennen, LLC of Boulder, Colorado.
EXPERTS
The audited financial statements of TopClick International, Inc. as of
June 30, 2000 as for the fiscal years ended June 30, 2000 and June 30, 1999,
incorporated by reference in this Registration Statement, have been audited by
Davidson & Company, LLP, Independent Public Accountants, and are included
herein in reliance upon the authority of said firm as experts in accounting an
auditing.
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You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different. This Prospectus is not an offer to sell common
stock and is not soliciting an offer to buy common stock in any state where
the offer or sale is not permitted.
TopClick International, Inc.
Common Stock
125,000 Shares
December ____, 2000
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any of its directors or officers who was or is a party or is
threatened to be made a party to any third party proceeding by reason of the
fact that such person is or was a director or officer of the corporation
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that such person's
conduct was unlawful. In a derivative action, i.e., one by or in the right of
a corporation, the corporation is permitted to indemnify any of its directors
or officers against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and
only to the extent that the court in which such action or suit was brought
shall determine upon application that such person is fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of
liability.
Article VIII of the Company's currently effective Certificate of
Incorporation eliminates the personal liability of its directors for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any 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) under Section 174
of the Delaware General Corporation Law or (iv) for any transaction from which
the director derived an improper personal benefit. In addition, as permitted
by Section 145 of the Delaware General Corporation Law, the Bylaws of the
Company provide that: (a) the Company is required to indemnify its directors
and officers and persons serving in such capacities in other business entities
(including, for example, subsidiaries of the Company) at the Company's request
(such directors, officers and other persons are collectively, "Covered
Persons"), to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary; (b)
the Company is required to advance expenses, as incurred to such Covered
Persons in connection with defending a proceeding; (c) the indemnitee(s) of
the Company have the right to bring suit, and to be paid the expenses of
prosecuting such suit if successful, to enforce the rights to indemnification
under the Bylaws or to advancement of expenses under the Bylaws; (d) the
rights conferred in the Bylaws are not exclusive and the Company is authorized
to enter into indemnification agreements with such directors, officers and
employees; (e) the Company is required to maintain director and officer
liability insurance to the extent reasonably available; and (f) the Company
may not retroactively amend the Bylaws indemnification provision in a way that
is adverse to such Covered Persons.
The Company also maintains a limited amount of director and officer
insurance. The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Company and its officers or directors, may
be sufficiently broad to permit indemnification of the Company's officers and
directors for liability arising under the Securities Act of 1933, as amended
(the "1933 Act").
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EXHIBITS
Exhibit
Number Description
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*3.1 Certificate of Incorporation
*3.2 Amendment to Certificate of Incorporation
*3.3 Bylaws
*4.2 Specimen Common Stock Certificate
5.1 Opinion of Neuman & Drennen, LLC relating to the issuance
of shares of Common Stock pursuant to the Consultation
Agreements.
23.1 Consent of Neuman & Drennen, LLC
23.2 Consent of Davidson & Company, LLP, Chartered Accountants
24.1 Power of Attorney. Reference is made to Signature page.
99.1 Bowron Consultation Agreement
99.2 Wilkinson Consultation Agreement
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* Filed as an exhibit to the Form SB-2/A-3 Registration Statement, as
amended through the date hereof, filed with the Commission on December 30,
1999, which is incorporated herein by this reference.
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UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
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) (Section 230.424(b) of
this chapter) 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)(i) and (a) (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 issuer pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporate by reference in the
registration statement.
(b) That, for the purposes of determining any liability under the
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; and
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
3. The undersigned Registrant hereby undertakes to deliver, or cause to
be delivered with the Prospectus, to each person to whom the Prospectus is
sent or given, the latest annual report to Securityholders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the Prospectus,
to deliver, or cause to be delivered to each person to whom the Prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the Prospectus to provide such interim financial information.
4. Insofar as indemnification for liabilities arising under the 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 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
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 Vancouver, British
Columbia, Canada, on December 4, 2000.
TOPCLICK INTERNATIONAL, INC.
By: /s/ Chris Lewis
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Chris Lewis
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Chris Lewis and Grant Lee, and each or
any one of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for him and in his 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 all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes or 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 Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Position Date
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/s/ Chris Lewis President, Director and 1/2/01
------------------- Chief Executive Officer
Chris Lewis
