<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2000
REGISTRATION NO. 000-27267
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
I/OMAGIC CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
NEVADA 88-0290623
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
---------------------
I/OMagic Corporation
6 Autry
Irvine, CA 92618
(949) 727-7466
----------------
(Address of Registrant's principal executive offices, including zip code)
---------------------
ADVISOR COMPENSATION PLAN
(Full title of the Plan)
Paracorp Incorporated
318 N. Carson Street, Suite 208
Carson City, NV 89701
(888) 972-7273
(Name, address and telephone number of agent for service)
---------------------
COPIES TO:
Lawrence W. Horwitz, Esq.
Horwitz & Beam
Two Venture Plaza, Suite 350
Irvine, CA 92618
--------------------
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share Price
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 Par Value(1) 40,000 $2.75 $110,000 $29.04
===================================================================================================================
</TABLE>
- ------------
1 Consists of 40,000 shares of common stock issuable for counseling and
advisory services to Horwitz & Beam.
2 The registration fee is based upon the closing bid price of the Shares as
of April 19, 2000 calculated pursuant to Rule 457(c).
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
<PAGE>
Form S-8 Item Number
and Caption Caption in Prospectus
--------------------- ---------------------
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed
Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holder
8. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holder
9. Description of Securities to be Description of Securities;
Registered
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position Indemnification of Directors
on Indemnification for Securities and Officers; Undertakings
Act Liabilities
DATED: APRIL 25, 2000
<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in the
registration statement:
The Company's Annual Report on Form 10-KSB filed for the year ended
December 31, 1999 and description of the Company's Common Stock contained in the
Company's Form 10-SB dated January 11, 2000, as amended.
All other documents filed in the future by Registrant after the date of
this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Bylaws and the Nevada General Corporation Law provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
The Company's Certificate of Incorporation further provides that a
director of the Company shall not be personally liable for monetary damages to
the Company or its shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company 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
the unlawful payments of dividends or stock redemption by the Company or (iv)
for any transaction from which the director derives an improper personal
benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4.1 Retainer Agreement with Horwitz & Beam, dated September 28, 1993
4.2 Amendment to Retainer Agreement with Horwitz & Beam, dated
January 24, 2000
5 Opinion of Horwitz & Beam, consent included, relating to the
issuance of the shares of securities pursuant to the Retainer
Agreement
23.1 Consent of Horwitz & Beam
23.2 Consent of Singer Lewak Greenbaum & Goldstein LLP
II-1
<PAGE>
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:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(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;
(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, including
(but not limited to) any addition or election of a managing underwriter.
(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 offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby 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 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 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 that 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Irvine, State of California, on April 25, 2000.
I/OMAGIC CORPORATION
By: /s/ Tony Shahbaz
----------------------------------
Tony Shahbaz, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ Tony Shahbaz Chief Executive Officer, President April 25, 2000
- ------------------------- Secretary, Chief Financial Officer, Director
Tony Shahbaz
/s/ Anthony Andrews Vice President, Director April 25, 2000
- -------------------------
Anthony Andrews
/s/ Daniel Hou Director April 25, 2000
- -------------------------
Daniel Hou
</TABLE>
II-3
<PAGE>
<PAGE>
EXHIBIT 4.1
RETAINER AGREEMENT WITH
HORWITZ & BEAM
DATED SEPTEMBER 28, 1993
<PAGE>
LAW OFFICES OF
HORWITZ, CUTLER & BEAM
TWO VENTURE PLAZA
SUITE 380
IRVINE, CALIFORNIA 92718
(714) 453-0300
(310) 842-8574
FAX: (714) 453-9416
Lawrence W. Horwitz, Esq. * Also Admitted in Texas
M. Richard Cutler, Esq.*
Gregory B. Beam, Esq.
Lawrence R. Bujold, Esq.
Lawrence M. Cron, Esq.
Duncan H. Taylor, Jr., Esq.
October 5, 1993
Mr. Tony Shahbaz
I/OMAGIC CORPORATION
41 LaCosta Court
Laguna Beach, California 92651
RE: LEGAL REPRESENTATION
Dear Mr. Shahbaz:
This is to confirm our understanding whereby you have engaged this firm
to represent you and your company with respect to the incorporation of I/OMagic
Corporation (hereinafter referred to as the "Matter"). At your request, we may
also undertake to represent you with respect to other ongoing and new matters.
California law requires lawyers to have written fee contracts with their
clients. This letter, when signed by you, will constitute the written fee
contract required by California law. In connection therewith, our understanding
and agreement is as follows:
1. We will undertake to advise you in connection with the Matter and
any other matters you ask us to undertake. We will undertake to prepare such
documents as may be required to effect the foregoing.
2. There can be no assurances, and we make no guarantees,
representations or warranties as to the particular results from our services and
the response and timeliness of action by any governmental official or
department.
