SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEB4BOATS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1080043
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
P.O. Box 1028
La Jolla, California 92038
(858) 459-2628
(Address of principal executive offices)
Individual Plans for Stacy Levin and Tammy Billington
(Full title of plan)
Mr. Dennis Schlagel
President
P.O. Box 1028
La Jolla, CA 92038
(Name and address of agent for service)
(858) 459-2628
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================
Title of Proposed maximum Proposed maximum Amount of
securities Amount to be offering price Aggregate offering Registration
to be registered registered per share Price fee
=============================================================================
Common Stock
($.001 par
value) 340,000 $0.455 $154,700 $40.84
=============================================================================
Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average high and
low prices on September 22, 2000.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section
10(a) prospectus is omitted from the registration statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Web4Boats.com, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's General Form for Registration of Securities of
Small Business Issuers Under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934 on Form 10SB;
(b) all other reports filed by the Company pursuant to Section
13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since the end of the fiscal year covered by the
document referred to in (a), above; and
(c) any document filed by the Company with the Commission pursuant
to Sections 13(a), 13( c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof, but prior to the filing of a post-effective
amendment to this Registration Statement which Indicates that all shares of
Common Stock registered hereunder have been sold or that de-registers all
such shares of Common Stock then remaining unsold, such documents being
deemed to be incorporated by reference herein and to be 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.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
provides, in general, that a corporation incorporated under the laws of the
State of Delaware, such as the Company, may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe such person's conduct was unlawful. In the case of a
derivative action, a Delaware corporation may indemnify any such person
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or any other court in which such action was
brought determines such person is fairly and reasonable entitled to indemnity
for such expenses.
Our certificate of incorporation provides that directors and
officers shall be indemnified to the fullest extent allowed by the laws of
Delaware. Our bylaws provide that no director of officer of the Company
shall be liable for the acts, defaults, or omissions of any other director or
officer, or for any loss sustained by the Company, unless the same has
resulted from his or her own willful misconduct, willful neglect or
negligence. In addition, expenses incurred by a director or officer in
defending any action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of our Company shall be paid by the Company
unless such officer or director is adjudged liable for negligence or
misconduct in the performance of his or her duties.
This means that our certificate of incorporation provides that a
director is not personally liable for monetary damages to us or our
stockholders for breach of his or her fiduciary duties as a director. A
director will be held liable for a breach of his or her duty of loyalty to us
or our stockholders, his or her intentional misconduct or willful violation
of law, actions or in actions not in good faith, an unlawful stock purchase
or payment of a dividend under Delaware law, or transactions from which the
director derives an improper personal benefit. This limitation of liability
does not affect the availability of equitable remedies against the director
including injunctive relief or rescission.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
NO. Description
--- -----------
4.1 Consulting Agreement-Tammy Billington
4.2 Internet Marketing Agreement-Stacy Levin
5.1 Opinion of Counsel regarding the legality of the
securities registered hereunder.
23.1 Consent of Carl S. Sanko
23.2 Consent of Counsel (Included as part of Exhibit 5.1)
24 Power of Attorney (Contained within Signature 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 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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 mean of a post-effective
amendment any of the securities being registered hereunder that remain unsold
at the termination of the offering.
(b) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 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 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 Company pursuant to the above-described
provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
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 La Jolla, State of California on
September 25, 2000.
Web4Boats.com, Inc.
By: /s/ Dennis Schlagel
----------------------------------
Dennis Schlagel, President & Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis Schlagel and Blair J. Merriam, each of
them acting individually as his attorney-in-fact, each with full power of
substitution and resubstitution, for him in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
---------- ----- ----
/s/ Blair J. Merriam General Manager September 25, 2000
--------------------
Blair J. Merriam
/s/ Dennis Schlagel Chief Financial Officer and September 25, 2000
-------------------- Chief Accounting Officer
Dennis Schlagel
/s/ Daniel Thornton Director September 25, 2000
--------------------
Daniel Thornton
INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
--- ----------- --------------
4.1 Consulting Agreement-Tammy Billington
4.2 Internet Marketing Agreement-Stcy Levin
5.1 Opinion of Counsel regarding the legality of the
securities registered hereunder.
