AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 2000
REGISTRATION NO. 333-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
RUBBER TECHNOLOGY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA
(State or Other Jurisdiction of
Incorporation or Organization)
59-2728052
(I.R.S. Employer
Identification No.)
<PAGE>
3185 E. Washington Blvd.
Los Angeles, CA 90023
(Address of Principal Executive Offices, Including Zip Code)
____________________
Employment Arrangement
Legal Retainer Agreement
Consulting Agreements
(Full Title of the Plans)
____________________
Trevor Webb
President
3185 E. Washington Blvd.
Los Angeles, CA 90023
(323) 268-6842
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
M. Richard Cutler, Esq.
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, California 92660
(949) 719-1977
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share(1) Aggregate Offering Price Registration Fee
----------------------- ------------- ---------------------------- ------------------------- -----------------
Common Stock,
par value $0.0001(2) 720,000 $0.14 $100,800 $26.62
----------------------- ------------- ---------------------------- ------------------------- -----------------
TOTAL REGISTRATION FEE $32.74
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c). Based on the closing price of the Company's
common stock on December 6, 2000.
(2) Represents shares of Common Stock issued to consultants to the Company.
Please refer to the Selling Shareholders section of this document.
<PAGE>
EXPLANATORY NOTE
Rubber Technology International, Inc("RTEK") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register certain shares of common
stock, par value $0.0001 per share, issued to certain selling shareholders.
Under cover of this Form S-8 is a Reoffer Prospectus RTEK prepared in accordance
with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus may be
utilized for reofferings and resales of up to 720,000 shares of common stock
acquired by the selling shareholders.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
RTEK will send or give the documents containing the information specified in
Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). RTEK does not need to file these documents with the
commission either as part of this Registration Statement or as prospectuses or
prospectus supplements under Rule 424 of the 1933 Act.
<PAGE>
14
REOFFER PROSPECTUS
RUBBER TECHNOLOGY INTERNATIONAL, INC.
3185 E. WASHINGTON BLVD.
LOS ANGELES, CALIFORNIA 90023
(323) 268-6842
720,000 SHARES OF COMMON STOCK
The shares of common stock, $0.0001 par value per share, of Rubber Technology
International, Inc. ("RTEK"or the "Company") offered hereby (the "Shares") will
be sold from time to time by the individuals listed under the Selling
Shareholders section of this document (the "Selling Shareholders"). The Selling
Shareholders acquired the Shares pursuant to an employment arrangement,
consulting agreements and for legal services agreements for legal and consulting
services that the Selling Shareholders provided to RTEK.
The sales may occur in transactions on the over-the-counter market maintained by
Nasdaq at prevailing market prices or in negotiated transactions. RTEK will not
receive proceeds from any of the sale the Shares. RTEK is paying for the
expenses incurred in registering the Shares.
The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
without restriction. To the knowledge of the Company, the Selling Shareholders
have no arrangement with any brokerage firm for the sale of the Shares. The
Selling Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act. Any commissions received by a broker or dealer in connection with
resales of the Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.
RTEK's common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board under the symbol "RTEK."
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 8.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
December 7, 2000
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information 2
Incorporated Documents 2
The Company 3
Risk Factors 8
Use of Proceeds 12
Selling Shareholders 13
Plan of Distribution 13
Legal Matters 14
Experts 14
________________________
You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else
to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
RTEK is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required by the Securities Exchange Act of 1934, as amended (the "1934 Act").
You may read and copy any reports, statements or other information we file at
the SEC's Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The SEC allows RTEK to "incorporate by reference" information into this Reoffer
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
<PAGE>
RTEK's Report on Form 8-K, dated March 13, 2000 is incorporated herein by
reference. RTEK's Form 10K-SB, filed with the Commission on March 30, 2000,
RTEK's Form 10-QSB as filed on July 17, 2000 and RTEK's Form 10-QSB/A as filed
on October 27, 2000 are incorporated herein by reference. In addition, all
documents filed or subsequently filed by the Company under Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, before the termination of this offering,
are incorporated by reference.
