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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
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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 25,000 $ 1.89 (1) $47,250 $ 13.31
($0.001 par value)
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TOTAL 25,000 (2) $ 1.89 (1) $47,250 $ 13.31
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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 Bulletin 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
Agreement.
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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:
3. The Registrant's Registration Statement on Form 10-SB filed October 21,
1999, amended December 7, 1999 and December 15, 1999.
4. The Registrant's Report on Form 10-QSB for the quarter ended November
30, 1999, filed January 14, 2000.
5. The Registrant's Report on Form 10-QSB for the quarter ended February
29, 2000, filed April 13, 2000.
6. The Registrant's Preliminary Proxy on Form 14A filed April 20, 2000.
7. The Registrant's Definitive Proxy on Form 14A filed May 3, 2000.
8. 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.
9. 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.
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.
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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 this Registration
Statement, Ms. Cano is seeking to register 25,000 shares of such Common Stock.
Shares 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
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 Kristin
M. Cano.
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
(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.
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(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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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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 Kristin M.
Cano.
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 25,000 shares of Common Stock (the "Shares"), pursuant to a Professional
Services Agreement with Kristin M. Cano. 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 Agreement.
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 Agreement, 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 as of March 9, 2000, by and between Acubid.com Inc., a Delaware
corporation with offices at 1947 Camino Vida Roble, Suite 102, Carlsbad,
California 92008 ("Acubid") and Kristin M. Cano, with offices at One Corporate
Plaza Suite 110, Newport Beach, California 92660.
W I T N E S S E T H:
WHEREAS, Kristin has performed legal services for Acubid and Acubid is
presently indebted to Kristin in the amount of Eighteen Thousand, Fifty Five and
25/100 dollars ($18,055.25) for services rendered through January 20, 2000; and,
WHEREAS, Acubid desires to issue and deliver to Kristin twenty five
thousand (25,000) Shares of Common Stock, $.001 par value, of Acubid in payment
of the aforementioned $18,055.25, and Kristin desires to accept 25,000 Shares of
Acubid Common Stock in satisfaction of the aforesaid $18,055.25;
NOW, THEREFORE, in consideration of the provisions herein contained,
the parties hereto herby agree as follows:
1. Acubid acknowledges that it is indebted to Kristin in the
amount of $18,055.25 for services rendered through February
29, 2000 to Acubid and hereby agrees to issue and deliver to
Kristin 25,000 Shares of its Common Stock, $.001 par value, in
payment of the aforesaid $18,055.25 debt and Kristin hereby
agrees to accept 25,000 Shares of Acubid Common Stock, $.001
par value, as payment of the aforesaid $18,055.25.
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2. Acubid hereby agrees to use its best efforts to register the
25,000 Shares of Acubid Common Stock issued to Kristin here
under with the Securities and Exchange Commission by filing a
registration statement of Form S-8 with respect to such Shares
as soon as practicable following the issuance of such Shares.
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/ Lawrence Schaffer
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LAWRENCE SCHAFFER
President
/s/ Kristin M. Cano
---------------------------------
KRISTIN M. CANO
Attorney at Law
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
