Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
STANFIELD EDUCATIONAL ALTERNATIVES, INC.
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(Exact name of Registrant as specified in its charter)
(Formerly know as: INNOVATIVE TECHNOLOGY SYSTEMS, INC.)
Florida 65-0386286
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1025 S. Semoran Blvd.
Suite 1093
Winter Park, Florida 33792
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(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
(full name of the plans)
Larry Stanfield
1025 S. Semoran Blvd.
Suite 1093
Winter Park, Florida 33792
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(Name and address of agent for services)
(407) 679-1126
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(Telephone number, including area code, of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33432
(561) 330-9903
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
Total Number of Pages: 10
Exhibit Index begins on sequentially numbered page: 7
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
<S> <C> <C> <C> <C>
No Par 750,000 [1] $0.37 [2] $277,500 $77.15
Common
</TABLE>
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[1] Represents shares issued pursuant to consulting agreements
for continued services by officers, attorneys, directors and
consultants to the Registrant, including services related to
sales and marketing of the Company's products and promotional
services with respect to Registrant's business establishment
with franchisees and related franchise agreements, all of the
foregoing in furtherance of the Registrant's business.
[2] Pursuant to Rule 457(h), the maximum aggregate offering
price (estimated solely for the purpose of calculating the
registration fee based upon the average of the bid and asked
price of the Registrant's Common Stock as June 23, 2000.)
<PAGE>
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Stanfield Educational Alternatives, Inc. has heretofore
entered into agreements with third party consultants, attorneys,
officers and directors with respect to the issuance of shares of
the Registrant's common stock for services to the Registrant.
In consideration for increasing the scope of the continuing
services rendered and to be rendered to the Registrant until
such time as the Registrant shall generate sufficient cash flow
from operations in order to compensate its officers, directors,
attorneys and consultants, the Registrant has prepared this Form
S-8 registration statement to provide for the issuance of
shares, as described below.
The Registrant has agreed to issue Seven Hundred Fifty
Thousand (750,000) shares pursuant to an employee benefit plan
and for continued representation by the Company's corporate
attorney and consultants.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide each employee, consultant and
attorney covered by this registration, without charge upon their
written or oral request the documents incorporated by reference
herein in Item 3 of Part II of this Registration Statement. The
Registrant shall also provide the employee and attorneys,
without charge, upon their written or oral request, with all
other documents required to be delivered to participants,
pursuant to Rule 428(b) under the Act. Any and all such
requests shall be directed to the Registrant at its place of
business as reflected in this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commissions are incorporated herein by reference:
(a) The Registrant's Form 10-KSB, filed April 14, 2000
and Registrant's Form 10-QSB, filed May 11, 2000.
<PAGE>
Item 4. Description of Securities.
The Registrant has authorized 50,000,000 shares of common
stock, No Par Value of which 7,680,876 are issued and
outstanding. Holders of Registrant's Common Stock are entitled
to one vote per share on each matter submitted to a vote of
stockholders. Shares of Common Stock do not carry cumulative
voting rights and, therefore, holders of the majority of the
outstanding shares of Common Stock are able to elect the entire
board of directors and, if they do so, minority shareholders
would not be able to elect any members of the board of
directors. Holders of Common Stock are entitled to receive such
dividends as the board of directors may from time to time
declare out of funds legally available for the payment of
dividends. During the last two fiscal years, the Registrant has
not paid cash dividends on its Common Stock and does not
anticipate that it will pay any cash dividends in the
foreseeable future.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation do not provide
for indemnification of officers or directors. The By-Laws of
the Corporation does not provide for indemnification of officers
and directors of the corporation.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits
are annexed hereto:
Exhibit I. See Exhibits in Exhibit Index following the
Signature Page hereof.
Item 9. Undertakings:
The undersigned Registrant hereby undertakes:
(a) 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.
(b) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement.
(c) That for the purpose of determining any liability
under the Securities Act of 1933, as amended, each such post-
<PAGE>
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.
(d) The undersigned Registrant hereby undertakes that,
for the purposes of determining any liability under the Securities
Act of 1933, as amended, 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.
(e) Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, 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 against such liabilities (other than payment by
the Registrant of expenses paid or incurred 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.
SIGNATURE PAGE
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The Registrant, pursuant to the requirements of the
Securities Act of 1933, as amended, 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 the
undersigned, thereunto duly authorized, in the City of Winter
Park, Florida on the 26th day of June, 2000.
Stanfield Educational Alternatives, Inc.
/s/ Larry Stanfield
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By: Larry Stanfield
Title: President, Chief Executive
Officer and Director
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registration Statements has been signed by the
following persons in the capacities and on the date indicated.
Dated: Winter Park, Florida
June 26, 2000
Stanfield Educational Alternatives, Inc.
/s/ Larry Stanfield
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By: Larry Stanfield
Title: President, Chief Executive
Officer and Director
<PAGE>
EXHIBIT INDEX
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EXHIBIT NUMBER ITEM
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I Opinion regarding legality
II Letter on audited financial information
(consent of accountants)
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