As filed on May 15, 2000 Registration Statement No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AUTOTRADECENTER.COM INC.
(Exact name of registrant as specified in its charter)
ARIZONA 86-0879572
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8135 EAST BUTHERUS, SUITE 3, SCOTTSDALE, ARIZONA 85260
(Address or principal executive offices) (Zip code)
1997 STOCK OPTION PLAN
WARRANTS ISSUED TO RALPH THOMAS
WARRANTS ISSUED TO ALAN SISKIND
(Full title of plan)
ROGER L. BUTTERWICK, PRESIDENT
AUTOTRADECENTER.COM INC.
8135 EAST BUTHERUS, SUITE 3
SCOTTSDALE, ARIZONA 85260
(Name and address of agent for service)
(480) 951-8040
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share offering price registration fee
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<S> <C> <C> <C> <C>
1997 Stock 2,808,307 $1.8125 (2)<F2> $5,090,056 (2) $1,343.77
Option Plan - shares (1) <F1>
Common Stock,
no par value
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Warrant Issued to 100,000 $1.00 (3)<F3> $100,000 (3) $26.40
Ralph Thomas - shares (1)<F1>
Common Stock,
no par value
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Warrant Issued to 100,000 $1.00 (3)<F3> $100,000 (3) $26.40
Alan Siskind - shares (1)<F1>
Common Stock,
no par value
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$5,290,056 $1,396.57
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<FN>
(1)<F1> Pursuant to Rule 416 under the Securities Act, this Registration
Statement shall also cover any additional shares of the common stock of
the Company which become issuable by reason of any stock split, stock
dividend, recapitalization, or other similar transaction effected
without the Registrant's receipt of consideration which results in an
increase in the number of the outstanding shares of the Registrant's
common stock.
(2)<F2> Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act based upon
the average of the bid and asked prices of the Registrant's Common
Stock on the NASD OTC Bulletin Board on May 11, 2000.
(3)<F3> Calculated pursuant to Rule 457(h) under the Securities Act based on
the exercise price of the warrant issued to the listed individual.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE
The following documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:
(a) Amendment No. 3 to the Form S-1 Registration Statement, SEC
File No. 333-78659, filed on October 12, 1999 which became
effective on October 29, 1999.
(b) Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended September 30, 1999 and December 31, 1999, and
Current Reports on Form 8-K dated February 17, 2000, February
29, 2000, and March 23, 2000, Commission File No. 333-78659.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934 after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold under
this registration statement, 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.
ITEM 4. DESCRIPTION OF SECURITIES
Each share of common stock has one vote with respect to all matters voted upon
by the shareholders.
Holders of common stock are entitled to receive dividends, when and if declared
by our board of directors, out of company funds legally available for the
payment of dividends. We have never declared a dividend on our common stock and
have no present intention of declaring any dividends in the future.
Holders of common stock do not have any preemptive rights or other rights to
subscribe for additional shares, or any conversion rights. Upon a liquidation,
dissolution, or winding up of the affairs of our company, holders of the common
stock will be entitled to share ratably in the assets available for distribution
to such stockholders after the payment of all liabilities and any liquidation
payments due to holders of preferred stock.
All outstanding shares of common stock when issued and paid for, will be fully
paid and not liable for further call or assessment.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Arizona Business Corporation Act and Article 9 of the Registrant's Articles
of Incorporation permit the Registrant to indemnify its officers and directors
and certain other persons against expenses in defense of a suit to which they
are parties by reason of such office, so long as the persons conducted
themselves in good faith
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and the persons reasonably believed that their conduct was in the corporation's
best interests, not opposed to the corporation's best interests, or unlawful.
Indemnification is not permitted in connection with a proceeding by or in the
right of the corporation in which the officer or director was adjudged liable to
the corporation or in connection with any other proceeding charging that the
officer or director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the officer or
director was adjudged liable on the basis that he or she derived an improper
personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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<CAPTION>
Exhibit
Number Description of Document
<S> <C>
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4.1 Articles of Incorporation, as amended (filed as Exhibit 3.1 to the registrant's Registration
Statement on Form S-1, File No. 333-78659, and incorporated herein by reference)
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4.2 Bylaws (filed as Exhibit 3.2 to the registrant's Registration Statement on Form S-1, File No.
