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As filed with the Securities and Exchange Commission on December 20, 2000
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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JAGNOTES.COM INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-0380456
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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226 West 26th Street
Studio D
New York, New York 10001
(Address, including zip code, of Principal Executive Offices)
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JAGNOTES.COM INC.
AMENDMENT TO 1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
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Thomas J. Mazzarisi
Executive Vice President and General Counsel
1200 North Federal Highway
Suite 200
Boca Raton, Florida 33432
(732) 919-0078
(Name, address, and telephone number,
including area code, of agent for service)
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Copy to:
W. Preston Tollinger, Jr., Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
Fax: (212) 309-6273
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
maximum aggregate
Title of securities to Amount to be offering offering Amount of
be registered registered price per share price registration fee (3)
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<S> <C> <C> <C> <C>
Common Stock, $.00001 par value 3,645,556 shares (1) $.30125(2) $1,098,223.75 $289.93
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</TABLE>
(1) Pursuant to Rule 416(a), the number of shares being registered shall
include an indeterminate number of additional shares of common stock or
common stock which may become issuable as a result of stock splits,
stock dividends, or similar transactions in accordance with
anti-dilution provisions of the 1999 Long-Term Incentive Plan.
(2) Calculated pursuant to Rules 457(c) and (h), based upon the average of
the ask and bid prices for the common stock as reported on the Nasdaq
OTC Bulletin Board for December 15, 2000.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: Proposed maximum aggregate offering price per share multiplied
by .000264.
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INCORPORATION BY REFERENCE
Pursuant to an amendment to the Jagnotes.com Inc. 1999 Long-Term
Incentive Plan (the "Incentive Plan"), the number of shares of Common Stock, par
value $0.00001 per share, reserved and available for issuance has been increased
by 3,645,556 shares to total 6,000,000 shares. The registrant previously
registered 2,354,444 shares of Common Stock pursuant to a Registration Statement
on Form S-8, filed with the Securities and Exchange Commission on January 11,
2000 (File No. 333-94423).
The contents of such Registration Statement on Form S-8 (File No.
333-94423) are incorporated herein by reference.
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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 New York, State of New York, on December 20, 2000.
JAGNOTES.COM INC.
By: /s/ Gary Valinoti
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Gary Valinoti, President
Each person whose signature appears below constitutes and appoints Gary
Valinoti, 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 any and all other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto 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, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, 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 below by the following individuals in the
capacities and on the dates indicated.
/s/ Gary Valinoti President, Chief Executive December 20, 2000
------------------------- Officer and Director (Principal
Gary Valinoti Executive Officer)
/s/ Stephen R. Russo Chief Financial Officer December 20, 2000
------------------------- (Principal Financial Officer)
Stephen R. Russo
/s/ Thomas J. Mazzarisi Executive Vice President, December 20, 2000
------------------------- General Counsel and Director
Thomas J. Mazzarisi
/s/ Stephen J. Schoepfer Executive Vice President, Chief December 20, 2000
------------------------- Operating Officer and Director
Stephen J. Schoepfer
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Exhibit Description
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* 5.1 Opinion of Morgan, Lewis & Bockius LLP.
* 23.1 Consent of J.H. Cohn LLP.
* 23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
* 24 Powers of Attorney (included on page II-3 of this Registration
Statement).
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* Filed herewith.
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