The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief Financial Officer at RTEK's executive offices, located at 3185 E.
Washington Blvd., Los Angeles, California 90023. RTEK's telephone number is
(323) 268-6842. The Company's corporate Web site address is
http://www.rubbertechnology.com.
THE COMPANY
BUSINESS
General
Rubber Technology International, Inc. ("RTEK") is a Florida corporation
that accepts waste tires from tire retailers, service stations, salvage yards
and from clean up jobs with governmental agencies, private individuals and
companies.
In the early 1990's, Raymond L. Webb and James Mason initiated a business
of cleaning up tire stock piles, collecting and receiving tires for shred and
land filling the remnant portions. This is the dominant business of the
majority of companies in the tire recycling business.
In late 1996, this business was incorporated in Nevada as Rubber Technology
International, Inc. ("RTI-Nevada"). RTEK initiated the preparation of a full
tire recycling facility in Los Angeles, CA. In February 1997, RTI-Nevada
purchased a Florida-based publicly traded corporation, Sunshine Capital, Inc.
(SCI), and through a reverse merger technique became company traded on the
over-the-counter bulletin board maintained by Nasdaq. Concurrently, SCI changed
its name to Rubber Technology International, Inc. ("RTEK").
The common stock of RTI-Nevada was exchanged for the common stock of
Sunshine Capital, Inc. Concurrently, Sunshine changed its name to Rubber
Technology International, Inc. The transaction took the form of a reverse
merger, with the Webb family then owning 3,700,000 shares of RTI common stock
and the original incorporators owning a minor amount. A 300 for one reverse
stock split was effected in February 1997.
<PAGE>
RTEK uses 100% recycled, scrap rubber in a proprietary process to produce a
line of molded rubber products. The scrap tires are reduced in size with
shredders, grinders and cracker millsThe steel and nylon fluff are removed with
magnets and blowers at appropriate stages of the production. As a result of this
process, particles of rubber are produced. The particles are called "Crumb
Rubber", little pieces of rubber in varied sizes from 3/8 inch to 40 mesh.
These materials pass through sizing screens.
RTEK sells Crumb Rubber for that can be used in rubberized running tracks,
tennis courts, rubber railroad crossings, earthquake isolators, traffic safety
devices and rubberized asphalt for roads and for other applications and to
manufacturers of molded products.
RTEK manufactures and sells high quality, recycled rubber for a variety of
applications within the transportation, agriculture, sports and fitness,
playground equipment and manufacturing industries. The Company uses recycled
rubber from scrap tires as the exclusive source of rubber for its own products.
RTEK also sells processed, recycled rubber as a raw material for use by others.
RTEK has increased production of its Crumb Rubber and molded products
through continuous improvements of its manufacturing processes. RTEK is
currently implementing new proprietary production methods that it believes will
permit it to increase production significantly by shortening of the production
cycle. These methods will permit the production of products with a wide variety
of potential applications. RTEK believes that these new processes will also
permit more efficient use of raw materials, thus expanding the use of scrap
tires as a raw material.
The key components of RTEK's expansion strategy include: (1) expanding
production of RTEK's existing product lines by improving the production process;
(2) focusing sales and marketing efforts on the higher value market segments;
(3) development of new products i.e. playground safety surfacing; and ( 4)
establishing additional plants in other locations where large quantities of
scrap tires are located.
RTEK is known for its innovation and production. RTEK is developing new
products and marketing these to industries that are currently using products
made from virgin (new) rubber. RTEK's industry focus is recycled rubber and
molded products. RTEK markets to customers in North America, Europe and the
Pacific Rim.
<PAGE>
Products and Services
The rubber tire recycling industry itself is less than twenty years old.
