<PAGE>
File No.:_________
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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XRAYMEDIA.COM, INC.
(Exact name of issuer as specified on its charter)
Minnesota 52-224-8689
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
555 West Hastings Street, Suite 800
Vancouver, British Columbia V6B 4N5, Canada
(Address of principal executive offices)
XRAYMEDIA.COM, INC.
STOCK OPTION PLAN
(Full title of the plan)
Please send copies of all communications to:
With copies to:
RAYMOND C. DABNEY JAMES L. VANDEBERG, ESQ.
President, XRAYMEDIA.com, Inc. Ogden Murphy Wallace, P.L.L.C.
555 West Hastings Street 1601 Fifth Avenue, Suite 2100
Vancouver, British Columbia V6B 4N5 Seattle, Washington 98101-1686
(888) 777-0658 (206) 447-7000
(Name, address including zip code,
telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount Being Offering Price Aggregate Offering Amount of
Being Registered Registered Per Share (1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
($.001 Par Value) 3,300,000 $0.56 $1,848,000 $487.87
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</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) Determined solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(h)(1, 3) and Rule 457(c) under the
Securities Act of 1933 (the "Securities Act"), the price per share is
computed based on the closing price reported for shares of the Registrant's
Common Stock as of October 17, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
---------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in the Registration
Statement:
(a) The Registrant's annual report for the year ended December 31, 1999
filed with the Securities and Exchange Commission on Form 10-KSB.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Registrant document referred to
in (a) above.
(c) The description of the Common Stock contained in the Registrant's
effective registration statement on Form 10-SB, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),13(c), 14
and 15(d) of the Exchange Act, after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities covered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof commencing on the respective dates on which
such documents are filed.
Item 5. Interests of Named Experts and Counsel.
James L. Vandeberg is a shareholder of the Registrant and of counsel in the
law firm of Ogden Murphy Wallace, P.L.L.C., counsel to the Registrant. Mr.
Vandeberg directly owns 25,000 shares of the Registrant's common stock and has
warrants to acquire 25,000 shares of the Registrant's common stock at a price of
either a) $0.30 per share if exercised by April 15, 2001 or b) $0.50 per share
if exercised by April 15, 2002.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that the Registrant must
indemnify each of its (i) fiduciaries within the meaning of the Employee
Retirement Income Security Act of 1974, as amended, with respect to any employee
benefit plan, and (ii) directors and officers, to the fullest extent permitted
under the Minnesota Corporations Act, against all liabilities incurred by reason
of the fact that the person is or was a director or officer of the Registrant or
a fiduciary of an employee benefit plan, or is or was serving at the request of
the Registrant as a director or officer, or fiduciary of an employee benefit
plan, of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
The effect of these provisions is potentially to indemnify the Registrant's
directors and officers from all costs and expenses of liability incurred by them
in connection with any action, suit or proceeding in which they are involved by
reason of their affiliation with the Registrant.
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Item 7. Exemption from Registration Claimed.
No restricted securities are to be re-offered or resold pursuant to this
registration statement.
Item 8. Exhibits.
Exhibit Number Description
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4.1 Xraymedia.com, Inc. Performance Stock Plan
5.1 Opinion of Ogden Murphy Wallace, P.L.L.C.
23.1 Consent of Bendinger & Co.
23.2 Consent of Ogden Murphy Wallace, P.L.L.C. (see Exhibit 5.1)
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, 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.
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
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.
h. Insofar as indemnification for liabilities arising under the Securities Act
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.
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SIGNATURES
The Registrant. 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 Vancouver, Province of British Columbia, CANADA, on
October 1, 2000.
XRAYMEDIA.COM, INC.
/s/ Raymond C. Dabney
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Raymond C. Dabney
President and Chief Executive Officer
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.
/s/ Raymond C. Dabney President, Chief Executive 10/1/00
--------------------------------- Officer and Director -------
Raymond C. Dabney (Date)
/s/ Gord Woodward Vice-President, Chief Information 10/1/00
--------------------------------- Officer and Director -------
Gord Woodward (Date)
/s/ Brian Walker Director 10/1/00
--------------------------------- -------
Brian Walker (Date)
/s/ Meir Kahtan Vice President, Treasurer and 10/1/00
--------------------------------- Director -------
Meir Kahtan (Date)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the locations and on the dates set
forth below.
XRAYMEDIA.COM, INC. PERFORMANCE STOCK PLAN
/s/ Raymond C. Dabney Director 10/1/00
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Raymond C. Dabney (Date)
/s/ Gord Woodward Director 10/1/00
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Gord Woodward (Date)
/s/ Brian Walker Director 10/1/00
--------------------------------- -------
Brian Walker (Date)
/s/ Meir Kahtan Director 10/1/00
--------------------------------- -------
Meir Kahtan (Date)
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LIST OF EXHIBITS
Exhibit Number Description Page No.
4.1 Xraymedia.com, Inc, Performance Stock Plan
5.1 Opinion of Ogden Murphy Wallace, P.L.L.C.
23.1 Consent of Bendinger & Co.
23.2 Consent of Ogden Murphy Wallace, P.L.L.C.
(see Exhibit 5.1)
