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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Acubid.com, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 85-0270072
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
Professional Compensation Agreement
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Lawrence Schaffer
1947 Camino Vida Roble
Suite 102
Carlsbad, California 92008
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(Name and address of agent for service)
(760) 804-0023
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(Telephone number of agent for service)
Copies to:
Kristin M. Cano
One Corporate Plaza, Suite 110
Newport Beach, California 92660
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock 5,000 $ 1.89 (1) $ 9,450 $ 2.66
($0.001 par value)
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TOTAL 5,000 (2) $ 1.89 (1) $ 9,450 $ 2.66
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) on the basis of the average
of the high and low prices of the Common Stock of the Registrant as
traded in the over-the-counter market and reported on the Over-
the-Counter Bulleting Board of the National Association of Securities
Dealers on May 10, 2000.
(2) Shares registered pursuant to this Registration Statement available
for issuance pursuant to the attached Professional Compensation
Agreements.
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Part I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
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ITEM 1. Plan Information
ITEM 2. Registrant Information
The Information required by Items 1 and 2 of Part I is included in the
documents sent or given to the participants.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Acubid.com, Inc.. (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:
The following documents of Acubid.com, Inc.. (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:
4. The Registrant's Registration Statement on Form 10-SB filed October 21,
1999, amended December 7, 1999 and December 15, 1999.
5. The Registrant's Report on Form 10-QSB for the quarter ended November 30,
1999, filed January 14, 2000.
6. The Registrant's Report on Form 10-QSB for the quarter ended February 29,
2000, filed April 13, 2000.
7. The Registrant's Preliminary Proxy on Form 14A filed April 20, 2000.
8. The Registrant's Definitive Proxy on Form 14A filed May 3, 2000.
9. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB, as amended, filed with
the Commission.
10. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered
by the above reference to the Registrant's Report on Form 10-SB, as
amended, filed with the Commission.
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In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (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
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents with the Commission. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement to the extent that a statement
contained herein, or in a subsequently filed document incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superceded, to
constitute part of the Registration.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Counsel for the Registrant, Kristin M. Cano, whose opinion is included
herewith is the holder of 35,000 shares of the Registrant's Common Stock and the
fair market value of such shares exceeds $50,000. In addition to the
registration of the shares of other counsel for the Registrant, a separate
registration statement was filed seeking to register 25,000 shares Ms. Cano's
Common Stock. Shares of all counsel included in this Registration Statement were
not received for services in connection with a capital raising transaction or
the direct or indirect promotion or maintenance of a market in the Registrant's
securities.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The statutes, charter provisions, by-laws, contracts or other
arrangements under which controlling persons, directors or officers of the
Registrant are insured or indemnified in any manner against any liability which
may occur in such capacity are as follows:
The General Corporation Law of Delaware (the "DGCL") provides that a
corporation may limit the liability of each director to the corporation or its
stockholders for monetary damages except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omission not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases, and (iv) for any transaction from which the
director derives an improper personal benefit. The Registrant's by-laws provide
for the elimination and limitation of the personal liability of directors of the
Registrant for monetary damages to the fullest extent permitted by the DGCL. The
effect of this provision is to eliminate the rights of the Registrant and its
stockholders (through stockholders' derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Registrant or any stockholder to seek non-monetary relief such as
an injunction or rescission in the event of a breach of a director's duty of
care. The by-laws also provide that the Registrant shall, to the full extent
permitted by the DGCL, as amended from time-to-time, indemnify and advance
expenses to each of its currently acting and former directors, officers,
employees and agents.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Kristin M. Cano, Attorney at law, as to the
validity of the securities registered hereunder.
10.1 Professional Services Agreement between Registrant and Jeffrey
Marcus
23.1 Consent of Kristin M. Cano (set forth in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Israeloff Trattner & Company
23.3 Consent of Kelly & Company
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 prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof), which, individually or in the
aggregate, if the total dollar value of securities
offered would not exceed that which was registered
and any deviation from the low or high end of the
estimated maximum offering range represents a
fundamental change in the information set forth in
the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and nay deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
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(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and
(a)(1) (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8 and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of this
Securities Exchange Act of 1934 that are incorporated
by reference 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 at the time and 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 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
(and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(h) 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 against
the Company 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, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, in the City of
Carlsbad, State of California on May 10, 2000.
Acubid.com, Inc.
By: /S/ Lawrence Schaffer
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Lawrence Schaffer
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
By: /S/ Lawrence Schaffer May 10, 2000
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Lawrence Schaffer
Acting Chief Financial Officer and
Director
By: /S/ Michael Schaffer May 10, 2000
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Michael Schaffer
Chief Executive Officer and Director
By: /S/ Waddy Stephenson May 10, 2000
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Waddy Stephenson
Vice President, Technology and
Director
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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5.1 Opinion of Kristin M. Cano, Attorney at law, as to the validity
of the securities registered hereunder.
10.1 Professional Services Agreement between Registrant and Jeffrey
Marcus
23.1 Consent of Kristin M. Cano (set forth in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Israeloff Trattner & Company
23.3 Consent of Kelly & Company
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EXHIBIT 5.1
OPINION OF KRISTIN M. CANO
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LAW OFFICE OF KRISTIN M. CANO,
ONE CORPORATE PLAZA, SUITE 110
NEWPORT BEACH, CA 92660
TELEPHONE: (949) 759-1505
FACSIMILE: (949) 640-9535
May 10, 2000
Acubid.com, Inc.
