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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933, as amended.
budgethotels.com, inc.
(Exact name of registrant as specified in charter.)
NEVADA 91-0179013
(State of other jurisdiction (I.R.S. Employer of incorporation
or organization) Identification Number)
1449 St. Paul Street
Suite 202
Kelowna, British Columbia, Canada V1Y 2E5
(250) 868-1171
(Address and telephone of executive offices, including zip code.)
The budgethotels.com, inc.
2000 NONQUALIFIED STOCK OPTION PLAN
William J. Marshall, President
budgethotels.com, inc.
1449 St. Paul Street
Suite 202
Kelowna, British Columbia, Canada V1Y 2E5
(250) 868-1171
(Name, address and telephone of agent for service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
In addition, pursuant to rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Aggregate
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price per Offering Registration
be Registered Registered Unit/Share Price [1] Fee [1]
______________________________________________________________________________
Common Shares,
$0.001 par value,
issuable upon exercise
of stock options
by Grantees 5,000,000 $0.26 $ 1,000,000 $ 343.20
______________________________________________________________________________
Totals 5,000,000 $0.26 $ 1,000,000 $ 343.20
[1] Based upon the mean between the closing bid and ask prices
for common shares on October 4, 2000, in accordance with
Rule 457(c).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
(a) The Registrant's Form 10-SB (File No. 0-26909) as filed
with the Securities and Exchange Commission (the
"Commission") on August 2, 1999 and all amendments thereto.
(b) The Registrant's Form 10-KSB as filed with the Commission
for the period ended December 31, 1999 and all amendments
thereto.
(c) All other reports filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") since
filing the aforementioned Form 10-KSB.
ITEM 4. DESCRIPTION OF SECURITIES.
Common Stock.
Our Common Stock consists of 50,000,000 shares of $0.001 par
value Common Stock. As of September 22, 2000, 13,214,000 shares are
issued and outstanding. 5,484,000 shares are freely tradeable without
restriction or further registration under the Securities Act of 1933,
except for shares owned by our affiliates, which will be subject to
the limitations of Rule 144 promulgated under the Securities Act.
In general, under Rule 144, a person (or persons whose shares
are aggregated) who has satisfied a one (1) year holding period may
sell in ordinary market transactions through a broker or with a
market maker, within any three (3) month period a number of shares
which does not exceed the greater of one percent (1%) of the number
of outstanding shares of Common Stock or the average of the weekly
trading volume of the Common Stock during the four calendar weeks
prior to such sale. Sales under Rule 144 require the filing of Form
144 with the Securities and Exchange Commission. If the shares of
Common Stock have been held for more than two (2) years by a person
who is not an affiliate, there is no limitation on the manner of sale
or the volume of shares that may be sold and no Form 144 is required.
Sales under Reg. 144 may have a depressive effect on the market price
of the Company's Common Stock.
All shares have equal voting rights and are not assessable.
Voting rights are not cumulative and, therefore, the holders of more
than 50% of the Common Stock could, if they chose to do so, elect all
of the directors of the Company.
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Upon liquidation, dissolution or winding up of the Company, our
assets, after the payment of liabilities, will be distributed pro
rata to the holders of the Common Stock. The holders of the Common
Stock do not have preemptive rights to subscribe for any of our
securities and have no right to require us to redeem or purchase
their shares. The shares of Common Stock presently outstanding are
fully paid and non-assessable.
Holders of the Common Stock are entitled to share equally in
dividends when, as and if declared by our Board of Directors, out of
funds legally available therefore. No dividend has been paid on the
Common Stock since inception, and none is contemplated in the
foreseeable future.
The holders of the $0.001 par value common stock of the
Registrant have traditional rights as to voting, dividends and
liquidation. All shares of common Stock are entitled to one vote on
all matters. There are no pre-emptive rights and cumulative voting is
not allowed. The common stock is not subject to redemption and
carries no subscription or conversion rights. In the event of
liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of
all liabilities. Copies of the Articles of Incorporation and Bylaws
were filed as Exhibits to a Registration Statement filed by the
Registrant on Form 10-SB SEC File 0-26909, on August 2, 1999, which
became effective by operation of law sixty days thereafter, are
incorporated herein by reference.
