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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 14, 2000
REGISTRATION NO. 000-26813
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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JUMPMUSIC.COM, INC.
(Exact name of registrant as specified in its charter)
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NEVADA
(State or other jurisdiction of 77-0363000
incorporation or organization) (I.R.S. Employer Identification No.)
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JumpMusic.com, Inc.
201 San Antonio Circle, Suite 105
Mountain View, CA 94040
(650) 917-7460
(Address of Registrant's principal executive offices, including zip code)
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ADVISOR COMPENSATION PLAN
(Full title of the Plan)
Paracorp Incorporated
318 N. Carson Street, Suite 208
Carson City, NV 89701
(888) 972-7273
(Name, address and telephone number of agent for service)
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COPIES TO:
Horwitz & Beam
Two Venture Plaza, Suite 350
Irvine, CA 94040
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Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered Share Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $0.001 Par Value(1) 75,000 $0.375 $28,125.00 $7.42
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</TABLE>
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1 Consists of 75,000 shares of common stock issuable for consulting services
to M. Blaine Riley.
2 The registration fee is based upon the closing bid price of the shares of
common stock of the Company as of July 12, 2000 calculated pursuant to Rule
457(c).
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PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in the
registration statement:
The Company's Quarterly Report on Form 10-QSB/A filed for the quarter
ended March 31, 2000; the Company's Annual Report on Form 10-KSB filed for the
year ended December 31, 1999; and the description of the Company's Common Stock
contained in the Company's Form 10-SB/A dated September 21, 1999.
All other documents filed in the future by Registrant after the date of
this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain 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.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Nevada Revised Statutes and the Company's Articles of Incorporation
and Bylaws authorize indemnification of a director, officer, employee or agent
of the Company against expenses incurred by him or her in connection with any
action, suit, or proceeding to which such person is named a party by reason of
having acted or served in such capacity, except for liabilities arising from
such person's own misconduct or negligence in performance of duty. In addition,
even a director, officer, employee or agent of the Company who was found liable
for misconduct or negligence in the performance of duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4.1 Consulting Agreement with M. Blaine Riley, dated May 2, 2000
5 Opinion of Horwitz & Beam, consent included, relating to the
issuance of the shares of securities pursuant to the
Consulting Agreement
23.1 Consent of Horwitz & Beam (included in Exhibit 5)
23.2 Consent of Crouch, Bierwolf & Chisholm
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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;
(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 in the
aggregate, represent a fundamental change in the information set forth in the
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, including (but not limited to) any addition or election of a managing
underwriter.
(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 offered 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 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.
(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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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 that 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
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 Mountain View, State of California, on July 12, 2000.
JUMPMUSIC.COM, INC.
By: /s/ Richard W. Mathews
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Richard W. Mathews, President
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 and on the date indicated.
/s/ Richard W. Mathews Chief Executive Officer, President July 12, 2000
-------------------------- Chairman of the Board
Richard W. Mathews
/s/ Jan M. Mathews Chief Operating Officer, Director July 12, 2000
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Jan M. Mathews
/s/ Jerome W. Carlson Director July 12, 2000
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Jerome W. Carlson
/s/ Jack F. Kemp Director July 12, 2000
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Jack F. Kemp
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