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As filed with the Securities and Exchange Commission on January 11, 2000
Registration No. 333-_____
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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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1415 Wyckoff Road
2nd Floor
Farmingdale, New Jersey 07727
(Address, including zip code, of Principal Executive Offices)
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JAGNOTES.COM INC.
1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
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Thomas J. Mazzarisi
Executive Vice President and General Counsel
1415 Wyckoff Road
2nd Floor
Farmingdale, New Jersey 07727
(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
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 (4)
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<S> <C> <C> <C> <C>
Common Stock, $.00001 par value 2,099,444 shares (1) $5.21875(3) $10,956,473.38 $2,892.51
255,000 $2.00(2) $510,000 $134.64
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Total 2,354,444 $11,466,473.38 $3,027.15
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(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 Rule 457(h) for the purpose of calculating the
registration fee, based upon the price at which outstanding options under
the 1999 Long-Term Incentive Plan, and options under certain agreements
with consultants may be exercised.
(3) 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 January 6, 2000.
(4) 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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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I 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 (the "Act"),
and the Explanatory Note to Part I of this Registration Statement on
Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by us with the Securities and Exchange
Commission ("SEC") are incorporated by reference into this Registration
Statement:
(a) Our Registration Statement on Form SB-2 (Registration No.
333-84189) filed with the SEC on July 30, 1999, and Amendment No. 1 to such
Registration Statement, filed September 30, 1999, Amendment No. 2 to such
Registration Statement, filed October 26, 1999, and Amendment No. 3 to such
Registration Statement filed January 4, 2000.
All reports and other documents subsequently filed by us pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of
which is 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 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.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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The Company's By-Laws and Articles of Incorporation and certain
provisions of the Nevada Revised Statutes provide for indemnification of
directors and officers against certain liabilities. Officers and directors of
the Company are indemnified generally against expenses actually and reasonably
incurred in connection with actions, suits or proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, and, in
any criminal matter, had reasonable cause to believe that their conduct was not
unlawful.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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Exhibit Description
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4.1 Articles of Incorporation, incorporated by reference to
Amendment No. 1 to the Registration Statement of JagNotes.com
Inc. on Form SB-2, Registration No. 333-84189.
4.2 By-Laws, incorporated by reference to Amendment No. 1 to the
Registration Statement of JagNotes.com Inc. on Form SB-2,
Registration No. 333-84189.
4.3 JagNotes.com Inc. 1999 Long-Term Incentive Plan, incorporated
by reference to Amendment No. 2 to the Registration Statement
of JagNotes.com Inc. on Form SB-2, Registration No. 333-84189.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Stephen Russo, CPA.
23.2 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-4 of this Registration
Statement).
Item 9. Undertakings.
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(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;
(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; and
(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 registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
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(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 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC 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 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.
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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 Farmingdale, State of New Jersey, on January 11,
2000.
JAGNOTES.COM INC.
By /s/ Gary Valinoti
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 January 11, 2000
Gary Valinoti Executive Officer and
Director (Principal
Executive Officer)
/s/ Stephen R. Russo Chief Financial Officer January 11, 2000
Stephen R. Russo (Principal Financial
Officer)
/s/ Thomas J. Mazzarisi Executive Vice January 11, 2000
Thomas J. Mazzarisi President, General
Counsel and Director
/s/ Stephen J. Schoepher Executive Vice January 11, 2000
Stephen J. Schoepher President, Chief
Operating Officer and
Director
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Exhibit Description
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4.1 Articles of Incorporation, incorporated by reference to Amendment No. 1
to the Registration Statement of JagNotes.com Inc. on Form SB-2,
Registration No. 333-84189.
4.2 By-Laws, incorporated by reference to Amendment No. 1 to the
Registration Statement of JagNotes.com Inc. on Form SB-2, Registration
No. 333-84189.
4.3 JagNotes.com Inc. 1999 Long-Term Incentive Plan, incorporated by
reference to Amendment No. 2 to the Registration Statement of
JagNotes.com Inc. on Form SB-2, Registration No. 333-84189.
5.1 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Stephen Russo, CPA.
23.2 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-4 of this Registration
Statement).
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Exhibit 5.1
[Letterhead of Morgan, Lewis & Bockius LLP]
January 11, 2000
JagNotes.com Inc.
1415 Wyckoff Road
2nd Floor
Farmingdale, New Jersey 07727
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to JagNotes.com Inc., a Nevada corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8, including the exhibits thereto (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), for the
registration by the Company of 2,354,444 shares (the "Shares") of Common Stock,
par value $.00001 per share, which may be issued under the Company's 1999
Long-Term Incentive Plan (the "Plan").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Plan, the Articles of Incorporation of the Company, the By-Laws
of the Company, and such other documents, records and other instruments of the
Company as in our judgment are necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the following opinion:
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The Shares, when issued in accordance with the terms of the Plan,
and for a consideration per Share of not less than the par value per Share, will
be duly authorized, validly issued, fully paid and non-assessable.
We are expressing the opinions above as members of the Bar of the State
of New York and express no opinion as to any law other than the General
Corporation Law of the State of Nevada.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP
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Exhibit 23.1
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
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I hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of my report dated October 12, 1998, related to the
consolidated financial statements of JagNotes.com Inc. for the year ended July
31, 1999, which report appears in the Prospectus of Amendment No. 3 to the
Registration Statement (No. 333-84189) on Form SB-2 previously filed by
JagNotes.com Inc. with the Securities and Exchange Commission.
Stephen R. Russo, CPA
/s/ Stephen R. Russo
Farmingdale, New Jersey
January 11, 2000
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated October 8, 1999 related
to the consolidated financial statements of JagNotes.com Inc. as of July 31,
1999 and for the year then ended, which report appears in the Prospectus of
Amendment No. 3 to the Registration Statement (No. 333-84189) on Form SB-2
previously filed by JagNotes.com Inc. with the Securities and Exchange
Commission.
J.H. Cohn LLP
/s/ J.H. Cohn LLP
Roseland, New Jersey
January 11, 2000
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