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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
HEALTHBRIDGE, INC.
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(Exact Name of Registrant as specified in its Charter.)
State of Texas 061538201
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State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization
Suite 1818, 1177 West Hastings Street, Vancouver, B.C. Canada V6E 2K3
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(Address of Principal Executive Offices) (Zip Code)
Payment of Consulting Fees
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(Full Title of the Plan)
Ms. Nora Coccaro, Suite 1818, 1177 West Hastings Street, Vancouver, B.C., Canada
V6E 2K3
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(Name and Address of Agent for Service)
(604) 602-1717
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(Telephone Number, Including Area Code, of Agent for Service)
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: ______.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Max. Offering Maximum Amount of
securities to to be Price Aggregate Registration
be Registered Registered Per Share Offering Price(1) Fee (1)
------------- ---------- ------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock 150,000 $0.75 $112,500 $60.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 and based on the closing price of the Company's common
stock.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Form 10-SB which cleared comments with the SEC on August
18, 2000, and the Company's Form 10-QSBs for each of the fiscal quarters ending
March 31, 2000, June 30, 2000, and September 30, 2000 are hereby incorporated by
reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing of such documents, except as to any portion of any future Annual or
Quarterly Report to Stockholders which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such statement is
replaced or modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock are securities which are registered under Section
12(g) of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Articles of Incorporation, as filed
with the State of Texas, provides in Article XIV the following: "the corporation
shall indemnify the persons described in the following provisions of this
Article Fourteen to the extent set forth herein:
SECTION 1. INDEMNIFICATION.
Each person who was or is made a party to, or is threatened to be made
a party to, or who was or is made a nonparty witness or otherwise involved as a
nonparty in, any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (hereafter a
"proceeding") by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was or has agreed to become a director or
officer of the corporation, or is or was serving or has agreed to serve at the
request of the corporation as a director, officer, trustee, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such action, suit or proceeding is alleged in an official capacity as a
director, officer, employee, agent, or trustee or in any other capacity while
serving as a director, officer, employee, agent, or trustee, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the TBCA (as the same now exists or hereafter may be amended, but
in the event of any such amendment only to the extent that such amendment
authorizes broader indemnification rights than the TBCA permitted prior to such
amendment) from and against any and all liability, loss, and expense (including
attorney's fees, judgements, fines, ERISA excise taxes and penalties and amounts
paid or to be paid in settlement) actually and reasonably incurred or suffered
by such person in connection with such proceeding and any appeal therefrom and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee, or agent and administrator of such person; provided
that, except as provided in Section 2 of this Article Fourteen, the corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the corporation.
The right of indemnification conferred in this Section 1 of this Article
Fourteen shall be a contract right and shall include the right to have the
corporation pay the expenses incurred in defending any such proceeding in
advance of its final disposition; any advance payments to be paid by the
corporation shall be paid within 30 calendar days after the receipt by the
corporation of a statement or statements from the claimant requesting such
advance or advances from time to time; provided, however, that, if and to the
extent the TBCA requires, the payment of such expenses incurred by a director or
officer in such person's capacity as a director or officer (and not in any other
capacity) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the corporation of an undertaking, by and on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Article Fourteen or otherwise. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and rights to have the corporation pay the expenses incurred
in defending any proceeding in advance of its final disposition, to any employee
or agent of the corporation to the fullest extent of the provisions of this
Article Fourteen with respect to the indemnification and advancement of expenses
of directors and officers of the corporation.
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SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT.
If a claim under Section 1 of this Article Fourteen is not paid in full
by the corporation within 30 calendar days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the corporation) that the
claimant has not met the standard of conduct which makes it permissible under
the TBCA for the corporation to indemnify the claimant for the amount claimed,
but the burden of providing such defense shall be on the corporation.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because the claimant has met the applicable standard
of conduct set forth in the TBCA, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action to create a presumption that the claimant had
not met the applicable standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article Fourteen shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of these Articles of
Incorporation or any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. No repeal or modification of this Article Fourteen shall
in any way diminish or adversely affect the rights herein conferred on any
director or officer of the corporation, or any other person specified herein, in
respect of any occurrence or matter arising prior to any such repeal or
modification.
SECTION 4. INSURANCE.
The corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the corporation or
another corporation, partnership, joint venture, trust, or other enterprise
against such expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the TBCA.
SECTION 5. SEVERABILITY.
If any provision or provisions of this Article Fourteen shall be held
to be invalid, illegal, or unenforceable for any reason whatsoever: (i) the
validity, legality, and enforceability of the remaining provisions of this
Article Fourteen (including, without limitation, each portion of any paragraph
of this Article Fourteen containing any such provision held to be invalid,
illegal, or unenforceable, that is not itself held to
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be invalid, illegal, or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the provisions of
this Article Fourteen (including, without limitation, each such portion of any
paragraph of this Article Fourteen containing any such provision held to be
invalid, illegal, or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal, or unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following is a list of Exhibits filed as a part of this
Registration Statement:
5.1 Opinion of William M. Aul, Esq. regarding the legality of the
securities registered hereunder.
23.1 Consent of Clancy and Co., P.L.L.C.
23.2 Consent of Legal Counsel (included as part of Exhibit 5.1)
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:
(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. 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 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 a 2 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
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(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 paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the Registration Statement is on Form S-3, 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 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.
(2) The undersigned registrant hereby undertakes that, for purposes
of determining a 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.
(3) 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 by 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.
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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 of Form S-8 and has duly caused this
Registration Statement to be signed on its behalf of the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, on January 8, 2001.
HEALTHBRIDGE, INC.
By: /s/ Nora Coccaro
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Nora Coccaro
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Nora Coccaro President, Secretary, January 8, 2001
---------------- and Treasurer (Principal Financial
Nora Coccaro And Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
5.1 Opinion of William M. Aul, Esq. 9
23.1 Consent of Clancy & Co., P.L.L.C. 12
23.2 Consent of Legal Counsel (included as part of Exhibit 5.1)
</TABLE>
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