SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IVES HEALTH COMPANY, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1430235
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
817 North J.M. Davis Blvd.
Claremore, OK 74017
(Address of Principal Executive Offices)
2,080,750 Shares of Common Stock
(Full Title of the Plan)
M. Keith Ives, President
817 North J.M. Davis Blvd.
Claremore, OK 74017
(918) 283-1226
(Name and Address of Agent for Service)
(Telephone number, including area code, of Agent for Service)
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to offering price aggregate registration
be registered be registered per share offering price fee
Common 2,080,750 $0.35 $728,262.50 $192.26
Stock
The fee was calculated in accordance with Section 6 of the Securities Act of
1933 and General Rule 457 (c).
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PART I
REOFFER PROSPECTUS
IVES HEALTH COMPANY, INC.
2,080,750 COMMON SHARES
Ives Health Company, Inc. ("Company") is an Oklahoma corporation engaged in
developing and marketing innovative homeopathic medicines, weight loss formulas,
natural remedies, and nutritional supplements. By reason of this Registration
Statement, the 2,080,750 shares ("Shares") were issued to employees and others
as compensation for services rendered in lieu of cash and are eligible for
trading on the OTC Bulletin Board Trading Symbol: IVEH. The selling shareholders
listed herein ("Selling Shareholders") may sell up to 2,080,750 Shares in the
aggregate of common stock from time to time. These Selling Shareholders may sell
their individual portion of the Shares (1) on the OTC Bulletin Board, (2) to a
broker-dealer, including a market maker, who purchases shares for its own
account, (3) in private transactions or (4) by gift. The Selling Shareholders
may also pledge their Shares from time to time, and the lender may sell the
Shares pledged upon foreclosure, after a default in any such loans in accordance
with applicable law.
The Shares being offered by the Selling Shareholders were issued in lieu of
cash compensation for bona fide services rendered not in connection with a
capital fund raising transaction or to make or maintain a market for Ives's
common stock. All the proceeds from the sale of the Shares offered hereby are
for the account of that Selling Shareholder. Ives will not receive any of such
proceeds. Ives paid the cost of preparing and filing the Registration Statement,
estimated at approximately $5,000.00. On August 22, 2000, the average between
the bid and asked price of our common stock , as reported on the OTC Bulletin
Board, was $0.435 per share.
INVESTING IN THE SHARES INVOLVES A HIGH DEGREE OF RISK. NO PERSON SHOULD
INVEST WHO CANNOT LOOSE THE ENTIRE INVESTMENT.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION OR AUTHORITY HAS APPROVED THE SECURITIES OR DETERMINED WHETHER THIS
PROSPECTUS IS CORRECT, COMPLETE OR TRUTHFUL. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this prospectus is August 25, 2000
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THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE VARIOUS
ASSUMPTION, RISKS AND UNCERTAINTIES, NONE OF WHICH MAY OCCUR. THE ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THE RISKS FACED BY USE
DESCRIBED BELOW AND ELSEWHERE IN THIS PROSPECTUS.
RISK FACTORS
THE SHARES BEING OFFERED HEREBY INVOLVE A VERY HIGH DEGREE OF RISK. INVESTORS
SHOULD NOT INVEST IN THE SHARES UNLESS THE INVESTOR COULD LOSE THE ENTIRE
INVESTMENT WITHOUT ADVERSELY AFFECTING THE INVESTOR'S LIFE STYLE. SOME OF THE
RISKS INCLUDE THE FOLLOWING:
1. OTC MARKET. The market for the Company's common stock is very thin. No
assurance is given that the market price will be above the price paid for
the Shares in this Offering or that an active market will develop or
continue to exist.
2. INVESTMENT RISK. NO INVESTOR SHOULD INVEST IN THE SHARES UNLESS THE
INVESTOR IS CAPABLE OF THE LOSS OF THE ENTIRE INVESTMENT. There is no
assurance that an investor will receive any return upon the investment in
the Shares or that the investor will even receive any of the money invested
back.