Over a dozen states in the United States have established methods, criteria and
support for the disposal of used tires. California is an industry leader. Not
only has it mandated requirements on the landfills within the state, eliminating
obligation to accept tires in the landfills, but the California Integrated Waste
Management Board has established grants and other supportive programs for the
businesses within California to foster the growth of all bona fide tire
recyclers. Further, the state has issued mandates allowing and requiring the
use of recycled products. Examples include the use of a mixed rubber and
asphalt slurry solution on most asphalt roads and their repair as well as the
use of rubber byproducts on school playgrounds in place of sand and/or wood
fibers. Rubber is safer, more resilient and less expensive than other
materials.
The Company's product mix includes:
Rubber for garden hose production Through a sub-contractor during the year
2000, the Company intends to commence to annually deliver 4.5 million pounds of
product. Management of the Company anticipates that these requirements could
increase in the event the Company successfully satisfies this contract.
Asphalt Rubber The Company currently delivers rubber to the asphalt
industry.
Playground Fill The Company delivers more than one million pounds annually
to local and out of state schools. This product is ground rubber and fiber to a
3/8" +/- size, without metal. The Company will be initiating an advertising
campaign to promote this product.
Molded Products .There are two forms of molded products, traffic and safety
products that the Company produces from its stockpiles and the Company prepares
on a service basis. Sales of traffic devices have increased to approximately
250,000 pounds annually.
Landscape products, principally comprised of tree rings and borders.
These are produced under contract and sold in WalMart and Target stores
Service Income
The Company receives used tires for shredding and grinding into other
products. For this service the Company is paid a "tipping fee". There is a fee
paid in all jurisdictions for tire recycling but the amount of the fee varies.
In Los Angeles the fee the Company receives ranges from $0.45 to $5.00 per tire.
<PAGE>
Competition
There are very few full recyclers in any areas. For example, in Los
Angeles there are approximately eight companies that take in tires. Of these
companies, all but five simply shred the tires and land fill the shreds, and of
these shredding companies one has approached RTEK to accept shredded tires on a
wholesale basis. The stated goal of the California Governmental Board is to
eliminate the land filling of all tires and to cause all waste tires to be
recycled or reused in some way.
The two companies in Los Angeles that actually recycle tires are RTEK and a
company that only produces rubber for the rubberized asphalt industry. RTEK has
a purchase order from this competitor to cover volume short runs as they occur.
Only RTEK creates a final product from the tires it receives.
Last year, RTEK received almost three million pounds of tires. RTEK can
increase its receipts of tires without significant expense or revenue reduction
by increasing collection sites in other counties or states and thereby increase
its revenues and profits.
Trademarks, Patents, and Other Intellectual Property
RTEK's philosophy is to utilize existing technology in all its production
applications. There are no patents, etc. in RTEK's name and no additional
research and development costs have been incurred in the pursuit of new
processes. All research and development is applied to the research of new and
better products.
Marketing Plan
Tire recycling is a relatively new industry. New products are being
created every day based on the creativity of the inventors and the inherent
characteristics and components of rubber. RTEK has recently identified several
recycled products that it intends to market in the future. Based on its ability
to produce these products, past sales, and discussions with current and
prospective customers, RTEK will concentrate its efforts in (i) mesh for various
products including garden hoses, (ii) playground fill, and (iii) molded
products. The receipt of tipping fees continues to increase as long as tires
are being taken in and products are produced to customers.
Governmental Regulations
Management of the Company is not aware of any significant governmental
regulations on the operation of its business, other than environmental
regulations. Most jurisdictions require a process permit to assure that tire
piles are not allowed to accumulate into a fire hazard and mosquitoes are
controlled. RTEK has permits for its Los Angeles facility.
<PAGE>
Properties
The Company presently has only one production facility, located at 3185
East Washington Blvd, Los Angeles, CA 90023. The Company's telephone number is
(323) 268-6842 and its facsimile number is (323) 268-7328. The Company's
offices contain approximately 1,800 square feet and the Company's production
facility of 17,200 square feet houses all equipment necessary to store shred,
grind and mold used tires into marketable products.