Preferred Stock
Our authorized Preferred Stock consists of 1,000,000 shares,
$0.01 par value per share. Currently, no Preferred Shares have been
issued and there are no agreements or negotiations pending for the
issuance of any Preferred Shares. The designations, powers,
preferences, rights and limitations of the Preferred Shares may be
determined by the Board of Directors from time to time, including
rights pertaining to voting, dividends, redemptions, liquidation and
conversion.
Transfer Agent
Computer Share Investor Services, 12039 West Alameda Parkway,
Suite Z-2, Lakewood, Colorado 80228, telephone number (303) 986-5400,
is the Company's transfer agent.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Revised Statutes and certain provisions of our Bylaws
under certain circumstances provide for indemnification of our
Officers, Directors and controlling persons against liabilities which
they may incur in such capacities. A summary of the circumstances in
which such indemnification is provided for is contained herein, but
this description is qualified in its entirety by reference to our
Bylaws and to the statutory provisions.
In general, any Officer, Director, employee or agent may be
indemnified against expenses, fines, settlements or judgments arising
in connection with a legal proceeding to which such person is a
party, if that person's actions were in good faith, were believed to
be in our best interest, and were not unlawful. Unless such person
is successful upon the merits in such an action, indemnification may
be awarded only after a determination by independent decision of our
Board of Directors, by legal counsel, or by a vote of the
shareholders, that the applicable standard of conduct was met by the
person to be indemnified.
The circumstances under which indemnification is granted in
connection with an action brought on our behalf is generally the same
as those set forth above; however, with respect to such actions,
indemnification is granted only with respect to expenses actually
incurred in connection with the defense or settlement of the action.
In such actions, the person to be indemnified must have acted in good
faith and in a manner believed to have been in our best interest, and
have not been adjudged liable for negligence or misconduct.
Indemnification may also be granted pursuant to the terms of
agreements which may be entered in the future or pursuant to a vote
of shareholders or Directors. The statutory provision cited above
also grants the power to the Company to purchase and maintain
insurance which protects its Officers and Directors against any
liabilities incurred in connection with their service in such a
position, and such a policy may be obtained by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION.
None; not applicable.
ITEM 8. EXHIBITS.
The following documents are incorporated herein by reference
from the Company's Form 10 Registration Statement, SEC file #0-26909
as filed with the Securities and Exchange Commission.
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Exhibit No. Description
3.1 Articles of Incorporation.
3.2 Bylaws.
4.1 Specimen Stock Certificate
99.1 License Agreement with Greyhound Lines, Inc.
99.2 Consulting Agreement with LAC.
99.3 Agreement and Plan of Share Acquisition.
99.4 Agreement between the Company, C & K Management Ltd.
and W. J. Marshall Inc.
99.5 Non-qualified Incentive Stock Option Agreement.
The following documents are incorporated herein:
5.1 Opinion of Conrad C. Lysiak, regarding the legality of
the securities registered under this Registration
Statement.
10.1 2000 Nonqualified Stock Option Plan.
23.1 Consent of Jones, Jensen & Company, LLC, independent
certified public accountants.
23.2 Consent of Conrad C. Lysiak, Attorney at Law
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
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;
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; and,
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 the
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 that is incorporated by reference in the 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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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 the requirements for filing on Form S-8 and
has duly caused this Registration Statement thereto to be signed on
its behalf by the undersigned, thereunto duly authorized on the 5th
day of October, 2000.
Budgethotels.com, inc.
BY: /s/ William J. Marshall
William J. Marshall, President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement thereto has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ William J. Marshall October 5, 2000
William J. Marshall President, Chief Executive
Officer, Secretary/Treasurer,
Chief Financial Officer and
a member of the Board
of Directors
/s/ Kenneth E. Cloak Director October 5, 2000
Kenneth E. Cloak
