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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
OPEN DOOR ONLINE, INC.
(Exact name of issuer as specified in its charter)
New Jersey 05-0460102
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
46 Old Flat River Road, Coventry, Rhode Island 02816
(Address of Principal Executive Offices) (Zip Code)
AGREEMENT WITH EMPLOYEE
(Full title of the Plan)
David N. DeBaene, 46 Old Flat River Road, Coventry, Rhode Island 02816
(Name and address of agent for service)
(401) 397-5987
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed
Title of Securities Amount to Offering Price Maximum Aggregate Amount of
to be Registered be Registered Per Share(1) Offering Price(1) Registration Fee
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Common Stock 42,400 $0.59 $25,016 $6.60
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(1) Pursuant to Rule 457, estimated solely for the purpose of calculating the
registration fee, and computed in accordance with the average of last sale
prices of the Common Stock for the five (5) trading days prior to and
including November 1, 2000, as reported by OTCBB.
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PART I
ITEM 1. PLAN INFORMATION
OPEN DOOR ONLINE, INC.
EMPLOYMENT AGREEMENT
The information set forth herein together with the documents annexed hereto
and made part hereof and incorporated herein by reference relates to the shares
of common stock of Open Door Online, Inc. (the "Company") to be issued to the
employee to pay for services rendered to the Company by said employee. The
employment agreement attached is:
A) 10.1 Employment Agreement made and entered into this 1st day of March,
2000 with Norman J. Birmingham, employee to provide services as the
Chief Financial Officer of Open Door Online, Inc. The employee has
agreed to accept common stock for $25,016 of pay not received in cash
for 42,400 shares of company common stock, par value $0.001.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of such person, a
copy of any document incorporated in this Registration Statement by reference,
except exhibits to such information, unless such exhibits are also expressly
incorporated by reference herein, Request for such information should be
directed to Open Door Online, Inc., 46 Old Flat River Rd., Coventry, RI 02816,
Attention: Corporate Secretary, telephone (401) 397-5987.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
1. Annual Report on Form 10-KSB for the year ended December 31, 1999;
2. Quarterly Reports on Form 10-QSB for the quarterly periods ended
March 31, 2000 and June 30, 2000;
3. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, including but not
limited to, subsequently filed amendments to the above listed
documents and subsequently filed forms 10-KSB, 10-QSB, and 8-K, prior
to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or deemed to be
incorporated by reference herein modified or supersedes such statement. All
information appearing in this Registration Statement is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in documents incorporated herein by reference, except to the extent
set forth in the immediately preceding statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. IDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company is permitted by New Jersey law and required by its Certificate
of Incorporation and By-Laws to indemnify any present or former director,
officer, employee or agent against all expenses and liabilities reasonably
incurred by him in connection with any legal action in which such person is
involved by reason of his position with the Company unless he is adjudged liable
for negligence or misconduct in the performance of his duties as a director,
officer, employee or agent.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following are filed as exhibits to this Registration Statement:
EXHIBIT NO.
5 Opinion of Richard Greene, Esq.
10.1 Employment Agreement of Norman J. Birmingham
23.1 Consent of Richard Greene, Esq. (included in Exhibit 5)
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; and
iii. To include any additional or changed material information
with respect to the plan of distribution.
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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 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Section 13 (a) or 15 (d) of the 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 the registration 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
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Coventry, State of Rhode Island this 1sth day of
November, 2000.
Signature Title Date
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/s/ David N. Debaene President and Chief November 7, 2000
---------------------------- Executive Officer
David N. DeBaene (Principal Executive Officer)
/s/ Norman J. Birmingham Chief Financial Officer November 7, 2000
---------------------------- (Principal Financial Officer)
Norman J. Birmingham
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