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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
POLITICS.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
DELAWARE 33-0836078
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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2530 S. RURAL ROAD, TEMPE, AZ 85282, (480-858-0016)
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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POLITICS.COM, INC. 2000 NON-QUALIFIED STOCK OPTION PLAN
(Full title of Plans)
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HOWARD R. BAER
PRESIDENT AND CHIEF OPERATING OFFICER
2530 S. RURAL ROAD, TEMPE, AZ 85282
(480) 858-0016
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
WITH A COPY TO:
JOHN G. NOSSIFF, JR., ESQ.
BROWN, RUDNICK, FREED & GESMER
ONE FINANCIAL CENTER, BOSTON, MASSACHUSETTS 02111
(617) 856-8200
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CALCULATION OF REGISTRATION FEE
----------------------------------- ---------------- ----------------- --------------------- ----------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee
----------------------------------- ---------------- ----------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $0.00001 par value 2,500,000 $.800 $2,000,000 $528.00
=================================== ================ ================= ===================== ================
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, on the basis of
the average of the high and low reported price of the Common Stock as
reported on the National Association of Securities Dealers OTC Bulletin
Board on June 14, 2000.
(2) Such presently indeterminable number of additional shares of Common Stock
are also registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split or other similar change in Common Stock.
===============================================================================
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999 filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrant's documents referred to
paragraph (a) above; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 10-SB (File
No. 000-27591), filed under the Exchange Act with the
Securities and Exchange Commission.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining 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.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation, as amended (the "Amended
Articles"), eliminate, subject to certain exceptions, the personal liability of
directors to the Registrant or its stockholders for monetary damages for
breaches of fiduciary duties as directors to the extent permitted by Delaware
law. The Amended Articles do not provide for the elimination of, or any
limitation on, the personal liability of a director (i) for a breach of the
director's duty of loyalty, (ii) for engaging in a transaction from which he
receives an improper benefit, (iii) for intentional misconduct or knowing
violation of law, (iv) for conduct found not to have been in good faith, (v) for
engaging in an act related to an unlawful stock repurchase or payment of
dividend or (vi)
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where liability is prescribed by law. These provisions of the Amended Articles
may limit the remedies available to a stockholder in the event of breaches of
any director's duties to such stockholder or the Registrant.
As such, Section 145 of the Delaware General Corporation Law ("DGCL")
generally permits a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amount paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful. In addition, the DGCL requires a corporation
to indemnify a director or officer for any action that such director or officer
successfully defended on the merits.
The Registrant has also purchased and maintains director's and
officer's liability insurance for each of its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION
4.1* Specimen Common Stock Certificate (Incorporated herein by reference
to the Registration Statement on Form 10-SB (File No. 000-27591)
of the Registrant filed on October 6, 1999).
5** Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1** Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion
filed as Exhibit 5).
23.2** Consent of Wolinetz, Lafazan & Company P.C.
99.1** Politics.com, Inc. 2000 Non-Qualified Stock Option Plan.
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* In accordance with Rule 12b-32 of the Securities Exchange Act of 1934,
as amended, reference is made to the document previously filed with the
Securities and Exchange Commission.
** Filed herewith.
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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 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 this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each 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 the 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the Registrant's Amended Articles of Incorporation,
Amended and Restated By-Laws, 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 Securities 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 Securities 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, as amended, 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 Tempe, Arizona, on June
8, 2000.
POLITICS.COM, INC.
By:/s/HOWARD R. BAER
----------------------------------------
Howard R. Baer, President & Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
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> <C> <C>
/s/HOWARD R. BAER PRESIDENT, CHIEF OPERATING OFFICER AND JUNE 8, 2000
-----------------------------
HOWARD R. BAER CHAIRMAN OF THE BOARD (PRINCIPAL EXECUTIVE OFFICER)
/s/ KEVIN C. BAER DIRECTOR, VICE PRESIDENT, TREASURER AND SECRETARY JUNE 8, 2000
-----------------------------
KEVIN C. BAER (PRINCIPAL FINANCIAL OFFICER)
/s/ BURT ALIMANSKY DIRECTOR JUNE 8, 2000
-----------------------------
BURT ALIMANSKY
/s/ BRIAN WADSWORTH DIRECTOR JUNE 8, 2000
-----------------------------
BRIAN WADSWORTH
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EXHIBIT INDEX
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Exhibit
Number
<S> <C>
4.1* Specimen Common Stock Certificate (Incorporated herein by reference
to the Registration Statement on Form 10-SB (File No. 000-27591)
of the Registrant filed on October 6, 1999).
5** Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1** Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion
filed as Exhibit 5).
23.2** Consent of Wolinetz, Lafazan & Company P.C.
99.1** Politics.com, Inc. 2000 Non-Qualified Stock Option Plan.
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* In accordance with Rule 12b-32 of the Securities Exchange Act of 1934,
as amended, reference is made to the document previously filed with the
Securities and Exchange Commission.
** Filed herewith.