3. You understand that the accuracy and completeness of any document
prepared by us is dependent upon your alertness to assure that it contains all
material facts which might be important and that such documents must not contain
any misrepresentation of a material fact nor omit information necessary to make
the statements therein not misleading. To that end, you agree to review, and
confirm to us in writing that you have reviewed, all materials for their
accuracy and completeness prior to any use thereof. You also acknowledge that
this responsibility continues in the event that the materials become deficient
in this regard.
4. We will undertake the incorporation of your corporation for a flat
rate fee of $1,500.00. Any other additional matters, will be $150.00 per hour
for partners and $125.00 per hour for associates. We will begin our
representation of you upon receipt of a retainer check in the amount of
$2,000.00. We will bill you monthly with the understanding that, except as set
forth otherwise herein, unless otherwise agreed to by us, you will pay
<PAGE>
the full amount of each statement within ten days after your receipt thereof.
Amounts past due for 30 days or more will be charged a finance charge of 18% per
annum.
5. Except as set forth above, fees do not include incidental costs and
expenses such as copying charges, long distance telephone charges, messenger
charges, filing fees, court costs and facsimile charges. The other costs will be
billed to you or, in the case of certain expenses such as corporate filing
costs, you will be requested to provide such amounts in advance. You agree to
pay all expenses advanced by the firm and to provide expenses in advance to the
extent requested by the firm.
6. With respect to any new matters, hourly fees do not include
incidental costs and expenses such as copying charges, long distance telephone
charges, messenger charges, and facsimile charges. These costs will be billed to
you on a monthly basis. You agree to pay all expenses advanced by the firm and
to provide expenses in advance to the extent requested by the firm.
7. The firm reserves the right to immediately withdraw its
representation in the event that (i) we discover any misrepresentation of
information provided to us, or (ii) you and any of your affiliates engages in
any conduct or activities contrary to our advice which in our opinion would
constitute a violation of applicable law. In the event legal action is required
to collect any amounts due hereunder, you agree to pay legal fees and expenses
required to collect such amounts.
8. We will consult with you on all major decisions and will attempt to
keep you fully informed of the status of the preparation of documents and
responses to filings, if any, as well as our recommended strategies. You should
feel free to call at any time if you have any questions or wish to discuss any
aspect of this matter.
9. You are advised that the Firm maintains errors and omissions
insurance coverage applicable to the services to be rendered.
10. This Agreement shall be governed by the laws of the State of
California and venue for any action hereunder shall be in Orange County,
California.
If this letter correctly sets forth your understanding and agreement
with respect to the matters mentioned above, please execute and return one copy
of this letter.
Very truly yours,
HORWITZ, CUTLER & BEAM
/s/ Lawrence W. Horwitz
------------------------
Lawrence W. Horwitz
The undersigned hereby confirms and agrees that this letter, executed and
effective this _____ day of ______________ 1993, sets forth my understanding and
agreement.
I/O MAGIC CORPORATION
By: /s/ Tony Shahbaz
---------------------------
Tony Shahbaz, President
<PAGE>
EXHIBIT 4.2
AMENDMENT TO RETAINER AGREEMENT WITH
HORWITZ & BEAM,
DATED JANUARY 24, 2000
<PAGE>
LAW OFFICES OF
HORWITZ & BEAM
TWO VENTURE PLAZA, SUITE 350
IRVINE, CALIFORNIA 92618
(949) 453-0300
(310) 842-8574
FAX: (949) 453-9416
Gregory B. Beam, Esq. Patti L.W. McGlasson, Esq.
Lawrence W. Horwitz, Esq. K. William Pergande, Esq.
Lynne Bolduc, Esq. John Y. Igarashi, Esq.
Lawrence M. Cron, Esq. Christopher T. Jain, Esq.
Ralph R. Loyd, Esq. Matteo G. Daste, Esq.
Mark S. Dodge, Esq.
E-mail: [email protected] of Counsel
January 24, 2000
Mr. Tony Shahbaz
I/OMagic Corporation
6B Autry
Irvine, CA 92618
RE: LEGAL REPRESENTATION
Dear Mr. Shahbaz:
On September 28, 1993, the Company entered into a Retainer Agreement
(the "Retainer Agreement") with Horwitz & Beam pursuant to which Horwitz & Beam
agreed to provide legal services to the Company commencing as of the date of the
agreement. The term of the Retainer Agreement shall be until either party
terminates the agreement. Under the terms of the Retainer Agreement, Horwitz &
Beam is to represent, advise, and counsel the Company concerning general
business and corporate matters.
The Company wishes to continue the engagement of Horwitz &Beam in a
proposed arbitration proceeding by the Company (the "Matter") and wishes to pay
for some of the services rendered in the Matter with Shares of Common Stock with
registration rights on Form S-8. Therefore, this Agreement shall amend our
Retainer Agreement to provide for the registration of Form S-8 of 40,000 Shares
payable to Horwitz &Beam under the same terms as contained in the Retainer
Agreement.