333-78659, and incorporated herein by reference)
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4.3 1997 Stock Option Plan (filed as Exhibit 10.1 to the registrant's Registration Statement on
Form S-1, File No. 333-78659, and incorporated herein by reference)
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5.1 Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
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23.1 Consent of Price Kong & Company, P.A.
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23.2 Consent of Neff & Ricci, LLP
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23.3 Consent of Dill Dill Carr Stonbraker & Hutchings,
P.C. (incorporated by reference into Exhibit 5.1)
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99.1 Stock Option Agreement with Ralph Thomas
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99.2 Stock Option Agreement with Alan Siskind
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</TABLE>
ITEM 9. UNDERTAKINGS
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 event 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
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<PAGE>
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent not more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(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.
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 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.
Insofar as indemnification for liability 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Scottsdale, State of Arizona, on May 15, 2000.
AUTOTRADECENTER.COM INC.
By:/s/ Roger L. Butterwick
---------------------------------
Roger L. Butterwick, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statements has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
President, Treasurer and
director (Principal executive,
financial and accounting officer)
/s/Roger L.Butterwick May 15, 2000
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Roger L. Butterwick
Vice President, Secretary and
director
/s/John E. Rowlett May 15, 2000
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John E. Rowlett
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EXHIBIT 5.1
OPINION OF DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.
<PAGE>
May 15, 2000
AutoTradeCenter.com Inc.
8135 East Butherus, Suite 3
Scottsdale, Arizona 85260
Gentlemen:
You have requested our opinion as counsel for AutoTradeCenter.com Inc., an
Arizona corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, and the public offering by the Company of up to
2,808,307 shares of Common Stock issuable upon exercise of options granted under
the Company's 1997 Stock Option Plan, 100,000 shares of Common Stock issuable
upon exercise of warrants issued to Ralph Thomas, and 100,000 shares of Common
Stock issuable upon exercise of warrants issued to Alan Siskind.
We have reviewed your Articles of Incorporation, Bylaws, and such other
corporate records, documents, and proceedings and such questions of law as we
have deemed relevant for the purpose of this opinion. We have also examined the
Registration Statement of your company on Form S-8 in the form to be filed with
the Securities and Exchange Commission on or about May 15, 2000 (the
"Registration Statement").
On the basis of such examination, we are of the opinion that, upon issuance and
sale in the manner described in the Registration Statement, the shares of Common
Stock covered by the Registration Statement will be legally issued, fully paid
and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Fay M. Matsukage
DILL DILL CARR STONBRAKER
& HUTCHINGS, P.C.
EXHIBIT 23.1
CONSENT OF PRICE KONG & COMPANY, P.A.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
AUTOTRADECENTER.COM INC.
We consent to incorporation by reference in the registration statement on Form
S-8 of AUTOTRADECENTER.COM INC. of our report dated August 6, 1998, relating to
the balance sheet of AUTO NETWORK USA, INC., an Arizona corporation as of March
31, 1998, and the related statements of income, stockholders' equity, and cash
flows for the period from inception (July 10, 1997) to March 31, 1998.
Sincerely,
/s/ PRICE, KONG & CO.
Price, Kong & Company, P.A.
Phoenix, Arizona
May 15, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF NEFF & RICCI, LLP
To the Board of Directors
AutoTradeCenter.com, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of AutoTradeCenter.com, Inc. of our report dated June 14, 1999,
relating to the consolidated balance sheet of AutoTradeCenter.com, Inc. and
subsidiaries as of March 31, 1999, and the related consolidated statements of
income, changes in stockholers' equity, and cash flows for the year then ended.
