As filed with the Securities and Exchange Commission on December 8, 2000
File No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DIGITAL BRIDGE, INC.
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(Name of Small Business Issuer in its Charter)
Nevada 86-0409147
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(State or other jurisdiction of (I.R.S. Employer Identification no.)
incorporation or organization)
21436 N. 20th Avenue, Suite 4
Phoenix, Arizona 85027
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (623) 773-3644
DIGITAL BRIDGE, INC.
2000 STOCK INCENTIVE PLAN
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(Full title of the plan)
John C Flanders, Jr.
DIGITAL BRIDGE, INC.
21436 N. 20th Avenue, Suite 4
Phoenix, Arizona 85027
Telephone Number: (623) 773-3644
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(Name, address and telephone number of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT MAXIMUM AGGREGATE REGISTRATION
TO BE TO BE OFFERING OFFERING FEE (1)
REGISTERED REGISTERED PRICE PRICE
PER SHARE
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<S> <C> <C> <C> <C>
Common Stock 3,000,000 (2) $ 0.45 $ 1,350,000 $ 270
.001 par value
<FN>
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the closing sale price
of the Company's Common Stock on December 6, 2000 as reported on the OTC
Bulletin Board.
(2) Represents the maximum number of shares which may be issued under the
DIGITAL BRIDGE, INC. 2000 Stock Incentive Plan (the "Plan").
</TABLE>
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
All 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(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
All 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(b)(1) under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
1. The Registrant's Form 10-SB filed with the Securities and Exchange
Commission (the "Commission").
2. The Registrant's Form 10-KSB for the fiscal year ended June 30, 2000,
as filed with the Commission.
3. The Registrant's Form 10-KSB/A for the fiscal year ended June 30,
2000, as filed with the Commission.
4. The Registrant's Form 8-K Current Report filed with the Commission on
September 25, 2000.
5. The Registrant's Form 8-K/A filed with the Commission on November 20,
2000.
6. The Registrant's Form 10-QSB for the Three Month Period Ended
September 30, 2000, as filed with the Commission.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date hereof or prior to the filing
of a post-effective amendment which indicates that all securities
registered hereby 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 with the Commission. Any statement contained in a document
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 a subsequently filed document
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 part of this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant has 55,000,000 shares of authorized capital stock,
consisting of 50,000,000 shares of common stock, $.001 par value per share
("Common Stock"), and 5,000,000 shares of preferred stock, $.001 par value per
share ("Preferred Stock").
Common Stock. Each holder of Common Stock is entitled to one vote for each
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share held of record on all matters to be voted on by the stockholders. The
holders of Common Stock vote in one class. There is no cumulative voting with
respect to the election of directors. The holders of the Common Stock are
entitled to receive dividends when, as and if declared by the board of directors
out of funds legally available therefor. In the event of liquidation,
dissolution or winding up of the Registrant, the holders of Common Stock are
entitled to share ratably in all assets remaining available for distribution to
them after payment of liabilities and after provision has been for any class of
stock that may be granted in the future having preference over Common Stock.
Holders of Common Stock, as such, have no conversion, preemptive or other
subscription rights, and there are no redemption provisions applicable to the
Common Stock. All of the outstanding shares of Common Stock are fully paid and
nonassessable. The approval of holders of a majority of the outstanding shares
of Common Stock is required to vary the rights of the Common Stock.
Preferred Stock. The Preferred Stock may be issued in series from time to
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time with such designations, rights, preferences and limitations as the board of
directors may declare by resolution. The rights, preferences and limitations of
separate series of Preferred Stock may differ with respect to such matters as
may be determined by the board of directors, including, without limitation, the
rate of dividends, method and nature of payment of dividends, terms of
redemption, amounts payable on liquidation, sinking fund provisions (if any),
conversion rights (if any) and voting rights. The potential exists, therefore,
that additional shares of Preferred Stock might be issued which would grant
dividend preferences and liquidation preferences to preferred stockholders over
common stockholders in addition to those already in existence with respect to
the designated Preferred Stock. Unless the nature of a particular transaction
and applicable statute require such approval, the board of directors has the
authority to issue shares of Preferred Stock without stockholder approval. The
issuance of Preferred Stock may have the effect of delaying or preventing a
change in control without any further action by stockholders.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Domestic Corporation Laws("NDCL") permit a Nevada corporation to
indemnify a director, officer, employee or agent for judgments or settlements,
as well as expenses in the context of third-party actions, if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, or in the case of a criminal
action, had no reasonable cause to believe his conduct was unlawful.