1947 Camino Vida Roble, Suite 102
Carlsbad, California 92008
Re: Registration Statement on Form S-8
Ladies & Gentlemen:
Acubid.com, Inc., a Delaware corporation (the "Company"), proposes to
issue under a Form S-8 Registration Statement (the "Registration Statement") up
to 17,500 shares of Common Stock (the "Shares"), pursuant to the Professional
Services Agreement with Jeffrey Marcus. You have requested our opinion with
respect to the shares of common stock, par value $0.001, included in the Form
S-8 registration filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act").
In rendering the following opinion, we have examined and relied only
upon the documents, certificates of officers of the Company as are specifically
described below. In our examination, we have assumed the genuineness of all
signatures, the authenticity, accuracy and completeness of the documents
submitted to us as originals, and the conformity with the original documents of
all documents submitted to us as copies. Our examination was limited to the
following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. By-Laws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the Agreements and the issuance of the Shares;
4. The Registration Statement, together with all amendments thereto,
exhibits filed in connection therewith and incorporated therein by
reference and form of prospectus contained therein including all
documents incorporated therein by reference; and
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5. The Professional Services Agreements.
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records. As to various questions of fact material
to such opinions, we have relied upon statements or certificates of officials
and representatives of the Company and others.
Based upon and subject to the foregoing, it is our opinion that the
shares of Common Stock being registered in the Form S-8 when issued under the
Form S-8 and the Professional Services Agreements, subject to effectiveness of
the Registration Statement and compliance with applicable Blue Sky laws, and
subject to the proper execution and delivery of stock certificates evidencing
the Shares, when issued and delivered against payment therefor in accordance
with the terms of the Agreements, and as set forth in the Registration
Statement, will constitute legally issued, fully paid and non-assessable shares
of common stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; and to the filing of this opinion in connection with
such filings of applications as maybe necessary to register, qualify or
establish eligibility for an exemption from registration or qualification of the
Shares under the blue sky laws of any state or other jurisdiction although we
express no opinion as to state securities laws herein. In giving this consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
The opinions set forth herein are based upon the federal laws of the
United States of America, the laws of the State of California and the corporate
laws of the State of Delaware all as now in effect. We express no opinion as to
whether the laws of any particular jurisdiction apply, and no opinion to the
extent that the laws of any jurisdiction other than those identified above are
applicable to the subject matter hereof.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to our
attention after the effective date of the Registration Statement.
Very truly yours,
\S\ Kristin M. Cano
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Law Office of Kristin M. Cano
AGREEMENT, dated January 3, 2000, by and between Acubid.com Inc., a
Delaware corporation with offices at 1947 Camino Vida Roble, Suite 102,
Carlsbad, California 92008 ("Acubid") and Jeffrey Marcus, with offices at 777
Third Avenue, 19th Floor, New Yord, New York 10017 ("Marcus").
W I T N E S S E T H:
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WHEREAS, Marcus has performed legal services for Acubid and Acubid is
presently indebted to Marcus in the amount of Eighteen Thousand Seven Hundred
Fifty ($18,750.00) Dollars; and
WHEREAS, Acubid desires to issue and deliver to Marcus twenty five
thousand (25,000) Shares of Common Stock, $.001 par value, of Acubid in payment
of the aforementioned $18,750.00, and marcus desires to accept 25,000 shares of
Acubid Common Stock in satisfaction of the aforesaid $18,750.00;
NOW, THEREFORE, in consideration of the provisions herein contained,
the parties hereto hereby agree as follows:
1. Acubid acknowledges that it is indebted to Marcus in the amount of
$18,750.00 for past services rendered to Acubid and hereby agrees to issue and
deliver to Marcus 25,000 Shares of its Common Stock, $.001 par value, in payment
of the aforesaid $18,750.00 debt and Marcus hereby agrees to accept 25,000
Shares of Acubid Common Stock, $.001 par value, as payment of the aforesaid
$18,750.00.
2. Acubid hereby agrees to use its best efforts to register the 25,000
Shares of Acubid Common Stock issued to Marcus hereunder with the Securities and
Exchange Commission by filing a registration statement on Form S-8 with respect
to such Shares as soon as practicable following the issuance of such Shares.
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3. This Agreement contains the entire understanding of the parties
hereto with respect to the subject matter contained herein and supercedes all
prior agreements and understandings between the parties.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the day and year first above written.
ACUBID.COM INC.
By: /s/ Michael Schaffer
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Michael Schaffer,
Chief Executive Officer
/s/ Jeffrey Marcus
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Jeffrey Marcus
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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Israeloff Trattner & Company
Certified Public Accountants, Consultants
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report dated December 2, 1999, relating to the financial
statements of Acubid.com, Inc. included in the Registration Statement filed on
Form 10-SB of Acubid.com, Inc. for the fiscal year ended August 31, 1999.
/s/ Israeloff, Trattner & Co.
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Israeloff, Trattner & Co. P.C.
Valley Stream, New York
May 11, 2000
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
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Kelley & Company
Certified Public Accountants, Consultants
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated August 12, 1999, on our audit of the financial
statements of AcuBid.Com, Inc. as of August 31, 1998, and for the two years in
period ended August 31, 1998, appearing in the registration statement on Form
10-SB (SEC File NO. 000-27757) of AcuBid.Com, Inc. filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1934.
/s/ Kelly & Company
Kelly & Company
Newport Beach, California
May 11, 2000
