UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POWER KIOSKS, INC.
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(Name of small business issuer in its charter)
Florida 65-0522144
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(State or other jurisdiction (I.R.S. Employer or
of incorporation organization) Identification No.)
181 Whitehall Drive
Markham, Ontario, Canada L3R 9T1
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(Address of principal place of business) (zip code)
POWER KIOSKS, INC.
Year 2000 Supplemental Employee/Consultant Stock Compensation Plan
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(Full title of the plan)
Mintmire & Associates
265 Sunrise Avenue, Suite 204,
Palm Beach, FL 33480
Tel: (561) 832-5696
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT MAXIMUM AGGREGATE REGISTRATION
TO BE TO BE OFFERING OFFERING FEE (1)
REGISTERED REGISTERED PRICE PRICE
(2) PER SHARE PER SHARE
----------------- ----------- --------- ---------- -------------
Common Stock 700,000 $4.70 $4.70 $869.00
Par Value $0.0001
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(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the average closing price of
the Company's Common Stock on October 25, 2000, October 26, 2000, October 27,
2000, October 30, 2000 and October 31, 2000, as reported on the OTC Electronic
Bulletin Board.
(2) Represents the maximum number of shares which may be granted under the Power
Kiosks, Inc. Year 2000 Supplemental Employee/Consultant Stock Compensation Plan
(the "Plan").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(1) The Registrant's Registration Statement on Form l0-SB filed October
22, 1999;
(2) The Registrant's Current Report on Form 8-K filed October 31, 2000;
(3) All other reports filed by the Registrant with the Commission pursuant
to Section 13(a) or Section 15(d) of the Exchange Act since the filing
of the Registrant's Registration Statement referred to above; and
(4) The description of the Common Stock of the Registrant contained in the
Registrant's Registration Statement.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto 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 herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
The Bylaws of the Registrant contain provisions which provide for the
indemnification of directors, officers, and other employees or agents of the
Registrant properly appointed to serve in an official capacity who while acting
in good faith, in the best interests of the Registrant, and within the scope of
their offices, are or are threatened to be named as a defendant or respondent in
a civil or criminal action. The extent of the indemnification is limited to
judgements, penalties, fines, settlements and reasonable expenses actually
incurred.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.2 * Opinion of Mintmire & Associates
10.8 * Power Kiosks, Inc. Year 2000 Supplemental Employee/Consultant Stock
Compensation Plan
23.3 * Consent of KPMG, LLP
23.4 Consent of Mintmire & Associates (contained in the opinion filed as
Exhibit 5.2 hereof)
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(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(c) (1) to file, during any period in which it offers or sells securities, a
post effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, to treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering;
(3) to remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person
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<PAGE>
in connection with the securities being registered, the Company will, unless in
the opinion of this counsel that 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 jurisdiction of such issue.
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<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, in the City of Toronto.
POWER KIOSKS, INC.
By:
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Ronald Terry Cooke, President
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.
Signature Title Date
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/s/ Ronald Terry Cooke
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Ronald Terry Cooke Chairman and President 10/26/2000
/s/ Allan Turowetz
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Allan Turowetz Vice President and Director 10/26/2000
/s/ Jean Beliveau
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Jean Beliveau Director 10/26/2000
/s/ June Nichols-Sweeney
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June Nichols-Sweeney Director 10/26/2000
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