/s/ Neff & Ricci LLP
Albuquerque, New Mexico
May 15, 2000
EXHIBIT 99.1
STOCK OPTION AGREEMENT WITH RALPH THOMAS
<PAGE>
AUTOTRADECENTER.COM INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of March 30, 2000, between AUTOTRADECENTER.COM INC.,
an Arizona corporation (the "Company"), and RALPH THOMAS (the Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. OPTION GRANT. The Company hereby grants to the Optionee an option (the
"Option") to purchase the number of shares of the Company's common
stock (the "Shares"), for an exercise price per share (the "Option
Price") and based upon a Grant Date, all as set forth below:
Shares under option: 100,000
Option Price per Share: $1.00
Grant Date: November 22, 1999
Vesting: November 22, 1999
The Option will be subject to all of the terms and conditions set forth
herein.
2. STOCKHOLDER RIGHTS. No rights or privileges of a stockholder in the
Company are conferred by reason of the granting of the Option. Optionee
will not become a stockholder in the Company with respect to the Shares
unless and until the Option has been properly exercised and the Option
Price fully paid as to the portion of the Option exercised. Upon
exercising the Option, Shares issued shall be subject to SEC Rule 144.
3. TERMINATION. This Option will expire, unless previously exercised in
full, on November 22, 2000, which date is on or prior to the first
anniversary of the Grant Date.
4. OPTIONS NONTRANSFERABLE. No Option will be transferable by the
Optionee other than by Will or the laws of descent and distribution.
During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee.
5. MISCELLANEOUS. This Agreement sets forth the complete agreement of the
parties concerning the subject matter hereof, superseding all prior
agreements, negotiations and understandings. This Agreement will be
governed by the substantive law of the State of Arizona, and may be
executed in counterparts.
The parties hereby have entered into this Agreement as of the date set forth
above.
"Company" "Optionee"
AUTOTRADECENTER.COM INC.
/S/ ROGER L. BUTTERWICK /S/ RALPH THOMAS
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By: Roger L. Butterwick Ralph Thomas
President 6600 North 64th Place
Paradise Valley, AZ 85253
EXHIBIT 99.2
STOCK OPTION AGREEMENT WITH ALAN SISKIND
<PAGE>
AUTOTRADECENTER.COM INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of February 22, 2000, between AUTOTRADECENTER.COM
INC., an Arizona corporation (the "Company"), and Alan Siskind (the Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. Option Grant. The Company hereby grants to the Optionee an option (the
"Option") to purchase the number of shares of the Company's common
stock (the "Shares"), for an exercise price per share (the "Option
Price") and based upon a Grant Date, all as set forth below:
Shares under option: 100,000
Option Price per Share: $1.00
Grant Date: November 22, 1999
Vesting: November 22, 1999
The Option will be subject to all of the terms and conditions set forth
herein.
2. Stockholder Rights. No rights or privileges of a stockholder in the
Company are conferred by reason of the granting of the Option. Optionee
will not become a stockholder in the Company with respect to the Shares
unless and until the Option has been properly exercised and the Option
Price fully paid as to the portion of the Option exercised. Upon
exercising the Option, Shares issued shall be subject to SEC Rule 144.
3. Termination. This Option will expire, unless previously exercised in
full, on November 22, 2000, which date is on or prior to the first
anniversary of the Grant Date.
4. Options Nontransferable. No Option will be transferable by the
Optionee other than by Will or the laws of descent and distribution.
During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee.
5. Miscellaneous. This Agreement sets forth the complete agreement of the
parties concerning the subject matter hereof, superseding all prior
agreements, negotiations and understandings. This Agreement will be
governed by the substantive law of the State of Arizona, and may be
executed in counterparts.
The parties hereby have entered into this Agreement as of the date set forth
above.
"Company" "Optionee"
AUTOTRADECENTER.COM INC.
/s/Roger L. Butterwick /s/Alan Siskind
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By: Roger L. Butterwick Alan Siskind
President 1280 Zircon Lane
Plymouth, MN 55447
