As filed with the Securities and Exchange
Commission on August 23, 2000. Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MINDFULEYE, INC.
(formerly RABATCO, INC.)
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(Exact name of Registrant as specified in its charter)
Nevada 87-0616344
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or organization)
Mindfuleye Inc.
(formerly Rabatco, Inc.)
114 W. Magnolia Suite 400-117
Bellingham WA 98225
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(Address of Principal Executive Offices)
2000 Stock Option Plan
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(Full titles of the plans)
The Corporation Trust Company of Nevada
6100 Neil Road Suite 500
Reno Nevada 89511
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(Name and address of agent for service)
(775) 688-3061
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
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Title of Each Class of Amount to Proposed Maximum Offering Price Proposed Maximum Aggregate Amount of
Securities to be Registered(1) be Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Shares not subject to 1,185,000 $3.25(2) $3,851,250 $1,017(2)
outstanding options under the
2000 Stock Option Plan.
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Common Shares subject to 1,815,000 $3.50 $6,632,500 $1,677
outstanding options under the
2000 Stock Option Plan
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Total: 3,000,000 $2,694
Common Shares
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</TABLE>
(1) Common Shares, par value $0.001 per share, offered by the Company pursuant
to the options or rights registered hereunder and more fully set forth
below.
(2) The proposed maximum offering price per share and the registration fee were
calculated in accordance with rule 457(c) and (h) based on the average high
and low prices for the Registrant's common shares on August 16, 2000, as
quoted on the NASD Over-The-Counter Bulletin Board, which was $3.25 per
share.
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<PAGE>
This registration statement on Form S-8 registers common shares, par value
$0.001 per share, of Mindfuleye, Inc., a Nevada corporation (the "Registrant")
to be issued pursuant to the exercise of options or rights granted under the
Registrant's 2000 Stock Option Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by reference in
this registration statement.
(a) The Registrant's Registration Statement on Form 10-SB filed pursuant to
Section 12(g) of the Exchange Act, filed on April 4, 2000, as amended on June 2,
2000.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registration
Statement incorporated by reference herein pursuant to (a) above.
(c) The description of the Registrant's securities contained in the
Registrant's Registration Statement on Form 10-SB filed with the Securities and
Exchange Commission on April 4, 2000, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Our Bylaws require us to indemnify to the fullest extent permitted by law each
person that is empowered by law to indemnify. Our Articles of Incorporation
require us to indemnify to the fullest extent permitted by Nevada law, each
person that we have the power to indemnify.
Nevada law permits a corporation, under specified circumstances, to indemnify
its directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit, or proceeding
brought by third parties by reason of the fact that they were or are directors,
officers, employees or agents of the corporation, if such directors, officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reason to believe their
conduct was unlawful. In a derivative action, i.e. one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Our Articles of Incorporation and Bylaws also contain provisions stating that no
director shall be liable to us or any of our stockholders for monetary damages
for breach of fiduciary duty as a director, except with respect to (1) a
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breach of the director's duty of loyalty to the corporation or its stockholders,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) liability under Nevada law (for unlawful
payment of dividends, or unlawful stock purchases or redemptions) or (4) a
transaction from which the director derived an improper personal benefit. The
intention of the foregoing provisions is to eliminate the liability of our
directors or our stockholders to the fullest extent permitted by Nevada law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 Mindfuleye Inc., 2000 Stock Option Plan.(1)
5.1 Opinion of Marshall, Hill, Cassas & de Lipkau
23.1 Consent of Davidson & Company
23.2 Consent of Marshall, Hill, Cassas & de Lipkau (included in
Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration
statement)
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(1) Previously filed on June 2, 1999.
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;
(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 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 and 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
change in volume and price represents no more than 20% 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 Exchange Act that are
incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the
Securities Act, 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.
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(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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 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 Securities 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 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
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 Vancouver, Province of British Columbia, Canada,
on this 16th day of August, 2000.
MINDFULEYE INC.,
a Nevada corporation
By: /s/ Ray Torrensan
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Ray Torrensan
President
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ray
Torrensan his attorney-in-fact, with the power of substitution, for them in any
and all capacities, to sign any amendments to this registration statement, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.
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 date indicated.
Signature Title Date
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/s/ Ray Torrensan
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Ray Torrensan President and Director August 16, 2000
(Principal Executive Officer)
(Principal Financial Officer
and Accounting Officer)
/s/ Tod Maffin
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Tod Maffin Director August 22, 2000
/s/ Todd Cusolle
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Todd Cusolle Director August 22, 2000
/s/ Amanda Kerr
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Amanda Kerr Secretary and Director August 16, 2000
/s/ Praveen Varshney
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Praveen Varshney Director August 16, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Mindfuleye Inc., 2000 Stock Option Plan.(1)
5.1 Opinion of Marshall, Hill, Cassas & de Lipkau
23.1 Consent of Davidson & Company
23.2 Consent of Marshall, Hill, Cassas & de Lipkau (included in
Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration
statement)
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(1) Previously filed on June 2, 1999.