The Company's facility is leased for a monthly rental of $12,848 and has a
term until December 31, 2001, with a five year option to extend.
<PAGE>
RISK FACTORS
In this section we highlight some of the risks associated with RTEK's business
and operations. Prospective investors should carefully consider the following
risk factors when evaluating an investment in the common stock offered by this
Reoffer Prospectus.
CONFLICTS OF INTEREST. Certain conflicts of interest exist between the
Company and its officers and directors. They have other business interests to
which they devote attention, and they may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with their fiduciary duties to the
Company.
POSSIBLE NEED FOR ADDITIONAL FINANCING. The Company has very limited
funds, and such funds may not be adequate to take advantage of any available
business opportunities. Even if the Company's funds prove to be sufficient to
acquire an interest in, or complete a transaction with, a business opportunity,
the Company may not have enough capital to exploit the opportunity. The
ultimate success of the Company may depend upon its ability to raise additional
capital. The Company has not investigated the availability, source, or terms
that might govern the acquisition of additional capital and will not do so until
it determines a need for additional financing. If additional capital is needed,
there is no assurance that funds will be available from any source or, if
available, that they can be obtained on terms acceptable to the Company. If not
available, the Company's operations will be limited to those that can be
financed with its modest capital.
REGULATION OF PENNY STOCKS. The Company's securities are subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other than
established customers or accredited investors. For purposes of the rule, the
phrase "accredited investors" means, in general terms, institutions with assets
in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of
broker-dealers to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop therefore.
In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules, the rules would apply to the
Company and to its securities. The rules may further affect the ability of
owners of Shares to sell the securities of the Company in any market that might
develop for them.
<PAGE>
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a
position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to the Company's securities.
LIMITED OPERATING HISTORY. The Company was formed in October of 1996 for
implementing its business opportunities. The Company has limited operating
history, revenues from operations, or assets. The Company faces all of the
risks of a new business and the special risks inherent in the investigation,
acquisition, or involvement in a new business opportunity. The Company must be
regarded as a new or "start-up" venture with all of the unforeseen costs,
expenses, problems, and difficulties to which such ventures are subject.
NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the
Company will generate revenues or profits, or that the market price of the
Company's Common Stock will be increased thereby.
IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company's limited funds
and the lack of full-time management will likely make it impracticable to
conduct a complete and exhaustive investigation and analysis of a business
opportunity before the Company commits its capital or other resources thereto.
Management decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company
will be particularly dependent in making decisions upon information provided by
the promoter, owner, sponsor, or others associated with the business opportunity
seeking the Company's participation. A significant portion of the Company's
available funds may be expended for investigative expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.
LACK OF DIVERSIFICATION. Because of the limited financial resources that
the Company has, it is unlikely that the Company will be able to diversify its
operations. The Company's probable inability to diversify its activities into
more than one area will subject the Company to economic fluctuations within its
target industry and therefore increase the risks associated with the Company's
operations.
<PAGE>
DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT. The
Company currently has several key individuals who are serving as its officers
and directors. The Company will be heavily dependent upon their skills,
talents, and abilities to implement its business plan, and may, from time to
time, find that the inability of the officers and directors to devote full
time attention to the business of the Company results in a delay in progress
toward implementing its business plan. Because investors will not be able to
evaluate the merits of possible business opportunities by the Company, they
should critically assess the information concerning the Company's officers
and directors.
LACK OF CONTINUITY IN MANAGEMENT. The Company does not have an employment
agreement with any of its officers and directors, and as a result, there is no
assurance that they will continue to manage the Company in the future.
INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company's Articles of
Incorporation provide for the indemnification of its directors, officers,
employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the Company. The
Company will also bear the expenses of such litigation for any of its directors,
officers, employees, or agents, upon such person's promise to repay the Company
therefore if it is ultimately determined that any such person shall not have
been entitled to indemnification. This indemnification policy could result in
substantial expenditures by the Company which it will be unable to recoup.
DIRECTOR'S LIABILITY LIMITED. The Company's Articles of Incorporation
exclude personal liability of its directors to the Company and its stockholders
for monetary damages for breach of fiduciary duty except in certain specified
circumstances. Accordingly, the Company will have a much more limited right of
action against its directors than otherwise would be the case. This provision
does not affect the liability of any director under federal or applicable state
securities laws.
DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the business experience of
its officers and directors, the Company may be required to employ accountants,
technical experts, appraisers, attorneys, or other consultants or advisors. The
selection of any such advisors will be made by the Company's President without
any input from stockholders. Furthermore, it is anticipated that such persons
may be engaged on an "as needed" basis without a continuing fiduciary or other
obligation to the Company. In the event the President of the Company considers
it necessary to hire outside advisors, they may elect to hire persons who are
affiliates, if they are able to provide the required services.
<PAGE>
LEVERAGED TRANSACTIONS. There is a possibility that any acquisition of a
business opportunity by the Company may be leveraged, i.e., the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.
COMPETITION. The search for potentially profitable business opportunities
is intensely competitive. The Company expects to be at a disadvantage when
competing with many firms that have substantially greater financial and
management resources and capabilities than the Company.
NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its Common
Stock and does not anticipate paying such dividends in the foreseeable future.
LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may
consider an acquisition in which the Company would issue as consideration for
the business opportunity to be acquired an amount of the Company's authorized
but un-issued Common Stock that would, upon issuance, represent the great
majority of the voting power and equity of the Company. The result of such an
acquisition would be that the acquired company's stockholders and management
would control the Company, and the Company's management could be replaced by
persons unknown at this time. Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's President could sell his control block of stock at a premium price
to the acquired company's stockholders.
LIMITED PUBLIC MARKET EXISTS. There is a limited public market for the
Company's common stock, and no assurance can be given that a market will
continue or that a shareholder ever will be able to liquidate his investment
without considerable delay, if at all. The market price for the Company's stock
may be highly volatile. Factors such as those discussed in this "Risk Factors"
section may have a significant impact upon the market price of the securities
offered hereby. Owing to the low price of the securities, many brokerage firms
may not be willing to effect transactions in the securities. Even if a
purchaser finds a broker willing to effect a transaction in these securities,
the combination of brokerage commissions, state transfer taxes, if any, and any
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of such securities as collateral for any
loans.
OUR AUDITORS HAVE ADVISED THAT WE HAVE TO OBTAIN ADDITIONAL CAPITAL TO
CONTINUE IN BUSINESS. Our auditors in their report included in our financial
statements have expressed doubt about our ability to continue as a going
company. That risk is primarily dependent on our ability to raise sufficient
money to undertake our business plan. If we do not continue as a business, our
stock would be worth substantially less.
<PAGE>
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. Management believes that
this Report on Form 8-K contains forward-looking statements, including
statements regarding, among other items, the Company's future plans and growth
strategies and anticipated trends in the industry in which the Company operates.
These forward-looking statements are based largely on the Company's control.
Actual results could differ materially from these forward-looking statements as
a result of factors described herein, including, among others, regulatory or
economic influences. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
USE OF PROCEEDS
RTEK will not receive any of the proceeds from the sale of shares of common
stock by the Selling Shareholders.