COMPENSATION
In connection with the Retainer Agreement, the Company has agreed to
register on Form S-8 40,000 shares of Common Stock of the Company over the term
of the Retainer Agreement and which are not being administered by either the
Board of Directors of the Company or any committee of the Board of Directors
organized for that purpose. The Company agrees to compensate Horwitz & Beam for
services rendered in connection with the Matter in accordance with the following
terms:
$100 per hour payable in the form of stock issuable at $2.00 per share,
up to a maximum of 40,000 Share with Form S-8 registration rights ("Compensation
Shares"). All Compensation Shares shall have no lock-up period and Horwitz &
Beam shall have the right to immediately trade such Compensation Shares on the
public securities markets.
<PAGE>
HORWITZ & BEAM
January 24, 2000
Page 2
RESTRICTIONS UNDER SECURITIES LAWS
The sale of any shares of Common Stock must be made in compliance with
federal and state securities laws. Officers, directors and 10% or greater
stockholders of the Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under the Federal Securities Laws,
should be aware that resales by affiliates can only be made pursuant to an
effective Registration Statement, Rule 144 or any other applicable exemption.
Officers, directors and 10% and greater stockholders are also subject to the
"short swing" profit rule of Section 16(b) of the Securities Exchange Act of
1934. Section 16(b) of the Exchange Act generally provides that if an officer,
director or 10% and greater stockholder sold any Common Stock of the Company
acquired pursuant to the exercise of a stock option or warrant, he would
generally be required to pay to the Company and "profits" resulting from the
sale of the stock and receipt of the stock option. Section 16(b) exempts all
option exercises from being treated as purchases and, instead, treats an option
grant as a purchase of the underlying security, which grant/purchase may be
matched with any sale of the underlying security within six months of the date
of grant.
If this letter correctly sets forth your understanding and agreement
with respect to the matters mentioned above, please execute and return one copy
of this letter.
Very truly yours,
HORWITZ & BEAM
/s/ Lawrence W. Horwitz
---------------------------
Lawrence W. Horwitz
The undersigned hereby confirms and agrees that this letter, executed and
effective this 24th day of January, 2000, sets forth my understanding and
agreement.
I/OMAGIC CORPORATION
By: /s/ Tony Shahbaz
--------------------------
Tony Shahbaz
Title: President
<PAGE>
EXHIBIT 5
OPINION OF HORWITZ & BEAM RELATING TO
ISSUANCE OF SECURITIES PURSUANT TO THE
RETAINER AGREEMENT
<PAGE>
LAW OFFICES OF
HORWITZ & BEAM
TWO VENTURE PLAZA
SUITE 350
IRVINE, CALIFORNIA 92618
(949) 453-0300
(310) 842-8574
FAX: (949) 453-9416
Gregory B. Beam, Esq. Patti L.W. McGlasson, Esq.
Lawrence W. Horwitz, Esq. K. William Pergande, Esq.
Lynne Bolduc, Esq. John Y. Igarashi, Esq.
Lawrence M. Cron, Esq. Christopher T. Jain, Esq.
Ralph R. Loyd, Esq. Matteo G. Daste, Esq.
Mark S. Dodge, Esq.
E-mail: [email protected] of Counsel
April 5, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: I/OMAGIC CORPORATION
Ladies and Gentlemen:
This office represents I/OMAGIC CORPORATION, a Nevada corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 40,000 shares of the Registrant's
Common Stock issuable upon exercise of options issued to Horwitz & Beam for
performance of certain legal representation, advisory, and counseling services
(the "Registered Securities"). In connection with our representation, we have
examined such documents and undertaken such further inquiry as we consider
necessary for rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal
Matters" in the Prospectus which is a part of the Registrant's Form S-8
Registration Statement relating to the Registered Securities, and we hereby
consent to such use of our name in such Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in connection with
the registration of the Registered Securities for offer and sale in such states.
HORWITZ & BEAM
/s/ Horwitz & Beam
-------------------
<PAGE>
EXHIBIT 23.1
CONSENT OF HORWITZ & BEAM RELATING TO
ISSUANCE OF SHARES OF SECURITIES PURSUANT TO THE ABOVE
RETAINER AGREEMENT
<PAGE>
CONSENT OF HORWITZ & BEAM
We hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form S-8 of our opinion dated April 5, 2000 relating
to the registration of the Securities, as therein defined, of I/OMAGIC
CORPORATION, a Nevada corporation, which is attached as Exhibit 5 therein.
Dated: April 25, 2000 HORWITZ & BEAM, INC.,
a California corporation
By: /s/ Lawrence W. Horwitz
-----------------------------
Lawrence W. Horwitz
Its: Vice President
<PAGE>
EXHIBIT 23.2
CONSENT OF
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP RELATING TO
ISSUANCE OF SHARES OF SECURITIES PURSUANT TO THE ABOVE
RETAINER AGREEMENT
<PAGE>
CONSENT OF
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 and in the related Prospectus, of our report
dated March 16, 2000, relating to the financial statements of I/OMagic
Corporation, included in the Annual Report on Form 10-KSB for the years ended
December 31, 1999 and 1998. We also consent to the reference to our Firm under
the caption "Experts" in such Prospectus.
/s/ Singer Lewak Greenbaum & Goldstein LLP
- --------------------------------------------
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
April 26, 2000
