SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Registration Number: 0-9577
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WALLSTREET-REVIEW, INC.
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(Exact name of Registrant as specified in its charter)
Florida 87-0294391
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4701 N. Federal Highway, Suite 370, B-9
Lighthouse Point, Florida 33064
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(Address of Principal Executive Offices)
(954) 784-5044
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(Registrant's Telephone Number)
BERYLLIUM INTERNATIONAL CORPORATION
9790 Blue Jay Lane, Salt Lake City, Utah
March 31st
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(Former Name, Former Address and former Fiscal Year,
if changed since last report)
Employee Stock Option Plan
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(Full Title of Plan)
Matthew P. Dwyer, President Copies to: Eugene M. Kennedy, Esq.
4701 N. Federal Highway, Ste 370, B-9 517 Southwest 1st Avenue
Lighthouse Point, FL 33064 Ft. Lauderdale, FL 33301
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(Address of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed Proposed
Title of Securities Amount to maximum maximum Amount of
to be registered be registered offering price aggregate registration
per unit offering price fee
<S> <C> <C> <C> <C>
Common Stock 600,000(1) $0.01 $6,000 $1.58
(Par Value - $.01)
</TABLE>
(1) Represents 550,000 shares underlying Common Stock purchase
options granted to employees upon agreement to undertake
employment by the Registrant and 50,000 shares to be issued to
employees for services rendered to the Registrant in the Fourth
Quarter for 2000.
<PAGE>
PART I
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INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
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Item 1. Plan Information
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Wallstreet-Review, Inc. has heretofore entered into employment
agreements with third party individuals providing for sign-up Common
Stock options enabling such employees to acquire an aggregate of 550,000
shares of the Common Stock of the Registrant at an exercise price of $.01
per share. In addition, the Registrant has heretofore entered into
agreements to compensate such persons for continuing services rendered
to the Registrant with the issuance of 50,000 shares until such time as
the Registrant shall generate sufficient cash flow from operations to pay
such compensation in cash or cash equivalent.
Item 2. Registrant Information and Employee Plan Annual Information
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The Registrant shall provide each employee covered by this
registration, without charge upon their written or oral request, the
documents incorporated by referenced herein in Item 3. of Part II of this
Registration Statement. The Registrant shall also provide the employee
and attorneys, without charge, upon their written or oral request, with
all other documents required to be delivered to participants, pursuant
to Rule 428(b) under the Act. Any and all such requests shall be
directed to the Registrant at its place of business as reflected in this
Registration Statement.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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The following documents, previously filed with the Securities and
Exchange Commission, are incorporated herein by reference:
All documents filed by the Registrant with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c) and 15(d) of the
Securities Exchange Act of 1934, as amended, shall be deemed incorporated
by reference in this Registration statement and to be part hereof from
the date of filing such document.
Item 4. Description of Securities
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The Registrant is authorized to issue 10,166,666 shares of Common
Stock, with a par value of $0.01. Immediately prior to this offering
4,166,666 shares of Common Stock were outstanding and held of record by
approximately 830 persons. The holders of Common Stock have one vote per
share on each matter submitted to a vote of stockholders. Shares of
Common Stock do not carry cumulative voting rights. Thus, holders of
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more than fifty percent (50%) of the shares voting for the election of
directors can elect all of the directors. If they do so minority
shareholders would not be able to elect any Board member. The Common
Stock is not redeemable and has no conversion or pre-emptive rights. The
Common Stock currently outstanding is (and the Shares being used pursuant
to this prospectus will be) validly issued, fully paid and non-
assessable. In the event of liquidation of the Registrant, the holders
of Common Stock will share equally in any balance of the Registrant's
assets available for distribution to them after satisfaction of creditors
and the holders of the Registrant's senior securities if any at the
appropriate time. The Registrant may pay dividends, in cash, or in
securities or other property when and if declared by the Board of
Directors from funds legally available therefor, but has paid no cash
dividends on its Common Stock.
Item 5. Interests of Named Experts and Counsel
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None.
Item 6. Indemnification of Directors
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Apparently, in keeping with the general corporation laws of the
State of Utah in effect at the time the Registrant was incorporated, the
Registrant's Board of Directors adopted by resolution, as further set
forth in the Registrant's by-laws, provisions relative to indemnification
of its Officers and Directors against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in
connection with the defense of any proceeding or threatened proceeding
to which such person was or is a party, or is threatened to be made a
party by reason of the fact that such person was or is an officer or
director, provided that, (i) such director or officer acted in good faith
or in manner reasonably believed by him to be in the best interests of
the corporation to procure a judgment in its favor. In the latter case,
indemnification extends to expenses actually or reasonably incurred in
connection with the defense or settlement of any proceeding if such
person (i) acted in good faith, and (ii) in the manner such officer and
director believed to be in the best interests of the
Registrant and with such care, including reasonable inquiry, as an
ordinary prudent person would use under similar circumstances. No
indemnification will be made in respect of any claim, issue or matter,
as to which such person shall have been adjudged liable for negligence
or misconduct in the performance of his duty to the Registrant unless, and
only to extent that, the court in which such action or suit was brought
shall determine upon an application of that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Otherwise, indemnification for an officer and
director meeting the applicable standards of conduct is determined by a
majority of the disinterested directors or shareholders or upon application
by the Company, such officer or director or his attorney, to the court in
which such proceeding was pending. The Registrant is contemplating
broadening its policy for indemnification of its officers and directors
as an aspect of its recent transfer of the State of its incorporation from
Utah to Florida if permissible under Florida law.
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The Securities & Exchange Commission is of the opinion that
indemnification of the Registrant's officers or directors for the matters
involving violation of securities laws is against public policy and that
agreements therefor are consequently unenforceable.
Item 7. Exemption From Registration Claimed
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Not applicable.
Item 8. Exhibits
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Pursuant to Item 601 of Regulation S-K, the following exhibits are
annexed hereto:
(a)(5) Opinion regarding legality
(a)(10.1) Employment Agreement dated October 10, 2000 by and between the
Company and Matthew P. Dwyer*
(a)(10.2) Employment Agreement dated November 1, 2000 by and between the
Company and Peter Nardangeli*
(a)(10.3) Employment Agreement dated October 13, 2000 by and between the
Company and Richard Houraney
* Incorporated by reference to Form 8-K dated November 15, 2000 and
filed with the U.S. Securities & Exchange Commission on November 22,
2000.
Item 9. Undertakings
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a. The 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 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;
(2) That, for the purpose of determining any liability under 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 offering of such securities at that time shall be
deemed to be initial bona fide offering thereof.
(3) 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.
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(b) Filings incorporating subsequent Exchange Act documents by
reference.
The 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 the employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be initial bona fide
offering thereof.
(h) Filing of Registration Statement on Form S-8.
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 the payment by registrants 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant hereby certifies 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 by the undersigned in the City of
Broward, State of Florida on December 7th, 2000
Wallstreet-Review, Inc.
By: /s/Matthew P. Dwyer
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Matthew P. Dwyer, President, Chief
Executive Officer and Director
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