<PAGE>
SELLING SHAREHOLDERS
The Shares of the Company to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to employment arrangements, and for compensatory benefit
plans with RTEK for legal and consulting services they provided to RTEK. The
Selling Shareholders may resell all, a portion or none of such Shares from time
to time.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of December 7, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
NUMBER OF NUMBER OF % OF SHARES
SHARES SHARES NUMBER OF OWNED BY
SELLING OWNED REGISTERED BY SHARES OWNED SHAREHOLDER
SHAREHOLDERS(1) BEFORE SALE PROSPECTUS AFTER SALE AFTER SALE
----------------- ------------- ------------- ------------ ------------
M. Richard Cutler 1,103,000 (1) 400,000 703,000 2.3%
----------------- ------------- ------------- ------------ ------------
Fred Schmidt 200,000 200,000 0 0.0%
----------------- ------------- ------------- ------------ ------------
Thomas Reichman 50,000 50,000 0 0.0%
----------------- ------------- ------------- ------------ ------------
Tom Scott 45,000 45,000 0 0.0%
----------------- ------------- ------------- ------------ ------------
Lee Huffman 25,000 25,000 0 0.0%
----------------- ------------- ------------- ------------ ------------
</TABLE>
(1) M. Richard Cutler is the sole shareholder of Cutler Law Group, PC which is
RTEK's legal counsel.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the Over-the-Counter
Bulletin Board maintained by Nasdaq, or other exchange, in a negotiated
transaction or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Shareholders may effect
such transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agent (which compensation
may be less than or in excess of customary commissions).
<PAGE>
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.
In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.
There is no assurance that the Selling Shareholders will sell all or any portion
of the Shares offered.
The Company will pay all expenses in connection with this offering and will
not receive any proceeds from sales of any Shares by the Selling Shareholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by the Cutler Law Group, Newport Beach, California. M. Richard Cutler,
the sole shareholder of Cutler Law Group, PC, holds 1,103,000 shares of the
Company's Common Stock.
EXPERTS
The balance sheets as of November 30, 1998 and 1999 and the statements of
operations, shareholders' equity and cash flows for the periods then ended have
been incorporated by reference in this Registration Statement in reliance on the
report of James E. Slayton, CPA, independent accountant, given on the authority
of that firm as experts in accounting and auditing.
<PAGE>
II-6
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) Registrant's Form 8-K for an event on March 12, 2000, filed with the
Commission on March 13, 2000.
(ii) Registrant's Form 10K-SB filed with the Commission on March 30, 2000.
(iii) Registrant's Form 10Q-SB/A filed with the Commission on July 17, 2000.
(iv) Registrant's Form 10Q-SB/A filed with the Commission on October 27, 2000.
(v) All other reports and documents subsequently filed by the Registrant
pursuant after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 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 then remaining
unsold, shall be deemed to be incorporated by reference and to be a part hereof
from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by Cutler Law Group, counsel to the Company.
M. Richard Cutler, the sole shareholder of Cutler Law Group, PC, holds
1,103,000 shares of the Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
<PAGE>
The Corporation Laws of the State of Florida and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities and
expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for advisory and legal services rendered. These
sales were made in reliance of the exemption from the registration requirements
of the Securities Act of 1933, as amended, contained in Section 4(2) thereof
covering transactions not involving any public offering or not involving any
"offer" or "sale".
ITEM 8. EXHIBITS
Exhibit No. Description
----------- -----------
*3.1 Articles of Incorporation
*3.2 Bylaws
5 Opinion of Cutler Law Group with respect to legality of the
securities of the Registrant being registered
23.1 Consent of James Slayton, Certified Public Accountant
23.3 Consent of Cutler Law Group (contained in opinion to be filed
as Exhibit 5)
_______________________
*Incorporated by reference to the Company's Form 8-K filed March 13, 2000.
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.
(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.
<PAGE>
(b) 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
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is 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 Los Angeles, State of California, on December 7,
2000.
Rubber Technology International, Inc.
/s/ Trevor Webb
By: Trevor Webb, 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.
/s/ Trevor Webb President, Chief Executive Officer and Director
______________________
/s/ Fred Schmidt Chief Financial Officer
______________________
/s/ Terrence Burke Director
______________________