23.1 Consent of Carl S. Sanko
23.2 Consent of Counsel (Included as part of Exhibit 5.1)
24 Power of Attorney (Contained within Signature Page)
Exhibit 4.1
CONSULTING AGREEMENT -TAMMY BILLINGTON
CONSULTING AGREEMENT
This Agreement is made effective as of the 20th day of September, 2000 by and
between Tammy Billington and Web4Boats.com, Inc.
In this Agreement, the party who is contracting to receive services shall be
referred to as "Client" and the party who will be providing the services
shall be referred to as "Billington".
Billington has a background in Consulting and is willing to provide services
to Client based on this background.
Client desires to have services provided by Billington.
Therefore, the parties agree as follows:
DESCRIPTION OF SERVICES. Beginning on September 20, 2000, Billington will
provide the following services (collectively, the "Services"): To develop
expansion of Internet marketing in the areas of 1) strategic affiliations; 2)
strategic content providers; 3) traffic enhancement and expansion; and 4)
techniques using the Internet for brand awareness.
PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Billington shall be
determined by Client. Client will rely on Billington to work as many hours as
may be reasonably necessary to fulfill its obligations under this Agreement.
PAYMENT. Client will pay a fee to Billington for the Services in the amount
of two hundred fifty thousand (250,000) shares of common stock of EBOT.
TERM/TERMINATION. This Agreement shall be effective for a period commencing
September 20, 2000 and terminating January 31, 2001.
EMPLOYEES. Billington employees, if any, who perform Services for Client
under this Agreement shall also be bound by the provisions of this Agreement.
NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage prepaid, addressed as follows:
IF for Billington:
Ms. Tammy Billington
29983 Big Range Road
Canyon Lake, CA 92587
IF for Client:
Web4Boats.com, Inc.
Dennis Schlagel
Chief Executive Officer
P.O. Box 1028
La Jolla, CA 92038
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to
be valid and enforceable. If a court finds that any provisions of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforces as so limited.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance
with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.
Party receiving Services:
Web4Boats.com
By: _______________________________________
Dennis Schlagel, Chief Executive Officer
Party providing Services:
TAMMY BILLINGTON
By: ________________________________________
Tammy Billington
Exhibit 4.2
INTERNET MARKETING AGREEMENT
Stacy Levin
5580 La Jolla Blvd. #2
La Jolla, CA 92037
INTERNET MARKETING AGREEMENT
This agreement is made by and between Web4Boats.com. (the "COMPANY"), and
Stacy Levin (the "CONSULTANT). In consideration of the mutual promise
contained herein and on the terms and conditions hereinafter set fourth, the
Company and Consultant agree as follows:
PROVISION OF SERVICES Stacy Levin (the Consultant) will provide Internet
Marketing Consultation Services.
(A) Consultant shall, to the extent reasonably required in the conduct
of the business of the Company, place at the disposal of the Company his
judgment and experience. By written request of Stacy Levin by the Company,
shall provide Internet marketing and information distribution services.
Services to Include:
E-mail lead generation, collection and distribution.
Register Web4Boats.com's website on 100 search engines.
Utilize Meta-Tags to increase Web site traffic.
Initiate a Direct Mail Program to a targeted market.
(B) Consultant shall use its best effort in the furnishings of advice
and recommendations, and for this purpose. Consultant at all times, will
maintain or keep and make available qualified persons or a network of
qualified outside professionals for the performance of its obligations under
this agreement. To the extent reasonably practical, consultant shall use its
own personnel rather than outside professionals.
2. COMPENSATION
Payment structure is to be paid on a quarterly basis. Contract shall
be renewable in (6) six months on March 1, 2001.The total compensation to be
billable on a quarterly basis per quarter for the period beginning September
1, 2000 and ending March 1, 2000.
45,000 shares of Web4Boats.com (EBOT) per quarter. Stock certificates are to
be issued to Stacy Levin, Social Security Number ###-##-####
Contracted Quarterly due date schedule:
Quarter 1: September 1, 2000
Quarter 2: December 1, 2000
Quarter 3: March 1, 2001
Quarter 4: June 1, 2001
Parties Initials; SL____________ DS______________
3. LIABILITY; INDEMNIFICATION
(A) The Company shall indemnify, save harmless and defend Consultant
and its officers, directors, employees and agents (including
without limitation the Observer) from, against and in respect of any loss,
damage, liability, judgment, cost or expense whatsoever, including counsel
fees, suffered or incurred by it or him by reason of, or on account of, its
status or activities as a consultant to the Company hereunder (and, in the
case of the Observer, his participation in meetings of the Board of Directors
of the Company), except for any loss, damage, liability, judgment, cost or
expense resulting from willful malfeasance, bad faith or gross negligence in
the performance of Consultant's duties hereunder.
