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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO 1 TO
FORM S-8/A
REGISTRATION STATEMENT
Under The Securities Act of 1933
WORLDNET RESOURCE GROUP, INC.
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(Exact name of Registrant as specified in its charter)
UTAH 91-2063239
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4052 Del Rey Avenue, Suite 108
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Marina Del Rey, California 90292
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(Address, including zip code of Principal Executive Offices)
2000 Incentive Stock Option Plan
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(Full Title of the Plan)
Stephen Brown, President
WorldNet Resource Group, Inc.
4052 Del Rey Avenue, Suite 108
Marina Del Rey, California 90292
(310) 578-6950
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(Name, address, including zip code, and telephone number,
including area code,of agent for service)
Copy to:
Ronald L. Poulton, Esq.
Poulton & Yordan
136 East South Temple, Suite 1700-A
Salt Lake City, Utah 84111
(801) 355-1341
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (2) Price (2) Fee
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Common Stock 3,000,000 $.3750 $1,125,000 $276.34
Par value
$0.001
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(1) Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement shall be deemed to cover any additional securities
to be offered or issued from stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act")and computed pursuant to Rule 457(c) under the Securities
Act based upon the average of the high and low prices of the Common Stock
on November 16, 2000, as reported on the Over-the-Counter Bulletin Board.
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WORLDNET RESOURCE GROUP, INC.
POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. INCENTIVE PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, officers, directors or others as specified
by Rule 428(b)(1). In accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission") and the instructions
to Form S-8, such documents are not being filed with the Commission either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
ITEM 2. REGISTRATION INFORMATION AND INCENTIVE PLAN ANNUAL
INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors or others as specified
by Rule 428(b)(1). In accordance with the rules and regulations of the
Commission and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by WorldNet Resource
Group, Inc., (the "Registrant") are hereby incorporated herein by
reference:
- The Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 2000 and June 30, 2000, as amended,
filed with the Commission on October 10, 2000, and October 23,
2000, respectively, pursuant to Section 13(a) of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"); and
- The Registrant's Current Reports on Form 8-K, as amended, filed
with the Commission on September 7, 2000, March 28, 2000 and
February 7, 2000 pursuant to Section 13(a) of the Exchange Act.
In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act on or after the date of this registration statement and prior
to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all
securities then remaining unsold under this registration statement, shall
be deemed to be incorporated by reference in this registration statement
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and to be part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein 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 other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The shares issuable under the incentive plan are shares of common stock,
all of the same class and entitled to the same rights and privileges as all
other shares of common stock.
DESCRIPTION OF COMMON STOCK. Our authorized capital stock consists of
100,000,000 shares of common stock with a $.001 par value. As of the date
of this registration statement, we have outstanding 45,722,084 shares of
common stock, all of which is validly issued, fully paid and nonassessable.
Holders of our common stock are entitled to receive dividends when declared
by the Board of Directors out of funds legally available therefore. Any
such dividends may be paid in cash, property or shares of our common stock.
We have not paid any dividends since our inception. All dividends will be
subject to the discretion of the Board of Directors, and will depend upon,
among other things, our operating and financial conditions, our capital
requirements and our general business conditions. Therefore, there can be
no assurance that any dividends on our common stock will be paid in the
future.
All shares of our common stock have equal voting rights and, when
validly issued and outstanding, have one vote per share on all matters to
be voted upon by the shareholders. Cumulative voting in the election of
directors is not allowed, and a quorum for shareholder meetings shall
result from a majority of the issued and outstanding shares present in
person or by proxy. Accordingly, the holders of a majority of the shares
of common stock present, in person or by proxy at any legally convened
shareholders' meeting at which the Board of Directors is to be elected,
will be able to elect all directors and the minority shareholders will not
be able to elect a representative to the Board of Directors.
There are no pre-emptive or conversion rights, no redemption or
sinking fund provisions, and shares are not liable for further call or
assessment. Each share is entitled to share pro rata any assets available
for distribution to holders of its equity securities upon our liquidation.
The Transfer Agent for the Registrant is American Registrar &
Transfer, 342 East 900 South, Salt Lake City, Utah 84111.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Other than as set forth below, no named expert or counsel was hired on
a contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.