3. PRICE OF THE SHARES. The price is determined by the OTC Bulletin Board and
bears no relationship to the assets or value of the Company.
4. UNCERTAINTY OF FUNDING REQUIREMENTS. Ives' success depends upon success in
funding Ives' business plan and effectively and efficiently utilizing the
funds raised. There is no assurance that Ives will have sufficient funds to
be successful or that the investor will ever receive the return of its
investment or a profit.
5. NEED FOR ADDITIONAL FUNDS. Ives' business plan requires significant
additional cash in order to continue in business and to become successful.
There is no assurance that Ives will have or be able to obtain efficient
funds to succeed.
6. NO DIVIDENDS. Ives has not paid dividend and does not intend to pay
dividends in the near future.
7. PROFITABILITY. There is no assurance that Ives will ever be profitable or
that the investor will receive back the original amount invested or any
profit on that investment.
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8. DEPENDENCE ON KEY PEOPLE. Ives' success depends upon a small group of
management. Despite their business history and extensive experience in the
business of Ives, there is no assurance that Ives will be successful. The
loss of any key executive could have a materially adverse effect on the
Company. None of the key employees is under contract to remain employed by
the Company. There is no assurance that the Company will be able to hire
and retain the key executives or other personnel needed to enable the
Company to become profitable.
9. VOTING CONTROL. Management has voting control over the Board of Directors.
Certain members of management have agreed to vote their shares in
accordance with the his determination of M. Keith Ives, President and
Founder, while he lives and is not disabled.
10. SOURCES OF SUPPLIES. The Company private labels its products, which are
purchased from a small number of manufacturers. The loss of any source of
supply will have a materially adverse effect on Ives' continuing ability to
supply customers and to continue in business. There is no assurance that
the Company will be able to purchase required inventory to meet its
customer's needs or market demand.
11. DEPENDENCE ON MAJOR CUSTOMERS. The Company has major contracts with various
national and regional pharmacies and grocery stores. Because of the
potential volumes, the margins received from such sales is significantly
below those margins which the Company may receive from smaller customers.
The Company's growth is largely dependent upon its continued relationship
with these major customers and the success of direct marketing its
products. There is no assurance that the Company will continue to enjoy a
successful relationship with these major customers.
12. LACK OF OPERATING CAPITAL. The Company has always operated without
sufficient operating capital to successfully fund its current operations
and its potential opportunities. There is no assurance that the Company
will have sufficient operating capital to continue in operations at its
current level of operations or at all.
13. DIRECT DISTRIBUTION. The Company is in the initial stage of establishing a
direct distribution system for the distribution of its products directly to
customers, thereby reducing its dependence upon large national and regional
chains. The Company believes that the direct distribution has significant
future opportunities, but the Company lacks the operating capital to
commence such operations at this time. There are significant risks in
structuring such marketing programs in compliance with applicable legal and
regulatory requirements. There is no assurance that the Company will ever
be able to capture the direct market or be profitable in that endeavor if
it is launched.
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14. COMPLIANCE WITH SECURITIES LAWS. The federal and state securities laws are
quite complex and highly technical in the offer and sale of securities, the
disclosure of material facts in connection with the offer and sale of its
securities, and in the reports required to be filed by Companies that
report under the Securities Exchange Act of 1934. Failure to comply could
have a material adverse effect on the Company. Individual shareholders
could be entitled to rescind their purchase and to receive damages in
connection therewith. There is no assurance that the Company has complied
with or will in the future comply will applicable securities or that even
if the Company does, there will not be claims or assertions to the contrary
which might have a material adverse effect on the Company. Failure to
comply could have a material adverse effect on the Company.
15. SMALL BUSINESS RISKS. The Company is a small business that may not make a
profit. All the general risks associated with a small business are faced by
the Company. There is no assurance that the Company will be successful or
profitable.
16. GOVERNMENT REGULATION. At the present time, the products sold by the
Company can be purchased over the counter without having first obtained FDA
or other governmental approval. The change in regulation could have a
material adverse effect upon the Company.
