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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2000
REGISTRATION NO. 333-__________
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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INCHORUS.COM
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
NEVADA 7372 86-0891610
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Code)
</TABLE>
2401 MISSION COLLEGE BLVD., SUITE 259
SANTA CLARA, CA 95054
(408) 496-6668
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
1998-1999 Option and Consulting Agreements
MR. WILLIAM YUAN
PRESIDENT
INCHORUS.COM
2401 MISSION COLLEGE BLVD., SUITE 259
(408) 496-6668
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-----------------------
COPY TO:
CATHRYN S. GAWNE, ESQ.
PATRICIA P. ZAHEDANI, ESQ.
SILICON VALLEY LAW GROUP
152 NORTH THIRD STREET, SUITE 900
SAN JOSE, CALIFORNIA 95112
(408) 286-6100
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 1,196,493 shares $0.83 $990,696.20 $261.54
Total 1,196,493 shares $0.83 $990,696.20 $261.54
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in this Part I are being
separately provided to the Registrant's employees, officers, directors and
consultants as specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this registration
statement:
(a) The Registrant's prospectus dated February 11, 2000, filed with the
Securities and Exchange Commission, pursuant to Rule 424(b) of the
Securities Act of 1933, as amended.
(b) The description of Common Stock contained in the section of the above-
referenced prospectus entitled "Description of Capital Stock".
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which deregisters
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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 provide for indemnification of
the officers and directors of the Registrant to the full extent permitted by
law. The Nevada Private Corporation Law provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party,
by reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to:
- any action or suit by or in the right of the corporation against expenses,
including amounts paid in settlement and attorneys' fees, actually and
reasonably incurred, in connection with the defense or settlement believed
to be in, or not opposed to, the best interests of the corporation, except
that indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent jurisdiction
to be liable to the corporation or for amounts paid in settlement to the
corporation; and
- any other action or suit or proceeding against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement, actually
and reasonably incurred, if he or she acted in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, reasonable
cause to believe his or her conduct was unlawful.
To the extent that a director, officer, employee or agent has been "successful
on the merits or otherwise" the corporation must indemnify such person. The
articles of incorporation or bylaws may provide that the expenses of officers
and directors incurred in defending any such action must be paid as incurred and
in advance of the final disposition of such action. The Nevada Private
Corporation Law also permits the corporation to purchase and maintain insurance
on behalf of the corporation's directors and officers against any liability
arising out of their status as such, whether or not the corporation would have
the power to indemnify him against such liability. These provisions may be
sufficiently broad to indemnify such persons for liabilities arising under the
Securities Act.
The Registrant intends to enter into indemnification agreements with its
directors and officers. These agreements provide, in general, that the
Registrant will indemnify such directors and officers for, and hold them
harmless from and against, any and all amounts paid in settlement or incurred
by, or assessed against, such directors and officers arising out of or in
connection with the service of such directors and officers as a director or
officer of the Registrant or its affiliates to the fullest extent permitted by
Nevada law.
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The Registrant maintains liability insurance for its directors and officers
covering, subject to exceptions, any actual or alleged negligent act, error,
omission, misstatement, misleading statement, neglect or breach of duty by such
directors or officers, individually or collectively, in the discharge of their
duties in their capacity as directors or officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of this registration statement:
Exhibit Number Description of Exhibit
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4.1 Softlink, Inc., Stock Option Agreement for Options Granted
1998 Stock Options
4.2 Softlink, Inc. letter re: Softlink Stock Option
---------------------
4.3 Option Agreement, dated November 10, 1999 between Softlink,
Inc., and Chu Chi Wai Allan.
4.4 Consulting Contract, dated July 31, 1998 between Softlink,
Inc. and Christopher J. Daly
4.5 Agreement, dated August 17, 1998 between Softlink, Inc. and
MagiTech Studios
4.6 Employment Contract, dated August 17, 1998 between Softlink,
Inc. and Ted Feng.
5.1 Opinion of Silicon Valley Law Group.
23.1 Consent of Silicon Valley Law Group (included in Exhibit
5.1)
23.2 Consent of BDO Seidman, LLP
24.1 Power of Attorney (see page II-5).
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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 the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act Securities Act of 1933, 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 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 Section 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 provisions described under Item 6
above, 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 of 1933 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 of 1933 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 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 Santa Clara, State of California, on June 6, 2000.
INCHORUS.COM
By: /s/ WILLIAM YUAN
_______________________
William Yuan
Chief Executive Officer
POWER OF ATTORNEY
Each director and/or officer of the Registrant whose signature appears
below hereby appoints William Yuan and Ralph G. Coan, Jr., and each of them
severally, as his attorney-in-fact, to sign in his name and behalf, in any and
all capacities stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this registration statement,
and the Registrant hereby also appoints each such person as its attorney-in-fact
with like authority to sign and file any such amendments in its name and behalf.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ WILLIAM YUAN
______________________ Chief Executive Officer June 6, 2000
William Yuan President
Director
/s/ EDMUND T. LEUNG
______________________ Chief Technical Officer June 6, 2000
Edmund T. Leung Director
/s/ JOHNSON C. LEE
______________________ Chairman June 6, 2000
Johnson C. Lee
/s/ RALPH G. COAN, JR.
______________________ Chief Financial Officer June 6, 2000
Ralph G. Coan, Jr. Vice President of Operations
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1 Softlink, Inc., Stock Option Agreement for Options Granted
1998 Stock Options
4.2 Softlink, Inc. letter re: Softlink Stock Option
---------------------
4.3 Option Agreement, dated November 10, 1999 between Softlink,
Inc., and Chu Chi Wai Allan.
4.4 Consulting Contract, dated July 31, 1998 between Softlink,
Inc. and Christopher J. Daly
4.5 Agreement, dated August 17, 1998 between Softlink, Inc. and
MagiTech Studios
4.6 Employment Contract, dated August 17, 1998 between Softlink,
Inc. and Ted Feng.
5.1 Opinion of Silicon Valley Law Group
23.1 Consent of Silicon Valley Law Group (included in Exhibit
5.1)
23.2 Consent of BDO Seidman, LLP
24.1 Power of Attorney (see page II-5).
