As filed with the Securities and Exchange Commission on November 13, 2000
Registration No.
333-45832
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RHINO ECOSYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 65-0939751
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
40 Trowers Road, Woodbridge, Ontario, Canada L4L
7K6 (Address of Registrant's principal executive
offices and zip code)
Registrant's telephone number, including area code: (905) 264-0198
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<S> <C>
Consulting Agreements with E.A. Hollander, Colin Mallet, Jurgeon Garbe, Gary Schwanz,
Srdjan Novak, Ivana Nikolic, Audrey Thaler, Julie Beth Levine, Steven Salzburg, and William Tang
and Employment and Fee Agreement with Richard P. Greene
(Full title of the plans)
</TABLE>
Richard P. Greene, Esq.
Richard P. Greene, P.A.
2455 E. Sunrise Boulevard, Suite 905, Ft. Lauderdale, Florida 33304
(954) 564-6616
(Address, including zip code, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Each Proposed Maximum Proposed Maximum Amount
Class of Amount Offering Aggregate of
Securities to to be Price per Offering Registration
be Registered Registered Share/Option Price Fee
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Common Stock, $.0001 par value:
E.A. Hollander (2) N/A(1) N/A N/A N/A
Colin Mallet (2) N/A(1) N/A N/A N/A
Jurgeon Garbe (2) N/A(1) N/A N/A N/A
Gary Schwanz (2) N/A(1) N/A N/A N/A
Srdjan Novak (3) N/A(1) N/A N/A N/A
Ivana Nikolic (3) N/A(1) N/A N/A N/A
Audrey Thaler (3) N/A(1) N/A N/A N/A
Julie Beth Levine (3) N/A(1) N/A N/A N/A
Steven Salzburg (3) N/A(1) N/A N/A N/A
William Tang (3) N/A(1) N/A N/A N/A
Richard P. Greene (2) N/A(1) N/A N/A N/A
TOTAL N/A
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</TABLE>
(1) No additional securities are to be registered and registration fees were
paid upon the filing of the original Registration Statement No. 333-45832.
Therefore, no further registration fee is required.
(2) Represents shares previously registered and held by Registrant to be issued
to Consultants based upon performance of services pursuant to Consulting
Agreements.
(3) Represents shares which are being canceled since the Registrant has not
received services of equal value for the shares. The shares shall be returned to
treasury.
<PAGE>
PART I
Item 1. Plan Information.
Not applicable.
Item 2. Registrant Information and Employee Plan Annual Information.
Not applicable.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended April 30, 2000;
(c) The Registrant's Articles of Incorporation and Amendments thereto,
and the Registrant's Bylaws;
(d) All other documents filed 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 that registers securities covered
hereunder that remain unsold.
Item 4. Description of Securities.
The Registrant's common stock, including shares previously registered
in the Company's Registration Statement on Form S-8 filed August 23, 2000 of
which this Post Effective Amendment No. 1 forms a part, is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended. The
Registrant's authorized capitalization is 25,000,000 shares of common stock,
$.0001 par value, of which approximately 6,525,539 shares of common stock are
issued and outstanding.
Holders of the Company's Common Stock are entitled to one vote per
share on each matter submitted to vote at any meeting of shareholders. Shares of
Common Stock do not carry cumulative voting rights and therefore, holders of a
majority of the outstanding shares of Common Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be
able to elect any members to the board of directors. The Company's board of
directors has authority, without action by the Company's shareholders, to issue
all or any portion of the authorized but unissued shares of Common Stock, which
would reduce the percentage ownership of the Company of its shareholders and
which would dilute the book value of the Common Stock.
<PAGE>
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the shares of Common Stock are entitled to share equally in
corporate assets after the satisfaction of all liabilities. Holders of Common
Stock are entitled to receive such dividends as the board of directors may from
time to time declare out of funds legally available for the payment of
dividends. During the last two fiscal years the Company has not paid cash
dividends on its Common Stock and does not anticipate that it will pay cash
dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant is a Florida corporation. The General Corporation Law of
Florida provides authority for broad indemnification of directors, officers,
employees and agents. The Registrant's Articles of Incorporation, as Amended,
incorporate the indemnification provisions of the General Corporation Law of
Florida to the fullest extent provided.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit Description
5 Opinion of Richard P. Greene, P.A.
10.1 Consulting Agreement with E.A. Hollander *
10.2 Consulting Agreement with Colin Mallet *
10.3 Consulting Agreement with Jurgeon Garbe *
10.4 Consulting Agreement with Gary Schwanz *
10.5 Consulting Agreement with Srdjan Novak *
10.6 Consulting Agreement with Ivana Nikolic *
10.7 Consulting Agreement with Audrey Thaler *
10.8 Consulting Agreement with Julie Beth Levine *
10.9 Consulting Agreement with Steven Salzburg *
10.10 Consulting Agreement with William Tang *
10.11 Employment & Fee Agreement with Richard P. Greene, P.A. *
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of KPMG, LLP
--------------------------
* Previously filed as an exhibit to Rhino Ecosystems, Inc.'s Registration
Statement filed with the Commission on August 23, 2000.