17. PRODUCT WARRANTIES. The sale of products involves the possibility of
product warranty claims. There are no such claims pending against the
Company, but there is no assurance that such claims might not be made in
the future and if made such claims and the resolution of disputes relating
thereto could have a material adverse effect upon the Company.
18. OUTSTANDING CLAIMS. The Company is a party to customary disputes with
respect to its business, including claims by certain shareholders seeking
rescission of their purchase of shares from the Company. There is no
assurance that such claims will be resolved or that the resolution of any
such claims will not be unfavorable to the Company.
ITEM 1. PLAN INFORMATION.
(a) The Selling Shareholders ("Selling Shareholders") listed below hereby
register 2,080,750 shares ("Shares") in the aggregate of the common stock of
Ives Health Company, Inc. ("Ives"). Each share was issued at the fair market
value on the date of issuance as determined by the Board of Directors in lien of
cash remuneration for bona fide services rendered not in connection with a
capital fund-raising transaction and not directly or indirectly to promote or
maintain a market in the securities of Ives.
(b) The following persons are registering shares of common stock of Ives
Health Company, each of whom intends to offer and sell the number of shares
listed below:
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Name Address Shares Registered
Patrick Storms 15849 Sheffield Road 200,000
Siloam Springs, AR 72761
Dr. Jack Watkins 12979 Caminto Pointe Del Mar 400,000
Del Mar, CA 92014
Dr. William Elliot Route 1, Box 156 400,000
Tahlequah, OK 74464
Nasri N. Barakat 106 Summit Road 42,000
Tahlequah, OK 74464
Jay Shrewder 2216 E. 24th Street 155,000
Tulsa, OK 74114
JoEtta Hughes* 30,000
Perry Ives* 30,000
Tony Fauver* 240,000
Michael Harrison* 60,000
Fred Oberloh 106 12th Avenue N.E. 23,750
Miami, OK 74354
Terry L. Phipps 4545 South Mingo 400,000
Tulsa, OK 74146
Gilbert A. Harrison 10743 Brookview Lane 100,000
San Diego, CA 92131-1206
TOTAL 2,080,750
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* These persons are officers or key employees of the Company. Address is 817
North J.M. Davis Boulevard, Claremore, OK 74017
(c) While other persons may agree to exchange services for common stock of
Ives in the future, no such persons have been identified to date, and no other
person has expressed a desire to do so.
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(d) There are no vesting periods or restrictions on the sale of the Shares,
except as imposed by law. Each share was purchased at the then existing fair
market value of $0.35 per share. No reports are anticipated to be given to the
persons listed above, except reports that are provided to other shareholders
with the Securities Exchange Act of 1934 or as required by applicable corporate
and other law.
(e) The Shares were issued in transactions exempt from registration.
Consequently, the certificates bear a customary stock transfer legend, which may
be removed upon the effective date of this Registration Statement, except in
accordance with SEC Rule 144, which provides in part that no "affiliate" of Ives
may offer or sell more than 1% of the issued an outstanding shares during any 90
day period. Affiliates are required to give notice to the SEC when their
beneficial ownership in the stock of Ives changes and at other times and under
other circumstances.
(f) The Shares were purchased at the fair market value of the shares at the
time of purchase. That price paid is the Selling Shareholder's tax basis in the
Shares. There is no income tax due until after the shares are sold at a price in
excess of the Selling Shareholder's tax basis, after deducting the Selling
Shareholder's selling expenses. The income tax rate applicable to each Selling
Shareholder at that person's individual tax rate, based upon the difference
between the sale price and the Selling Shareholder's basis, less the costs
attributed to the sale thereof. Maximum short-term capital gains rates currently
are up to 39.6%, and the long-term capital gains rate is 20%, or 28% under
certain circumstances.
(g) The Shares belong to the Selling Shareholder until the Selling
Shareholder sells the shares in his or her sole discretion.
