As filed with the Securities and Exchange Commission on
November __, 2000
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOODVISION.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 58-2466626
(State of Incorporation) (I.R.S. Employer ID No.)
2275 Northwest Parkway, Suite 150-A
Marietta, Georgia, 30067
(770) 690-8385
(Address and Telephone Number of
Principal Executive Offices)
Issuance of Shares to Robert J. Mottern for Legal Services
(Full title of the plan)
Paul R. Smith, President
Foodvision.com, Inc.
2275 Northwest Parkway, Suite 150-A
Marietta, Georgia 30067
Telephone: (770) 690-8385
(Name and address of agent for service)
COPIES TO:
Robert J. Mottern, Esq.
Mottern, Fisher & Goldman, P.C.
1900 Century Place, N.E., Suite 100
Atlanta, Georgia 30345
Telephone: (404) 634-2808
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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Share(1) Price
---------- ------------- --------- ---------- ------------
Common 300,000 $0.14 $42,000 $11.09
Stock shares
(1) Calculated based on Rule 457 under the Securities Act of 1933, as
amended, solely for the purposes of calculating the registration fee and
based upon the closing bid price of the Common Stock as reported through
the OTC Bulletin Board on October 25, 2000.
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PART I
ITEM I. Plan Information.
Not required to be filed with this Registration Statement.
ITEM 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
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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 this
registration statement:
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended;
(b) Registrant's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 2000 and June 30, 2000;
(c) all other reports, if any, filed by the Registrant pursuant to Section
13(a) of the Securities Exchange Act of 1934 since the end of the fiscal
year ended December 31, 1999.
(d) from the date of filing of such documents, all documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this
Registration Statement and before the filing of a post-effective
amendment to this Registration Statement that indicates that all
securities covered by the Registration Statement have been sold or that
deregisters all securities covered by the Registration Statement then
remaining unsold.
(e) the description of the Registrant's common stock contained in the Form
8-K filed on February 4, 2000.
ITEM 4. Description of Securities.
The Common Stock to be offered is registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. Interests of Named Experts and Counsel.
Counsel for the Registrant, Mottern, Fisher & Goldman, P.C., has
rendered an opinion to the effect that the Common Stock offered hereby,
if and when issued, will have been validly issued, fully paid, and
nonassessable. Robert J. Mottern is a shareholder, director, and officer
of Mottern, Fisher & Goldman, P.C.
ITEM 6. Indemnification of Directors and Officers.
Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director
of the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the
director's "duty of care." While this statute does not change directors'
duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The statute has no
effect on a director's duty of loyalty or liability for acts or omissions
not in good faith or involving intentional misconduct or knowing violations
of law, illegal payment of dividends or stock redemptions or repurchases,
or for any transaction from which the director derives an improper personal
benefit. At this time, the Registrant's Certificate of Incorporation does
not include a provision limiting the personal liability of directors to the
Company and its stockholders for monetary damages. However, the
Registrant's Certificate of Incorporation does include a provision limiting
the liability of officers and directors arising out of contracts between
the Registrant and an officer or director (or any entity in which he has an
interest), provided that the officer or director acted in good faith.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and
agents of a corporation. The By-Laws of the Registrant provide for
indemnification of the Registrant's directors and officers in connection
with the defense of any litigation to which they may be a party because
they were directors or officers of the Registrant except where the director
or officer did not act in good faith or in a manner opposed to the best
interests of the Registrant. The Registrant may not indemnify any officer
or director who is adjudged liable to the Registrant, or any who is
adjudged liable on the basis that he/she received an improper personal
benefit, unless the court determines that he/she is entitled to
indemnification based on the circumstances of the case. The Registrant may
advance expenses to a director or officer potentially entitled to
indemnification in advance of a final disposition of the matter if
indemnitee furnishes a written affirmation that he/she in good faith met
the standard of conduct for indemnification, and he/she undertakes to repay
any advances if it is ultimately determined that he/she is not entitled to
indemnification.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
However, 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 Delaware General
Corporation Law, the Registrant's Certificate of Incorporation, the
Registrant's By-Laws or any indemnification agreements of the Registrant
with its directors and officers, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit No. Exhibit
5 Opinion re Legality
23.1 Consent of Gross Collins to the use of its opinion
included in the Annual Report of the Registrant on
Form 10-KSB for the fiscal year ended December 31, 1999.
23.2 Consent of Mottern, Fisher & Goldman, P.C. to the
filing of its opinion with respect to the legality of
the securities being registered hereby (included in
Exhibit No. 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;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(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 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 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.
(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.
<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 by the
undersigned, thereunto duly authorized, in the City of Marietta, State of
Georgia, on October 30, 2000.
FOODVISION.COM, INC.
By: /s/ Paul R. Smith
Paul R. Smith
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
/s/ Paul R. Smith Chairman, Chief October 30, 2000
Executive Officer and
Chief Financial Officer
/s/ Raj Kalra Director and President October 30, 2000
