AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
NEWAGECITIES.COM, INC.
(Exact name of registration as specified in its charter)
Idaho 91-0927532
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1141 South Rogers Circle
Suite 7
Boca Raton, FL 33487
(561) 989-0808
(Address and Telephone Number of Principal Executive Offices)
CONSULTING AGREEMENT WITH
PHILLIP W. JOHNSTON
(Full Title of the Plan)
Copies to:
Joseph Ardito, Jr. Steven I. Weinberger, Esq.
Chief Executive Officer Atlas Pearlman, P.A.
newagecities.com, Inc. 350 East Las Olas Boulevard
1141 South Rogers Circle Suite 1700
Suite 7 Fort Lauderdale, FL 33301
Boca Raton, FL 33487 (954) 763-1200
(561) 989-0808
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share price fee(1)
COMPENSATORY STOCK ISSUED TO CONSULTANT
Common Stock, $.02
par value per share 500,000 shares $0.295 $147,500 $41.01
(1) Calculated in accordance with Rule 457 based upon the average of the closing bid and asked prices on July
12, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
We will provide information required by Item 1, Part I, as specified in
Rule 428(b)(1) of Rule 428 of the Securities Act of 1933, to the Consultant. We
are not filing that information with this registration statement, as permitted
by the rules of the Securities and Exchange Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
We will provide information specified in Item 3, Part II, below, as
well as in Item 2 of Rule 428(b) of the Securities Act of 1933 to the Consultant
upon request to us at 1141 South Rogers Circle, Suite 7, Boca Raton, Florida
33487, (561) 989-0808. We are not filing that information with this registration
statement, as permitted by the rules of the Securities and Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
We incorporate by reference the documents, which we filed previously
with the Securities and Exchange Commission, listed below:
o Quarterly report on Form 10-Q, for the quarterly period ended
March 31, 2000, filed May 15, 2000;
o Annual report on Form 10-KSB for the fiscal year ended
December 31, 1999, filed April 14, 2000; and
o Registration Statement on Form SB-2 (File No. 333-86347),
effective February 14, 2000.
We also incorporate by reference any future filings we make with the Securities
and Exchange Commission when Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934.
ITEM 4. DESCRIPTION OF SECURITIES
COMMON STOCK
Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors, our assets will be divided proportionately on a
per share basis among the holders of our common stock.
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Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Our By-Laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Idaho Business Corporation Act allows us to indemnify our officers
and directors from liability incurred in furtherance of their duties under
certain circumstances. In criminal proceedings, Idaho law states that we may
indemnify an officer or director if he or she acted in good faith and reasonably
believed that his or her conduct was in the best interests of the corporation if
he or she had no reasonable cause to believe his or her conduct was unlawful. In
addition, Idaho law requires us to indemnify directors, who succeed on the
merits of any defense proceeding or in any defense proceeding to which he or she
was party because he or she was a director of the corporation for reasonable
expenses incurred in connection with the proceeding. If we chose to indemnify
our officers and directors in accordance with the provisions of the Idaho
Business Corporation Act, our financial resources may be significantly affected.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The securities covered by this prospectus were originally issued by us
in reliance upon the exemption provided by Section 4(2) of the Securities Act of
1933, as amended. The purchaser had access to financial and other information
about us, represented that he had such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of his
election to receive the securities rather than cash and, prior to registration
of the securities, the certificate evidencing the securities contained a legend
restricting their transferability absent registration or the availability of an
applicable exemption from such registration.
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ITEM 8. EXHIBITS
10.1 Consulting Agreement between newagecities.com, Inc. and
Phillip W. Johnston dated June 15, 2000.*
23.1 Consent of Independent Certified Public Accountants.*
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* Filed herewith.
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 events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or n the aggregate, represent a fundamental
change in the information set forth 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 no 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and 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 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.
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(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 (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 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 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 Act
against such liabilities (other than the payment by the registrant in the
successful defense of an 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
THE REGISTRANT. 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 Boca Raton, State of Florida, on July 14, 2000.
NEWAGECITIES.COM, INC.
BY: /S/ JOSEPH ARDITO, JR.
-----------------------
Joseph Ardito, Jr., Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
/S/ JOSEPH ARDITO, JR. Chairman of the Board, Chief July 13, 2000
--------------------------------------
Joseph Ardito, Jr. Executive Officer and Director
(Principal Executive Officer)
/S/ KENNETH SHENKMAN President and Director July 13, 2000
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Kenneth Shenkman
/S/ STANLEY SIEGEL Chief Financial Officer, July 13, 2000
--------------------------------------
Stanley Siegel Secretary and Treasurer
(Principal Accounting and
Financial Officer)
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