SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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REGISTRATION STATEMENT
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Under
THE SECURITIES ACT OF 1933
POKER.COM, INC.
(Exact name of Issuer as specified in its charter)
Florida 98-0199508
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
#201-1166 Alberni Street, Vancouver, British Columbia, Canada, V6E 3Z3
(604) 689-5998.
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(Address and telephone number of Registrant's principal executive offices)
POKER.COM, INC.
1998 STOCK OPTION PLAN
(Full title of the plan)
Michael Jackson
Poker.com, Inc.
#201-1166 Alberni Street
Vancouver British Columbia
Canada V6E 3Z3
(604) 689-5998
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities To Be Amount To Be Offering Price Per Aggregate Offering
Registered Registered Share* Price
-------------------------------- ------------ ------------------- -------------------
<S> <C> <C> <C>
Common Shares. . . . . . . . . . 470,000 $ 1.00 $ 470,000
------------ ------------------- -------------------
470,000
.01 par value
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<FN>
* Pursuant to Rules 457(c), the proposed maximum offering price per share is the
average of the bid and ask prices as of October 27, 1999.
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Poker.com, Inc. (the "Company") hereby incorporated by reference in this
Registration Statement the following documents:
(a) The Company's Registration Statement on Form 10-SB, as amended, as
declared effective by the Securities and Exchange Commission on June 16, 2000,
including the description of the Company's Common Stock under the caption
"Description of Securities";
(b) The Company's Audited Financial Statements on Form 10-SB for the year
ended December 31, 1999;
(c) The Company's Quarterly Reports on Form 10-QSB for the quarter ended
March 31, 2000;
All documents subsequently filed by the Company pursuant to Sections 13 (a), 13
(c), 14 and 15 (d) of the Securities and Exchange Act of 1934, as amended, which
documents shall be deemed incorporated by reference in this Registration
Statement as a part hereof from the date of filing such documents until a
post-effective amendment to this Registration Statement is filed which indicates
that all shares of Common Stock being offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by the Florida Corporations Act, directors and officers of the
Company shall undertake to indemnify the officers and directors of the Company
against any contingency or peril as may be determined to be in the best interest
of the Company, and in conjunction therewith, to procure, at the Company's
expense, policies of insurance.
The above discussion of the Company's Certificate of Incorporation, Bylaws
and the Florida Corporations Act is only a summary and is qualified in its
entirety by the full text of each of the foregoing.
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.1 Articles of Incorporation of the Company (1)
4.2 Bylaws of the Company (2)
5.1* Opinion of Law Office of Clark, Wilson as to the legality of the
Company's Common Stock being registered
10.7* Poker.com, Inc. 1998 Stock Option Plan
23.1* Consent of Pannell Kerr Forster
23.2* Consent of Law Office of Clark, Wilson (contained in Exhibit 5.1)
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* Filed herewith.
(1) Exhibit 4.1 is incorporated by reference from Exhibit 2.1 on Form 10-SB
filed with the Securities and Exchange Commission on June 16, 2000.
(2) Exhibit 4.2 is incorporated by reference from Exhibit 2.2 on Form 10-SB
filed with the Securities and Exchange Commission on June 16, 2000.
Item 9. UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) That, for the purpose of determining any liability under the Securities
Act each post-effective amendment shall be treated as a new registration
statement relating to the securities offered, and the offering of such
securities at that time shall be treated as the initial bona fide offering
thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Poker.com, Inc. 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, as amended, to be signed on its behalf by the
undersigned, thereunto duly authorized, in Vancouver, British Columbia on August
15, 2000.
POKER.COM, INC.
By:/s/ Michael Jackson
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Michael Jackson, Chief Executive Officer
By:/s/ Charlo Barbosa
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Charlo Barbosa, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: August 15, 2000
By: /s/ Michael Jackson
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Michael Jackson, Director
Date: August 15, 2000
By: /s/ Charlo Barbosa
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Charlo Barbosa, Director
<PAGE>
Poker.com, Inc.
Form S-8
Table of Contents
S-8
PART II 3
Item 3 3
Item 4 3
Item 5 3
Item 6 3
Item 7 4
Item 8 4
Item 9 4
Exhibit 5.1
Opinion of Law Office of Clark, Wilson 5
Exhibit 10.7
1998 Combined Incentive and Non-Qualified Stock Option Plan 7
Exhibit 23.1
Consent of Pannell Kerr Forster 18
