As Filed with the Securities and Exchange Commission on November 30, 2000
Registration No. 333-
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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
SITESTAR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0397234
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
16133 Ventura Boulevard, Suite 635,
Encino CA 91436
(Address of Principal Executive Offices) (Zip Code)
SITESTAR CORPORATION 1998 STOCK OPTION PLAN
(Full Title of the Plan)
Clinton J. Sallee
16133 Ventura Boulevard, Suite 635
Encino CA 91436
(818) 981 4519
(Name, Address and Telephone Number of Agent for Service)
With a copy to:
Alan C. Sklar, Esq.
Sklar Warren Conway & Williams LLP
221 N. Buffalo Drive, Suite A
Las Vegas, Nevada 89145
(702) 360-6000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate Amount of
of Securities to be Amount to be Price Per Offering Registration
Registered Registered(1) Share Price Fee(1)(2)
--------------------- ------------ --------- --------- ------------
Common Stock, par 3,000,000 $0.155 $465,000 $122.76
value $0.001
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(1) This Registration Statement covers any additional shares of Common Stock
which become issuable under the Sitestar Corporation 1998 Stock Option Plan of
Sitestar Corporation by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Registrant's
receipt of consideration which results in an increase in the number of
outstanding shares of the Registrant's Common Stock.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act, solely for the purpose of calculating the registration fee, based upon the
average of the high and low sales prices of shares of Common Stock on November
29, 2000 as reported on Over the Counter Bulletin Board.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
See Item 2 below.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in Part I, Items 1 and 2 will
be delivered to each of the participants in accordance with Form S-8 and Rule
428 promulgated under the Securities Act of 1933. The participants shall be
provided with a written statement notifying them that upon written or oral
request they will be provided, without charge, (a) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (b) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address and telephone number
to which the request is to be directed.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Sitestar Corporation hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission ("SEC"):
1. The Annual Report on Form 10-KSB for the year ended December 31, 1999,
filed with the SEC on April 13, 2000 and amended on April 12 and April 19,
2000.
2. The Quarterly Reports on Form 10-QSB for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000, filed with the SEC on May 15,
2000, August 14, 2000 and November 14, 2000, respectively; and
3. The description of our common stock set forth in the Amendment No. 4,
Registration Statement on Form 10-SB, filed with the SEC on March 31, 2000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada General Corporation Law allows us to indemnify our officers and
directors from liability incurred by reason of the fact that he or she is or was
an officer or director of the corporation. We may authorize such indemnification
if we determine that it is proper under the circumstances. This determination
can be authorized based on a vote of our stockholders, by a majority vote of a
quorum of directors who were not parties to the relevant legal action, or under
certain circumstances, by independent legal counsel in a written opinion. The
indemnification can include, but is not limited to, reimbursement of all fees,
including amounts paid in settlement and attorney's fees actually and reasonably
incurred, in connection with the defense or settlement of any action or suit by
the officer or director. The Restated Articles of Incorporation and the By-Laws
of Sitestar Corporation contain provisions relating to indemnification of
officers and directors. Those provisions appear below.
Article XII of the Articles of Incorporation of Sitestar Corporation provides as
follows:
No director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer; provided, however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer (i) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.
Article X, Section 3 of the By-Laws of Sitestar Corporation provides as follows:
Subject to applicable law, the corporation may indemnify any Director, Officer,
agent or employee as to those liabilities and on those terms and conditions as
appropriate. In any event, the corporation shall have the right to purchase and
maintain insurance on behalf of any such persons whether or not the corporation
would have the power to indemnify such person against the liability insured
against.
At present, there is no pending litigation or proceeding involving a director,
officer, employee or agent of our company as to which indemnification is being
sought.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.
<PAGE>
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, represent 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 any
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.
(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) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the 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 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 that remain unsold at the termination of the
offering.
<PAGE>
(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 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 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 Los Angeles, State of California, this 29th of
November, 2000.
SITESTAR CORPORATION
(Registrant)
By: /s/ CLINTON J. SALLEE
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Clinton J. Sallee
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on November 29, 2000.
Signature Title Date
/s/ Frederick T. Manlunas Chairman of the Board November 29, 2000
-------------------------
Frederick T. Manlunas
/s/ Clinton J. Sallee President and Chief Executive November 29, 2000
-------------------------- Officer (Principal Accounting
Clinton J. Sallee Officer)
/s/ Kevork Zoryan Director November 29, 2000
--------------------------
Kevork Zoryan
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1(i) Articles of Incorporation of the Registrant (December 17, 1992)
(filed as Exhibit 3.1(i) to the Form 10-SB filed with the
Commission on October 22, 1999 and hereby incorporated by
referenced).
3.1(ii) Amended Articles of Incorporation (July 29, 1998) (filed as
Exhibit 3.1(ii) to the Form 10-SB filed with the Commission on
October 22, 1999 and hereby incorporated by referenced)
3.1(iii) Amended Articles of Incorporation (October 26, 1998) (filed
as Exhibit 3.1(iii) to the Form 10-SB filed with the Commission
on October 22, 1999 and hereby incorporated by referenced)
3.1(iv) Amended Articles of Incorporation (July 14, 1999) (filed as
Exhibit 3.1(iv) to the Form 10-SB filed with the Commission on
October 22, 1999 and hereby incorporated by referenced)
3.1(v) Amended Articles of Incorporation (July 28, 1999) (filed as
Exhibit 3.1(v) to the Form 10-SB filed with the Commission on
October 22, 1999 and hereby incorporated by referenced)
3.2 By-laws of the Registrant (December 17, 1992)(filed as Exhibit
3.2(I) to the Form 10-SB filed with the Commission on October 22,
1999 and hereby incorporated by referenced)
5.1. Opinion of Sklar Warren Conway & Williams LLP as to the validity
of the Common Stock being registered hereunder.
23.1 Consent of Merdinger, Fruchter, Rosen & Corso, P.C.
23.2 Consent of Sklar Warren Conway & Williams LLP (Reference is made
to Exhibit 5.1).
99.1 Sitestar Corporation 1998 Stock Option Plan.
