As filed with the Securities and Exchange Commission on September 26, 2000
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PLANETGOOD TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 35-2090110
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
7202 East 87th Street
Indianapolis, Indiana 46256
(Address of Principal Executive Offices)
JAKE CANCELI CONSULTING AGREEMENT, DATED SEPTEMBER 11, 2000
(Full Title of the Plan)
Mark W. Smith Copy to:
President and Chief Executive Officer John R. Zerkle
7202 East 87th Street Leagre Chandler & Millard LLP
Suite 109 135 North Pennsylvania Street, Suite 1400
Indianapolis, Indiana 46256 Indianapolis, Indiana 46204
(317) 806-3000 (317) 808-3000
(Name, address and telephone number,
including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Maximum Proposed Maximum
Title of Securities to be Registered Amount to be Offering Price Per Aggregate Offering Amount of
Registered (1) Share Price Registration Fee
-------------------------------------- ---------------------- ----------------------- ----------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 350,000 $1.78125 $623,437.50 $164.59
====================================== ====================== ======================= ======================= ==================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c), based on the average of the bid and asked
prices for the Registrant's Common Stock on September 21, 2000, as
quoted on the NASD Over-The-Counter Bulletin Board.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I, Item 1 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the introductory Note
to Part I of Form S-8.
Item 2. Registrant 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 the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the consulting agreement that is covered by this
Registration Statement are available without charge by contacting Ted P.
O'Brien, Secretary, at (317) 806-3000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of PlanetGood Technologies, Inc. (the
"Registrant") filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
(a)(1) Annual Report on Form 10-KSB of the Registrant filed with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for the Registrant's fiscal year ended December 31, 1999.
(b)(1) Quarterly Report on Form 10-QSB for the Registrant filed with
the Commission pursuant to the Exchange Act, for the Registrant's fiscal quarter
ended March 31, 2000.
(b)(2) Quarterly Report on Form 10-QSB for the Registrant filed with
the Commission pursuant to the Exchange Act, for the Registrant's fiscal quarter
ended June 30, 2000.
(c)(1) The description of the Common Stock of the Registrant contained
under Item 11, "Description of Securities," in the Registrant's Registration
Statement on Form 10-SB filed with the Commission on January 11, 2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Nevada Revised Statute Section 78.037 states that a Nevada
corporation's articles of incorporation may include provisions to the effect
that officers and directors of a corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of fiduciary
duty as an officer or a director, except for liability for: (i) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) distributions as provided in Nevada Revised Statute Section 78.300.
The Registrant's Articles of Incorporation include a provision for directors of
the type permitted by Nevada Revised Statute Section 78.037.
The Registrant's Bylaws provide that it shall indemnify its officers
and directors, and its former officers and directors, against all expenses
(including attorney's fees), claims, judgments, liabilities, and amounts paid in
settlement arising out of his or her services on behalf of the Registrant
subject to the qualifications contained in Nevada law, except that no such
persons shall be indemnified against, or be reimbursed for, any expense incurred
in connection with any claim or liability arising out of his or her own
negligence or willful misconduct. Nevada law also provides that a corporation
cannot indemnify its officers, directors, employees and agents when it asserts a
direct claim against them and a court of competent jurisdiction finds that they
are liable to the corporation except as allowed by a court of competent
jurisdiction.
Nevada law generally provides that a corporation shall have such power
to indemnify officers, directors, employees and agents to the extent they acted
in good faith in a manner they 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 the conduct was unlawful.
Nevada law also generally provides in the event an officer, director, employee
or agent shall be judged liable, enter into a settlement, or any other
resolution of the claim, except when a claim is brought by the corporation, such
indemnification shall apply if approved by the court in which the action was
brought, or by a majority vote of the board of directors (excluding any
directors who were party to such action), or by independent legal counsel in a
written opinion, or by a majority vote of shareholders. Nevada law also
generally provides that in the event an officer, director, employee or agent is
successful on the merits or otherwise in defense of any action, suit or
proceeding, the corporation shall indemnify him or her against expenses
including attorneys' fees.
<PAGE>
Nevada law also permits a corporation to purchase and maintain insurance on
behalf of the corporation's directors and officers. The Registrant had not
purchased such insurance as of the date of this filing.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit Description
No.
3.1 Amended Articles of Incorporation of Registrant, incorporated by reference
to Exhibit 3.1 to the Registrant's Form 10-SB, filed on November 24, 1999
(the "Form 10-SB"), and Exhibit 3.1 to the Registrant's Form 10-QSB for the
quarter ended June 30, 2000.
3.2 By-laws of Registrant, incorporated by reference to Exhibit 3.2 to the Form
10-SB.
5 Opinion of Leagre Chandler & Millard LLP, regarding legality of securities
being offered, including consent.
10 Consulting Agreement, dated September 11, 2000, between the Registrant and
Jake Canceli.
23 Consent of Katz, Sapper & Miller, LLP.
24 Power of Attorney (included on page II-6).
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.
<PAGE>
(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 thereof) 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 (1)(i) and (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 with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference 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.
(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 this
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 Securities 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 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 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 Indianapolis, Indiana, on this 26th day of September, 2000.
PLANETGOOD TECHNOLOGIES, INC.
By:/s/ Mark W. Smith
Mark W. Smith
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints Mark
W. Smith and Gregory P. Urbanski, and each of them, 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 under the
Securities Act of 1933.
<PAGE>
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 the dates indicated.
Date Signature and Title
Date: September 26, 2000 /s/ Mark W. Smith
Mark W. Smith, President, Chief Executive
Officer(Principal Executive Officer) and
a Director
Date: September 26, 2000 /s/ Ted P. O'Brien
Ted P. O'Brien, Vice President, Secretary
and a Director
Date: September 26, 2000 /s/ Gregory P. Urbanski
Gregory P. Urbanski, Chief Financial Officer,
Treasurer(Principal Accounting Officer and
Principal Financial Officer) and a Director