<PAGE>
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 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 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 of expenses incurred or paid by a director, officer, or controlling
person of 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 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 final adjudication of such issue.
<PAGE>
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 Post
Effective Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized on this 13th day of November, 2000.
RHINO ECOSYSTEMS, INC.
By: /s/ Mark Wiertzema
-------------------------------------
Mark Wiertzema, President and CFO
By: /s/ Gordon Novak
-------------------------------------
Gordan Novak, Vice President
By: /s/ Jan Walsh
-----------------------------------
Jan Walsh, Secretary/Treasurer
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EXHIBIT INDEX
Exhibit Description Page
------- ----------- -----
5 Opinion of Richard P. Greene, P.A.
10.1 Consulting Agreement with E.A. Hollander *
10.2 Consulting Agreement with Colin Mallet *
10.3 Consulting Agreement with Jurgeon Garbe *
10.4 Consulting Agreement with Gary Schwanz *
10.5 Consulting Agreement with Srdjan Novak *
10.6 Consulting Agreement with Ivana Nikolic *
10.7 Consulting Agreement with Audrey Thaler *
10.8 Consulting Agreement with Julie Beth Levine *
10.9 Consulting Agreement with Steven Salzburg *
10.10 Consulting Agreement with William Tang *
10.11 Employment & Fee Agreement with Richard P. Greene, P.A. *
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of KPMG, LLP
---------------------------
* Previously filed as an exhibit to Rhino Ecosystems, Inc.'s Registration
Statement filed with the Commission on August 23, 2000.
<PAGE>
EXHIBIT 5
LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
------
TELEPHONE: (954) 564-6616
FAX: (954) 561-0997
November 13, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rhino Ecosystems, Inc.
Gentlemen:
Reference is made to the Post Effective Amendment Number 1 to the
Registration Statement on Form S-8 (the "Registration Statement") of Rhino
Ecosystems, Inc. (the "Company"), filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the registration and
distribution of up to 670,000 shares (the "Shares") of common stock, $.0001 par
value per share of the Company pursuant to Consulting Agreements.
We have acted as counsel to the Company only in connection with the
preparation of the Post Effective Amendment Number 1 to the Registration
Statement pursuant to which the Shares were registered, in so acting, have
examined the originals and copies of corporate instruments, certificates and
other documents of the Company and interviewed representatives of the Company to
the extent we deemed it necessary, in order to form the basis for the opinion
hereinafter set forth.
In such examination we have assumed the genuineness of all signatures
and authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not been
independently established, we have relied upon statements or certificates of
officers or representatives of the Company.
Of the 670,000 Shares previously registered, 390,000 shares are being
canceled by the Company and returned to treasury based upon the Company not
receiving services of equal value for the 390,000 Shares. 280,000 of the Shares
previously registered shall remain available to pay for specific services
performed or to be performed on behalf of the Company.
Based upon the foregoing, we are of the opinion that:
1. The 280,000 Shares of the Company registered with the Securities and
Exchange Commission, having been issued and sold pursuant to the Registration
Statement, are fully paid and non-assessable and there will be no personal
liability to the owners thereof.
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U.S. Securities and Exchange Commission
Page Two
This law firm hereby consents to the use of this opinion in connection
with the Company's Registration Statement and the inclusion of this opinion as
an Exhibit thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ Richard P. Greene
----------------------
Richard P. Greene
For the Firm
RPG\evb
<PAGE>
EXHIBIT 23.1
LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
------
TELEPHONE: (954) 564-6616
FAX: (954) 561-0997
November 13, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rhino Ecosystems, Inc.
Dear Sir or Madam:
This Firm hereby consents to the use of its name in the Post Effective
Amendment Number 1 to Registration Statement on Form S-8 as filed via EDGAR with
the Washington, D.C. Office of the U.S. Securities and Exchange Commission on
November 13, 2000, or as soon thereafter as is reasonably practicable.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ Richard P. Greene
----------------------
Richard P. Greene
For the Firm
RPG/evb
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG LLP
Chartered Accountants
Suite 3300 Commerce Court West
PO Box 31 Commence Court
Toronto ON M5L 182
Telephone: 416.777.8500
Telefax: 416.777.8818
To the Board of Directors
Rhino Ecosystems, Inc.
We consent to incorporation by reference in the Post Effective Amendment No. 1
to the Registration Statement on Form S-8 of Rhino Ecosystems, Inc. of our
report dated September 7, 1999 on the balance sheets of Rhino Ecosystems Inc.,
as of July 31, 1999, 1998 and 1997, and the related three-year period ended
July 31, 1999, which report appears in the Amendment No. 1 to Form 10-SB filed
on December 15, 1999.
/s/ KPMG LLP
KPMG LLP
Chartered accountants
toronto, Canada
November 13, 2000
