As filed with the Securities and Exchange Commission on August 15, 2000.
Registration Number: 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933.
GoHealth.MD, Inc.
(Exact name of registrant as specified in its charter)
Nevada 83-0250943
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Code Number)
2051 Springdale Road Dr. Leonard Vernon, President
Cherry Hill, New Jersey 08003 2051 Springdale Road
(800) 204-1902 Cherry Hill, New Jersey 08003
(800) 204-1902
(Address, including zip code (Address, including zip code and
and telephone number, including telephone number, including area
area code of Registrants principal code of agent for service)
offices and principal place of
Business)
Consulting Agreement with Marc Sporn
(Full title of Plan)
Copies to:
Bernabe Diaz, Esq.
c/o Corporate Services Group
71 Stony Hill Rd., 2nd Flr.
Bethel CT 06801
CALCULATION OF REGISTRATION FEE*
________________________________________________________________________
Proposed Maximum
Title of Unit Amount to be Offering Aggregate Amount of
each class Registered Per Unit Offering Registration
of Price Fee
Securities
to be
Registered $350,000 $1.00 $350,000.00 $88.00
Common
Stock, par
value-$.01
________________________________________________________________________
*Pursuant to the provisions of S.E.C. Rule 16, the Registrant is registering
such additional Securities as may be issuable pursuant to applicable anti-
dilutive obligations of the Registrant with reference to the securities
registered.
<PAGE> 1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference
The following documents, which have been filed by GoHealth.MD, Inc.
(the "Registrant") with the Securities and Exchange Commission, are
incorporated herein by reference:
a) the Registrant's Registration statement on Form SB-2/a, SEC File
Number 333-94695, Filed on July 29, 2000.
All documents files 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, subsequent to the date of this Registration
Statement and 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, except to the extent otherwise
provided by any rule promulgated by the Securities and Exchange Commission,
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
The Registrant is authorized to issue 25,000,000 shares of Common
Stock, with a par value of $0.01. Immediately prior to this offering
4,549,603 shares of Common Stock were outstanding and held of record by
approximately 350 persons. The holders of Common Stock have one vote per
share on all matters (including election of directors) without provision
for cumulative voting. Thus, holders of more than fifty percent (50%) of
the shares voting for the election of directors can elect all of the
directors, if they choose to do so. 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. The Registrant may pay dividends, in
cash or in securities or other property when and declared by the board of
directors from funds legally available therefor, but has paid no cash
dividends on its Common Stock.
<PAGE> 2
Item 5 Interests of Named Experts and Counsel
Bernabe Diaz, Esquire, the Registrant's general counsel, owns no
shares of the Registrant's common stock. Mr. Diaz is the attorney
providing the legal opinion required by the Registration Statement.
Item 6 Indemnification of Directors
In accordance with General Corporation Laws of the State of Nevada
which were in effect at the time of 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, the power to indemnify 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
corporation 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 corporation 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 indemnify 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
corporation, such officer or director or his attorney, to the court in
which such proceeding was pending. Notwithstanding the foregoing, The
Registrant is contemplating amending its indemnification of officers and
directors to allow the Registrant to utilize the broader indemnification
now allowed under the Nevada Corporation Act.
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
Not applicable.
<PAGE> 3
Item 8 Exhibits
4. Constituent Documents:
.1 Original Articles of Incorporation*
.11 1st Amendment to Articles of Incorporation*
.12 2nd Amendment to Articles of Incorporation*
.2 Original Bylaws*
.21 Current Bylaws, as amended. *
5. Opinion of Bernabe Diaz, Esq. at page 6.
10. Consulting Agreements with Marc Sporn, et al at page 7.
___________
* Filed with the Registrant's Registration Statement on Form SB-2/A
and Exhibits appended thereto, as amended, Securities and Exchange Commission
(Filed on July 27, 2000).
Item 9 Undertakings
(a) Rule 415 offering.
1. 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.
(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
<PAGE> 4
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) that is 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.
(c) Filings 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, in
the registrants 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
Voorhees, State of New Jersey on August 15, 2000.
GoHealth.MD, Inc.