Poulton & Yordan, counsel for the Registrant named in this
registration statement as giving an opinion on the validity of the
securities, will be receiving a stock grant of 500,000 shares of
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common stock pursuant to the Registrant's 2000 Incentive Stock Option Plan
under this Form S-8 in exchange for consultation on merger and acquisition
transactions previously rendered to the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Utah corporation law, a corporation is authorized to indemnify
officers, directors, employees and agents who are parties or threatened to
be made parties to any civil, criminal, administrative or investigative
suit or proceeding by reason of the fact that they are or were a director,
officer, employee or agent of the corporation or are or were acting in the
same capacity for another entity at the request of the corporation. Such
indemnification includes reasonable expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement if they acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation.
With respect to any criminal action or proceeding, these same
indemnification authorizations apply if these persons had no reasonable
cause to believe their conduct was unlawful. In the case of any action by
the corporation against such persons, the corporation is authorized to
provide similar indemnification. But, if any such persons should be
adjudged to be liable for negligence or misconduct in the performance of
duties to the corporation, the court conducting the proceeding must
determine that such persons are nevertheless fairly and reasonably entitled
to indemnification.
To the extent any such persons are successful on the merits in defense
of any such action, suit or proceeding, Utah law provides that they shall
be indemnified against reasonable expenses, including attorney fees. A
corporation is authorized to advance anticipated expenses for such suits or
proceedings upon an undertaking by the person to whom such advance is made
to repay such advances if it is ultimately determined that such person is
not entitled to be indemnified by the corporation.
Indemnification and payment of expenses provided by Utah law are not
deemed exclusive of any other rights by which an officer, director,
employee or agent may seek indemnification or payment of expenses or may be
entitled to such under any bylaw, agreement, or vote of stockholders or
disinterested directors.
As a result of such corporation law, Registrant may, at some future
time, be legally obligated to pay judgments (including amounts paid in
settlement) and expenses in regard to civil or criminal suits or
proceedings brought against one or more of its officers, directors,
employees or agents, as such.
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 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 Securities Act of 1933 and is, therefore,
unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Form of Registrant's Amended and Restated Articles of
Incorporation, as amended.
4.2 Form of Registrant's Amended and Restated By-laws.
4.3 Form of WorldNet Resource Group, Inc., 2000 Incentive
Stock Option Agreement.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of AJ. Robbins, P.C., Independent Accountants.
24.1 Power of Attorney (included on page 5 herein).
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. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424 (b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective 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 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
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, therfore, 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 succesful defense
of any action, suit or proceeding) is asserted by such director, officer
of 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
adjusdication 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, on November 16, 2000.
WORLDNET RESOURCE GROUP, INC.
By: /s/ Stephen Brown
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Stephen Brown, Chairman of the Board, CEO,
and President
By: /s/ Noel Navarro
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Noel Navarro, Vice President Finance,
Secretary, Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Noel Navarro his or her true
and lawful agent, proxy and attorney-in-fact, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to (i) act on, sign and file
with the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this Registration Statement on
Form S-8 together with all schedules and exhibits thereto (ii) act on, sign
and file such certificates, instruments, agreements and other documents as
may be necessary or appropriate in connection therewith, and (iii) take any
and all actions that may be necessary or appropriate to be done, as fully
for all intents and purposes as he or she might or could do in person,
hereby approving, ratifying and confirming all that such agent, proxy and
attorney-in-fact or any of his substitutes may lawfully do or cause to be
done by virtue thereof.
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed on this 16th day of November
2000, by the following persons in the capacities indicated:
Signatures Title
/s/ Stephen Brown
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Stephen Brown Chairman of the Board of Directors, CEO and President
/s/ Noel Navarro
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Noel Navarro Vice President Finance, Secretary, Treasurer,
and Chief Financial Officer
/s/ Samy Salem
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Samy Salem Director
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Index to Exhibits
Exhibit
Number Description
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4.1 Form of Registrant's Certificate of Incorporation, as
amended. (1)
4.2 Form of Registrant's By-laws. (1)
4.3 Form of Amended and WorldNet Resource Group, Inc., 2000
Incentive Stock Option Agreement. (1)
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of AJ. Robbins, P.C., Independent Accountants.
(1)
24.1 Power of Attorney (included on page 5 herein).
(1) Incorporated herein by refernce from the Registrant's Registration
Statement on Form S-8, filed November 7, 2000 (File No. 333-49440).
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