UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
E-COM TECHNOLOGIES CORP.
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(Exact name of registrant as specified in its charter)
Nevada 98-0199981
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Suite 388 - 1281 West Georgia Street,
Vancouver, British Columbia, Canada V6E 3J7
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(Address of Principal Executive Offices) (Zip Code)
E-COM TECHNOLOGIES CORP. 2000 STOCK INCENTIVE PLAN
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(Full title of the plan)
JAMES MALISH
E-COM TECHNOLOGIES CORP.
SUITE 388 - 1281 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6E 3J7
(Name and address of agent for service)
(604) 608-6336
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(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
BERNARD PINSKY
CLARK, WILSON, BARRISTERS AND SOLICITORS
#800 - 885 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA, CANADA, V6C 3H1
TELEPHONE: (604) 687-5700
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Securities to Amount to be Maximum Offering Maximum Aggregate Amount of
be Registered Registered Price Per Share Offering Price Registration Fee
---------------------- ---------------- ------------------ ------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, with . . A maximum of
par value $0.001 . . . 1,250,000 shares $ 0.25(1) $ 312,500(1) $ 78.13(1)
---------------------- ---------------- ------------------ ------------------- ------------------
<FN>
(1) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee, being the price at which the
options may be exercised pursuant to E-Com Technologies Corp.'s 2000 Stock Incentive Plan and its
form of Stock Option Agreement.
(2) The Company's 2000 Stock Incentive Plan authorizes the issuance of a maximum of 1,250,000
common shares all of which are being registered hereunder. There are also registered, pursuant to
Rule 415, such additional indeterminate number of shares as may be issued as a result of the
anti-dilution provision of the 2000 Stock Incentive Plan.
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
In accordance with the rules and regulations of the Securities and Exchange
Commission, the documents containing the information called for in Part I of
Form S-8 will be sent or given to individuals who participate in the Company's
2000 Stock Incentive Plan, effective December 11, 2000 (the "2000 Plan") and who
either consent to and execute the Company's form of stock option agreement (the
"Agreement"), copies of which are filed or included with this Form S-8 (Exhibits
4.1 and 4.2 respectively), or make other arrangements satisfactory to the
Company to obtain from the Company an incentive stock issuance under the 2000
Plan.
This Registration Statement relates to the offering of a maximum of 1,250,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
2000 Plan.
ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in Section 10(a) Prospectus) and other documents
required to be delivered to the individuals who participate in the 2000 Plan,
pursuant to Rule 428(b) are available without charge by contacting:
E-Com Technologies Corp.
Suite 388 - 1281 West Georgia Street
Vancouver, British Columbia, Canada V6E 3J7
Attention: The President
(Telephone: (604) 608-6336)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed by the Company with the United States Securities
and Exchange Commission (the "SEC") is incorporated into this Registration
Statement by reference:
1. The description of the Company's shares contained in the Registration
Statement on Form 10-SB (SEC File Number 000-31503), filed with the SEC on
September 11, 2000, including all amendments and reports for the purpose of
updating such description;
2. The Company's Form 8-K Current Report, filed on December 6, 2000; and
3. The Company's Form 10-QSB Quarterly Report, filed on December 22, 2000.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
You may read and copy any reports, statements or other information filed at the
SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. The Company's filings are also available to the public on the
internet at the SEC's website at http:\\www.sec.gov, and from commercial
document retrieval services, such as Primark, whose telephone number is
1-800-777-3272.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Revised Statutes ("NRS") Section 78.7502, Title 7 (Business
Associations, Securities, Commodities), Chapter 78 (Private Corporations)
provides as follows with respect to the indemnification of Directors and
Officers:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he 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 his conduct was unlawful. The
<PAGE>
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Pursuant to NRS 78.751:
1. Any discretionary indemnification under NRS 78.7502, unless ordered by a
court or advanced pursuant to subsection 2, may be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
The Company's By-Laws
Article V of the By-laws of the Company contains provisions to limit the
liability of directors and officers as follows:
Every officer or director of the Company shall be indemnified by the Company
against all expenses and liabilities, including counsel fees, reasonably
incurred by or imposed upon him/her in connection with any proceeding to which
he/she may be made a party, or in which he/she may become involved, by reason of
being or having been a director or officer of the Company or is or was serving
at the request of the Company as a director or officer of the Company,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director or officer at the time such expenses are
incurred, except in such cases wherein the director or officer is adjudged
guilty of wilful misfeasance or malfeasance in the performance of his/her
duties; provided that in the event of a settlement the indemnification herein
shall apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Company.
The Company shall provide to any person who is or was a director or officer of
the Company or is or was serving at the request of the Company as a director or
officer of the Company, partnership, joint venture, trust or enterprise, the
indemnity against expenses of suit, litigation or other proceeding which is
specifically permissible under applicable law.
The Board of Directors may, at its discretion, direct the purchase of liability
insurance by way of implementing the provisions of this Article.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 E-Com Technologies Corp. 2000 Stock Incentive Plan
4.2 Form of Stock Option Agreement
5 Opinion of Clark, Wilson
23.1 Consent of Clark, Wilson (included in Exhibit 5)
23.2 Consent of Auditor (G. Brad Becksted)
24 Power of Attorney (included in signature page)
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The Company 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, as amended (the "Securities Act").
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
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 the 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question 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 Company
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, in the Province of British Columbia, on
the 8th day of January, 2001.
E-Com Technologies Corp.
/s/ James Malish
James Malish, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints James Malish his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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
date indicated.
(Signature) /s/ James Malish
James Malish
(Title) President Chairman of the Board/Director
(Date) January 8, 2001
(Signature) /s/ Ron Jorgensen
Ron Jorgensen
(Title) Chief Financial Officer, Secretary and Treasurer
(Date) January 8, 2001
(Signature) /s/ Kyle Werier
Kyle Werier
(Title) Vice President - Corporate Development
(Date) January 8, 2001
(Signature) /s/ R. Scott Irwin
R. Scott Irwin
(Title) Director
(Date) January 8, 2001
