As filed with the Securities and Exchange Commission on December 14, 2000
Registration No. 333-________
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDI-HUT CO., INC.
(Name of issuer in its charter)
Delaware 512 222-436-721
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
1935 Swarthmore Ave.
Lakewood, New Jersey 08701
(732) 901-0606
(Address and telephone number of registrant's principal executive offices
and principal place of business)
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Joseph Sanpietro, President
1935 Swarthmore Ave.
Lakewood, New Jersey 08701
(732) 901-0606
(Name, Address and telephone number of agent for service)
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Consulting Agreement
(Full Title of the Plan)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
Securities to be to be price offering registration
Registered registered per unit price fee
______________________________________________________________________________
Common Stock 100,000(1) $3.00 (2) $300,000.00 (3) $792.00
______________________________________________________________________________
(1) Shares which may be acquired upon exercise of warrants and these shares
shall be subject to resale under Rule 144 except for the provisions
respecting the holding period.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act, based upon the
exercise price of the warrants covering the underlying common stock to
be issued under the agreement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended, is not required to be filed with the Securities and Exchange
Commission ("Commission") and is omitted from this registration statement in
accordance with the explanatory note to Part I of Form S-8 and Rule 428 under
the Securities Act.
ITEM 1: PLAN INFORMATION.
A copy of the Consultant Compensation Agreement ("Agreement") is attached
hereto and incorporated herein by reference.
ITEM 2: REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Copies of the Agreement, 10-KSB Annual Report of the Company for the year
ended October 31, 1999, all 10-QSB Quarterly Reports and any Current Reports
filed with the Commission during the past twelve months have been provided to
the consultant.
The Company also undertakes to furnish, without charge, to such
consultant or person purchasing any of the securities registered hereby,
copies of all of such documentation. Requests should be directed to Joseph
Sanpietro, President, at the address and telephone appearing on the cover page
of this registration statement.
Additional information regarding the Company may be reviewed at the
Commission's web site at www.sec.gov in the EDGAR Archives.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission by Medi-Hut
Co., Inc., (the "Company") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are, as of their respective dates, hereby
incorporated by reference in this registration statement:
(i) Annual Report on Form 10-KSB for the fiscal year ended October
31, 1999 as amended;
(ii) Quarterly Reports on Form 10-QSB for the quarters ended
January 31, 2000 and filed on March 14, 2000, April 30, 2000, and filed on
June 14, 2000, and July 31, 2000 and filed on September 13, 2000;
(iii) Current Report on Form 8-K dated January 21, 2000 and filed
on January 24, 2000;
(iv) Current Report on Form 8-K dated August 24 , 2000 and filed
August 25, 2000; and
(v) The description of the Company's common stock contained in its
registration statement on Form 10-SB filed August 23, 1999 and amendments
thereto filed for the purpose of updating such description.
In addition, all documents that the Company subsequently files with the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing with the SEC of a post-effective amendment to this registration
statement that (1) indicates that all shares of common stock registered on
this registration statement have
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been sold or (2) affects the deregistration of the balance of such shares then
remaining unsold, shall be deemed to be incorporated in this registration
statement by reference and to be part of this registration statement from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of the prospectus to the extent that
a statement contained herein or in a document subsequently filed modifies or
supersedes such statement. Any 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.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Company is not aware of any expert or legal counsel named in this
registration statement who will receive a direct or indirect substantial
interest in the Company as a result of the agreement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Articles of Incorporation and bylaws do not provide for
indemnification of its directors and officers. However, pursuant to Delaware
General Corporate Law Section 145 the Company must indemnify a present and
former director and officer of Medi-Hut who is successful on the merits or
otherwise in defense of an action or claim. The Company will indemnify such
person for actual and reasonable expenses incurred by such person only if the
Company determines that such indemnification is authorized. Such
determination will be based upon whether such person conducted himself in good
faith and reasonably believed that his conduct was in, or not opposed to, the
Company's best interests. In a criminal action the person must not have had a
reasonable cause to believe his conduct was unlawful. The Company may advance
expenses if the person provides a written affirmation that he will repay the
advance if he is adjudged not to have met the standard of conduct. Also, the
Company is authorized to purchase insurance on behalf of an individual for
liabilities incurred whether or not the Company would have the power or
obligation to indemnify him.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
Exhibits.
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Copies of the following documents are included as exhibits to this
registration statement pursuant to Item 601 if regulation S-K.
Exhibit
No. Description
5.1 Opinion Regarding Legality
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23.1 Consent of Cindy Shy, P.C. (See exhibit 5.1)
23.2 Consent of Rosenberg, Rich, Baker, Berman & Company
99.1 Consultant Compensation Agreement
ITEM 9. UNDERTAKINGS.
The undersigned Company 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.
(3) To remove from registration by means of a post-effective amendment of
any of the securities being registered which remain unsold at the termination
of the offering.
(4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Pursuant to the requirements of the 1933 Act, the Registrant certifies
that is 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 the date or dates appearing opposite the respective signatures
hereto.
Medi-Hut Co., Inc.
12/12/00 /s/ Joseph Sanpietro
Date: ________ By:________________________________________
Joseph Sanpietro, President and Director
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons (who constitute all of the members of
the Board of Directors of the Registrant) in the capacities and on the dates
indicated.
12/12/00 /s/ Joseph Sanpietro
Date: __________ By:________________________________________
Joseph Sanpietro, President and Director
12/12/00 /s/ Vincent Sanpietro
Date: _________ By:_________________________________________
Vincent Sanpietro, Secretary and Director
12/12/00 /s/ Robert Russo
Date: _________ By:___________________________________
Robert Russo, Treasurer and Director