(B) Consultant shall indemnify, save harmless and defend the Company
and its officers, directors, employees and agents from, against and in
respect of any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by it or him by reason of, or on
account of, willful malfeasance, bad faith or gross negligence in the
performance of Consultant's duties hereunder.
4. STATUS OF CONSULTANT
Consultant shall at all times be an independent contractor of the
Company and, except as expressly provided or authorized by this Agreement,
shall have no authority to act for or represent the Company.
5. OTHER ACTIVITIES OF CONSULTANT
The Company recognizes that Consultant now renders and may continue to render
management and other services to other companies, which may or may not have
policies and conduct activities similar to those of the Company. Consultant
shall be free to render such advice and other services and the Company hereby
consents thereto. Consultant shall not be required to devote its full time
and attention to the performance of its duties under this Agreement, but
shall devote only so much of its time and attention as it deems reasonable or
necessary for such purposes.
6. TERM
This Internet Marketing Consulting Agreement will become effective upon
signature and receipt of signed contract and payment. The duration of this
agreement will be from September 1, 2000 through March 1, 2001. This contract
becomes renewable for another 6 month period beginning on March 1, 2001 and
ending on September 1, 2001.
The Company or Consultant may cancel this Agreement by providing written
notice to the other party 30 days prior to the expiration of the first six
month contract. If neither party exercises their right to terminate this
contract by February 1, 2001, the pre-existing terms will become effective
for another six months. This contract is entered upon in good faith by both
parties.
7. IN GENERAL
This agreement sets forth the entire agreement and understanding between the
parties with respect to its subject matter and supersedes all prior
discussions, agreements and understandings of every and any nature between
them with respect thereto. This agreement shall be governed by and construed
in accordance with the laws of the State of California applicable to
agreements made to be performed entirely within such State.
Parties Initials: SL____________ DS______________
IN WITNESS WHEREOF, the parties have caused this agreement to be signed by
their respective officers or representatives duly authorized on the day and
year first above written.
Web4Boats.com
P.O. Box 1028
La Jolla, CA 92038
___________________________________ ________________
By: Dennis Schlagel Date:
President
Stacy Levin
5580 La Jolla Blvd. Suite #2
La Jolla, CA 92037
__________________________________ _________________
By: Stacy Levin Date:
Consultant
Parties Initials: SL____________ DS______________
Exhibit 5.1
MARK CARTON, Attorney at Law_________________________________________________
2744 Sacramento Street, Suite 208
San Francisco, California 94115
Tel: (415) 567-5517
Fax: (415) 563-4202
[email protected]
September 25, 2000
Web4Boats.com, Inc.
P.O. Box 1028
La Jolla, CA 92038
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentlemen:
I have acted as counsel for Web4Boats.com, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Company's Registration statement on Form S-8 under the Securities Act of
1933, as amended, (the "Registration Statement") relating to 340,000 shares
of the Company's Common Stock, $.001 par value, (the "Common Stock") issuable
pursuant to the Company's plans with Tammy Billington and Stacy Levin (the
"Plans").
I have examined and am familiar with originals or copies, certified or
otherwise, identified to our satisfaction, of such statutes, documents,
corporate records and certificates of public officials as I have deemed
necessary for the purposes of this opinion, including, but not limited to the
following: (i) the Articles of Incorporation, as amended; (ii) the Bylaws of
the Company, as amended; and (iii) the record of all action taken by the
Board of Directors of the Company in connection with any matters covered by
this opinion.
Based on the foregoing, it is my opinion that the shares of Common
Stock issuable under the Plans are duly authorized and, when issued in
accordance with the Plans, will be validly issued, fully paid and
nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
MARK CARTON
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
I hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated May 18, 2000 appearing in
Web4Boats.com, Inc.'s Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 on Form 10-KSB for the fiscal year ended
March 31, 2000.
/s/ Carl S. Sanko
- ----------------------
Carl S. Sanko
Chatsworth, California
September 25, 2000
