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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QINNET.COM, INC.
(Exact Name of Registrant as Specified in Its Chapter)
Delaware 75-2610514
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(State of Incorporation) (I.R.S. Employer Identification No.)
450 North Brand Boulevard, 6th Floor, Glendale, CA 91203
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(Address of Principal Executive Offices)
2000 STOCK OPTION PLAN OF QINNET.COM, INC.
(Full Title of the Plan)
Weiguo Lang, President
450 North Brand Boulevard, 6th Floor
Glendale, California 91203
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(Name and Address of Agent for Service)
(818) 291-6250
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(Telephone Number including Area Code of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Regis- Offering Aggregate Regis-
Registered tered Price Per Offering tration
(1),(2) Share(3) Price(4) fee
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Common Stock 260,000 $ 10.00 $2,600,000 $722.80
$0.001 par value Shares
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(1) This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the Stock Option
Plan being registered by reason of any stock dividend, stock split,
re-capitalization, increase provided by the plan itself or any
other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Includes 260,000 shares of Common Stock issuable under the
Stock Option Plan.
(3) With respect to all 260,000 shares subject to outstanding options
under the 2000 Stock Option Plan, the Proposed Maximum Offering Price
Per Share is equal to the weighted average exercise price of $10.00
per share in accordance with Rule 457(h) of the Securities Act of
1933, as amended (the "Securities Act of 1933").
(4) The Proposed Maximum Aggregate Offering Price is based on the
Proposed Maximum Offering Price per Share times the total number of
shares of Common Stock to be registered. The Proposed Maximum
Aggregate Offering Price is estimated solely for the purposes of
calculating the registration fee pursuant to Rule 457(h)(l) under
Securities Act of 1933.
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Copies to:
Michael A. Cane, Cane & Company, LLC
Suite 500, 2300 West Sahara Avenue
Las Vegas, Nevada 89102
(702) 312-6255
fax (702) 312-6249
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, and
Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by Qinnet.com, Inc. (the "Company"),
or its predecessor in interest, Internet Corporation of America,
Inc., with the Securities and Exchange Commission are incorporated
by reference into this Registration Statement:
(1) The Company's Form 10-SB, filed with the Securities and
Exchange Commission pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"),
originally on December 27, 1999, and as amended on April
10, 2000;
(2) The Company's Form 8-K, filed with the Securities and
Exchange Commission pursuant to Section 13 or 15(d) of
the Exchange Act on April 14, 2000;
(3) The Company's Quarterly Report on Form 10-QSB filed with
the Securities and Exchange Commission on May 19, 2000;
(4) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act subsequent to
the filing of the Company's Form 10-SB Registration
Statement referred to in (1) above;
(5) The description of the Company's Common Stock which is
contained in the Form 8-K, referred to in (2) above,
including any amendment or report filed for the purpose
of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which de-registers
all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports
and documents.
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Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the
Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or
certified any part of it or having given an opinion upon the
validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the
common stock was employed on a contingency basis, or had, or is to
receive, in connection with the offering, a substantial interest,
direct or indirect, in the Company or any of its parents or
subsidiaries. Nor was any such person connected with the Company
or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or
employee.
Potter Anderson & Corroon LLP, independent counsel, has provided an
opinion regarding the due authorization and valid issuance of the
shares of Common Stock issuable upon exercise of the options.
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as
provided by the Delaware General Corporation Law and the Bylaws of
the Company.
Under the DGCL, a corporation has the power to provide directors
with immunity from monetary liabilities and may do so by including
such language in the corporation's certificate of incorporation or
bylaws. Corporations are empowered to protect directors from breach
of the duty of care, but not breaches of the duty of loyalty or the
duty of disclosure. Directors who are so protected are free from
personal financial liability whether monetary damages arise from
legal or equitable remedies. However, directors may still be
subject to equitable remedies such as injunction, rescission, and
corrective disclosure. The Company's Articles of Incorporation do
not contain any such liability limiting language.
Under Delaware law, a corporation may not provide immunity from:
(a) Any breach of a director's duty of loyalty to the corporation
or its stockholders;
(b) Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law;
(c) Unlawful payment of dividends or unlawful stock purchases or
redemptions; and
(d) Any transaction from which the director derives an improper
personal benefit.
Article Eleven of the Company bylaws provides for the
indemnification of the Company directors and officers. Under this
Article, the corporation indemnifies its directors and officers to
the fullest
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extent not prohibited by the DGCL, provided, however,
that the corporation may modify the extent of such indemnification
by individual contracts with its directors and officers, and,
provided, further, that the corporation is not required to
indemnify any director or officer in connection with any proceeding
(or part thereof) initiated by such person unless: (a) such
indemnification is expressly required to be made by law, (b) the
proceeding was authorized by the Board of Directors of the
corporation, (c) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested
in the corporation under the DGCL, or (d) such indemnification is
required to be made under the bylaws.
Moreover, under this Article, the corporation is to advance to 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,
whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer, of the
corporation, or is or was serving at the request of the corporation
as a director or executive officer of another corporation,
partnership, joint venture, trust or other enterprise, prior to the
final disposition of the proceeding, promptly following a request
therefor, all expenses incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by
or on behalf of such person to repay said mounts if it should be
determined ultimately that such person is not entitled to be
indemnified under this Bylaw or otherwise.
Notwithstanding this, unless otherwise determined, no advance may
be made by the corporation to an officer of the corporation (except
by reason of the fact that such officer is or was a director of the
corporation) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if a determination is
reasonably and promptly made: (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to the proceeding, or (b) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that
the facts known to the decision-making party at the time such
determination is made demonstrate clearly and convincingly that
such person acted in bad faith or in a manner that such person did
not believe to be in or not opposed to the best interests of the
corporation.
Further, the corporation is specifically authorized to enter into
individual contracts with any or all of its directors, officers,
employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Document
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4.1 2000/A Stock Option Plan of Qinnet.com, Inc.
5.1 Opinion of Potter Anderson & Corroon, LLP regarding the due
authorization and valid issuance of the shares of Common
Stock issuable upon exercise of the options with
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consent to use.
24.1 Power of Attorney (included on the signature page of this
registration statement).
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration:
(1) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(2) 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
(3) 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 that paragraphs (a) (1) and (2) 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 herein.
(b) 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.
(c) To remove from registration by means of post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(2) The 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 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 the time shall be deemed to be the initial bona
fide offering thereof.
(3) 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 Company has been
advised that in the opinion of the
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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 Company of expenses
incurred or paid by the 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 the
counsel the matter has been settled by controlling precedent,
submit to the appropriate jurisdiction the question of 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, the
registrant, Qinnet.com, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
a 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 Glendale, State of California, on this 5th day of
October, 2000.
QINNET.COM, INC.
/s/ Weiguo Lang
By: ________________________
Weiguo Lang, President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Weiguo Lang, as his true and lawful attorney-in-fact and agent with
full power of substitution and re-substitution for him and his
name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement (including post-
effective amendments or any abbreviated registration statements and
any amendments thereto filed pursuant to Rule 462(b) increasing the
number of securities for which registration is sought) and to file
the same, with all 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 and about the foregoing, 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 his substitute, 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
person in the capacities and on the date indicated.
Signature Title Date
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/s/ Weiguo Lang President & Director
---------------------- (Principal Executive Officer) October 5, 2000
WEIGUO LANG
/s/ Paul Schwartz Secretary, Treasurer & Director
---------------------- (Principal Accounting Officer) October 5, 2000
PAUL SCHWARTZ
/s/ Lynn Patterson
---------------------- Director October 5, 2000
LYNN PATTERSON
