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As filed with the Securities and Exchange Commission on August 4, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QORUS.COM , INC.
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 65-0358792
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
11320 RANDOM HILLS ROAD, SUITE 590
FAIRFAX, VIRGINIA 22030
(Address of Principal Executive Offices) (Zip Code)
QORUS.COM, INC.
1999 STOCK OPTION PLAN
(Full Title of the Plan)
JAMES W. BLAISDELL
QORUS.COM, INC.
11320 RANDOM HILLS ROAD, SUITE 590
FAIRFAX, VIRGINIA 22030
(Name and Address of Agent for Service)
(703) 279-7160
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $0.001
per share 2,000,000 $1.9375* $3,875,000* $1,023
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h). Pursuant to Rule 457(c), this
estimate is based upon the average of the bid and the ask prices of the
Registrant's common stock, par value $0.001 per share, on August 1, 2000
(as reported on the OTC Bulletin Board).
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission"):
(a) The Registrant's Registration Statement on Form 10-SB (File
No. 0-27551);
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since December 4, 1999; and
(c) The description of the Registrant's common stock, par value
$.01 per share (the "Common Stock"), contained in the
Registrant's Registration Statement on Form 10-SB filed by the
Registrant with the Commission pursuant to Section 12 of the
Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All documents filed by the Registrant and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The articles of incorporation and bylaws of Qorus provide that Qorus
will indemnify, to the full extent and in the manner permitted under the laws of
the State of Florida and any other applicable laws, any person made or
threatened to be made a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of this corporation or served any other enterprise as a
director or officer at the request of this corporation. These rights of
indemnification are not exclusive of any other rights to which any director or
officer or his legal representative may be entitled.
ITEM 8. EXHIBITS
4.1(1) Articles of Incorporation, as amended
4.2(2) Bylaws
5.1* Opinion of Winstead Sechrest & Minick P.C. regarding the validity of
the securities being registered
23.1* Consent of Farber & Hass LLP
1
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23.2* Consent of Winstead Sechrest & Minick P.C. (included as part of Exhibit
5.1)
24.1* Power of Attorney (See Page S-1 of this Registration Statement).
99.1(3) Qorus.com, Inc. 1999 Stock Option Plan
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*Filed herewith.
(1) Incorporated herein by referenced to Exhibit 2.1 to the Registrant's
Registration Statement on Form 10-SB (File No. 0-27551).
(2) Incorporated herein by reference to Exhibit 2.2 to the Registrant's
Registration Statement on Form 10-SB (File No. 0-27551).
(3) Incorporated herein by reference to Exhibit 6.1 to the Registrant's
Registration Statement on Form 10-SB (File No. 0-27551).
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:
(i) 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 any of the securities being registered which remain unsold at
the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statement required by Rule 3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at
least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements
on Form F-3, a post-effective amendment need not be filed to include
financial statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by
Section 10(a)(3) of the Act or Rule
2
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3-19 of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Form F-3."
(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 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 Act and
will be governed by the final adjudication of such issue.
3
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfax, State of Virginia, on this 2nd day of
August, 2000.
QORUS.COM, INC.
By: /s/ James W. Blaisdell
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James W. Blaisdell
Executive Chairman, Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Patrick J. Haynes, III, and James
W. Blaisdell, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign any
and all documents relating to this Registration Statement, including any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits and supplements thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and hereby grants to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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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 date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Patrick J. Haynes, III Director, Senior Chairman August 2, 2000
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Patrick J. Haynes, III
/s/ James W. Blaisdell Director, Executive Chairman, August 2, 2000
----------------------------- Chief Executive Officer and
James W. Blaisdell President (Principal Executive
Officer)
/s/ John Talkington Chief Financial Officer (Principal August 2, 2000
----------------------------- Accounting Officer)
John Talkington
/s/ George M. Middlemas Director August 2, 2000
-----------------------------
George M. Middlemas
/s/ William Salatich Director August 2, 2000
-----------------------------
William Salatich
/s/ Robert T. Isham, Jr. Director August 2, 2000
-----------------------------
Robert T. Isham, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1(1) Articles of Incorporation, as amended.
4.2(2) Bylaws of the Registrant.
5.1* Opinion of Winstead Sechrest & Minick P.C.
23.1* Consent of Farber & Hass LLP
23.2* Consent of Winstead Sechrest & Minick P.C. (included as part of Exhibit 5.1)
24.1* Power of Attorney (See Page II-1 of this Registration Statement)
99.1(3) Qorus.com Inc. 1999 Stock Option Plan
</TABLE>
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* Filed herewith
(1) Incorporated herein by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form 10-SB (File No. 0-27551).
(2) Incorporated herein by reference to Exhibit 2.2 to the Registrant's
Registration Statement on Form 10-SB (File No. 0-27551).
(3) Incorporated herein by reference to Exhibit 6.1 to the Registrant's
Registration Statement on Form 10-SB (File No. 0-27551).