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The NDCL grants express authority to a Nevada corporation to purchase and
maintain insurance for director and officer liability. Such insurance may be
purchased for any officer, director, employee or agent, regardless of whether
that individual is otherwise eligible for indemnification by the corporation.
Article VIII of Registrant's Articles of Incorporation provides that a director
or officer of shall not be personally liable to Registrant or its stockholders
for damages for breach of fiduciary duty as a director or officer, except for
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, and provides that any modification or repeal of Article VIII
shall be prospective only and shall not adversely affect any limitation on the
personal liability of a director or officer of Registrant for acts or omissions
prior to such repeal or modification.
Article IX of Registrant's Articles of Incorporation provides that every person
who was or is a party, or is threatened to be made a party to, or is involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is the legal
representative, is or was a director or officer of Registrant, or is or was
serving at the request of the Registrant as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada against all expenses,
liability and loss (including attorneys' fees, judgments, fines and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith.
Registrant's By-laws contain similar, redundant provisions regarding
indemnification in Article VII of the By-laws.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Act"), may be permitted to directors, officers or persons
controlling Registrant pursuant to the provisions of its Articles of
Incorporation or By-laws, Registrant has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
5.1 * Opinion of Law Offices of David E. Wise
10.1 * DIGITAL BRIDGE, INC. 2000 Stock Incentive Plan
23.1 * Consent of Hood & Strong LLP
23.2 * Consent of Law Offices of David E. Wise (contained in the
opinion filed as Exhibit 5.1 hereof)
(* filed herewith)
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a)(1) to file, during any period in which it offers or sells securities, a post
effective amendment to this registration statement to include any prospectus
required by Section 10(a) (3) of the Securities Act;
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(2) that, for the purpose of determining any liability under the Securities
Act of 1933, to treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona fide offering;
(3) to remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, on this 8th day of December 2000.
DIGITAL BRIDGE, INC.
By: /s/ John C Flanders, Jr
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Chief Executive Officer and a Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John C
Flanders, Jr. as his or her true and lawful attorney in fact and agent with
full power of substitution and resubstitution for him or her and in his or her
name, place and stead in any and all capacities to execute in the name of each
such person who is then an officer or director of the Registrant any and all
amendments (including post-effective amendments) to this Registration Statement,
and any registration statement relating to the offering hereunder pursuant to
Rule 462 under the Securities Act of 1933, as amended, and to file the same with
all exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney in fact and
agent full power and authority to do and perform each and every act and thing
required or necessary to be done in and about the premises as fully as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney in fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Aaron C. Lang
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Aaron C. Lang
President and a Director
Date: December 7, 2000
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/s/ John C. Flanders, Jr.
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John C. Flanders, Jr.
Chief Executive Officer and a Director
Date: December 7, 2000
/s/ K. David Crowell
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K. David Crowell
Chief Operating Officer
Date: December 7, 2000
/s/ Brian M. Pollack
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Brian M. Pollack
Chief Technology Officer
Date: December 7, 2000
/s/ Seth R. Pollack
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Seth R. Pollack
Executive Vice President -- Corporate Development
Date: December 7, 2000
/s/ Curtis L. Lovil
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Curtis L. Lovil
Vice President - Technology
Date: December 7, 2000
/s/ John C. Flanders, Sr.
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John C. Flanders, Sr.
Vice President - Finance
Date: December 7, 2000
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Kenneth A. Paganini
A Director
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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5.1 Opinion of Law Offices of David E. Wise
10.1 Digital Bridge, Inc. 2000 Stock Incentive Plan
23.1 Consent of Hood & Strong, LLP
23.2 Consent of Law Offices of David E. Wise (contained in the opinion filed
as Exhibit 5.1 hereof)
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