(h) There are no known events which could result in a forfeiture by or a
penalty on any Selling Shareholder.
ITEM 2. REGISTRANT INFORMATION.
All documents filed by Ives with the SEC pursuant to the Securities
Exchange Act of 1934 are incorporated herein by reference. Ives agrees to
provide to each such person without charge all other documents incorporated
herein by reference or otherwise required to be provided to them pursuant to SEC
Rule 428 (b). These documents may be obtained from M. Keith Ives, President,
Ives Health Company, Inc., 817 North J.M. Davis Boulevard, Claremore, OK 74017.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
All documents subsequently filed by Ives pursuant to Sections 13(a), 13(c),
14 and 15 of the Securities Exchange Act of 1934 prior to the filing of any
post-effective amendment which indicates
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that all securities offered have been sold or which deregisters all securities
then remaining unsold, are incorporated herein by reference for all purposes.
ITEM 4. DESCRIPTION OF SECURITIES.
The Shares offered hereby are common stock of Ives Health Company, Inc.,
par value $.001 per share. Each Share has one vote on all matters coming before
the shareholders for action. There are no preemptive rights or cumulative voting
for directors. Each Share participates equally with each other share on
liquidation, after the payment of all outstanding liabilities.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
There are no experts having an interest in the Shares offered hereby,
except that Frederick K. Slicker, special counsel to Ives, owns 78,190 Shares
registered hereby and options to purchase an additional 39,095 shares not
included herein exercisable for an exercise price of $.50 per share. These
Shares and options were issued to Mr. Slicker for services rendered to Ives
during the period from September, 1999 through April 30, 2000, in lieu of
payment in cash for professional fees and expenses incurred on behalf of Ives.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The corporate charter, the bylaws and individual indemnification agreements
with the directors and officers of Ives require Ives to indemnify each such
person claims asserted, for fees and expenses incurred by, and for judgments
rendered as a result of performing services for Ives, where such services were
provided in good faith and where the indemnified person acted without knowing
that the conduct was taken in good faith with no reason to believe that it was
not permitted by law and discretionary indemnification in other circumstances
not involving intentional misconduct.
ITEM 7. EXEMPTION FROM REGISTRATION.
The Shares issued above were issued in exchange for services rendered in
transactions exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933 as amended.
ITEM 8. EXHIBITS.
The following exhibits were filed as part of the Registration Statement of
which this Prospectus is a part:
(5) An opinion of Slicker & Alberty, P.C., special counsel as to the legality
of the securities being registered
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(15) Letter from Henderson Sutton & Co. , P.C. regarding audited financial
information included in documents incorporated by reference
(23) Consent of Henderson Sutton & Co. , P.C.
ITEM 9. UNDERTAKINGS.
The registrant hereby covenants and undertakes, pursuant to SEC Rule 512,
to:
(a) Rule 415 offering.
(1) File, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement; and
(i) Include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933; and
(ii) Reflect in the prospectus any facts or events arising after the
effective date which individually or in the aggregate represent a
fundamental change in the information set forth in the
Registration Statement; and
(iii)Include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement; and
(iv) That for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registrations 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; and
(5) 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; and
(6) Not applicable since the registrant is not a foreign issuer.
(b) Rule 512 (b)
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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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 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.
(h) Rule 512 (h)
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 where such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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 Claremore, State of Oklahoma, on August,
__25___, 2000.
Ives Health Company, Inc.
By /s/ M. Keith Ives
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M. Keith Ives, President
By /s/ Michael D. Harrison
--------------------------
Michael D. Harrison, Chief Executive Officer
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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 date indicated:
Director Date
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/s/ M. Keith Ives August 25, 2000
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M. Keith Ives, Director
/s/ Michael D. Harrison August 25, 2000
------------------------------------
Michael D. Harrison, Director
/s/ JoEtta Hughes August 25, 2000
------------------------------------
JoEtta Hughes, Director
/s/ Perry Ives August 25, 2000
------------------------------------
Perry Ives, Director
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