By:/s/Dr. Leonard Vernon/s/
Dr. Leonard Vernon, 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/ Dr. Leonard Vernon /s/___
Dr. Leonard Vernon
President & Director
<PAGE> 5
EXHIBIT 5.1
Opinion of Bernabe B. Diaz, Registrant's Counsel
August 15, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Re: GoHealth.MD, Inc.
Gentlemen:
This opinion is given in connection with the filing of the
registration number 33- ________(the "Registration Statement") filed with
the United States Securities and Exchange Commission, as it pertains to
350,000 share of GoHealth.MD, Inc.'s (the "Registrant") common stock, with a
par value of $0. 01 to be issued to Marc Sporn, pursuant to the terms of a
consulting agreement dated July 24, 2000.
Certain terms used in this opinion characterized by initial capital
letter have been meaning set forth in the Registration Statement. We have
examined the originals and copies of corporate instruments, certificates
and other documents of the Registrant and interviewed representatives of the
Registrant to the extent we deemed it necessary, in order to form the basis
for the opinion hereinafter set forth. A major portion of our investigation
of the registrant involved review of 34 Act reports heretofore filed by the
Registrant, the information contained therein having been presumed to be
accurate.
In such examination we have assumed the geniuness of all signatures
and authenticity of all documents submitted to us as certified and photostat
copies. As to all questions of fact material to this opinion which have not
been independently established, we have relied upon statements or
certificates of officers or representatives of the Registrant.
Based on the foregoing, we are of opinion that the 350,000 shares of
the registrant's common stock referred to in the Registration Statement will,
upon issuance after payment therefor, be fully paid and non-assessable and
there is no personal liability to the owners thereof.
This law firm hereby consents to the filing of this opinion as an
exhibit to the Registration Statement; however, this opinion is limited to
the facts set forth herein and is not to be interpreted as an opinion that
the Registration Statement has been properly prepared, or provides all
required disclosure.
Very truly yours,
/s/Bernabe B. Diaz/s/
Bernabe B. Diaz
<PAGE> 6
AGREEMENT
THIS AGREEMENT (the "Agreement"), dated the 24th day of July, 2000,
is made and entered into by and between GoHealth.MD, Inc. (hereinafter
referred to as "GOMD"), a Public Company incorporated pursuant to the laws
of Nevada, OF THE FIRST PART, and Marc Sporn (hereinafter referred to as
"Consultant"), OF THE SECOND PART.
P R E A M B L E :
WHEREAS, GOMD desires to engage the Consultant as its general management
consultant; and
WHEREAS the Consultant has performed the abovementioned services for a
substantial amount of time with out compensation and GOMD is desirous of
continuing of continuing the relationship; and
WHEREAS the Consultant wishes to continue to provide the abovestated
services to GOMD;
NOW, THEREFORE, in consideration for the Consultant's agreement to
render the hereinafter described services, as well as of the premises, the
sum of TEN ($10) DOLLARS, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:
WITNESSETH:
ARTICLE ONE
CONSULTANT SERVICES
1.1 The Consultant shall perform the following services for GOMD:
(a) Consultant shall aid in the drafting of and review and comment upon
all Securities and Exchange Commission Filings, and upon any and all actions
requiring either Federal or State filings, including NASD filings, and upon
any and all press releases.
(b) Consultant shall work with GOMD to further develop its management
structure and its Board of Directors, and to plan its strategy in acquiring
companies that will meld with GOMD's development plans. Consultant will also
review any and all expansion plans, including expansion by takeover, and
comment on the desirability and feasibility of the said plans, and will
develop plans of action for any general plans for expansion as required.
(c) GOMD hereby irrevocably agrees to keep Consultant apprised of all
material matters involving the GOMD, as required to permit Consultant to
fully, properly and legally perform its duties hereunder.
<PAGE> 7
(d) Consultant shall submit weekly reports to GOMD on its progress to
date.
ARTICLE TWO
FEES, EXPENSES, AND TERMINATION
2.1 Fees
(a) The Consultant shall be entitled to a fee of 350,000 free trading
shares within 7 working days of the execution of this agreement for the sum
of $350,000, said sum having been earned by Consultant.
2.2 Expenses
Consultant shall bear all its own expenses in providing the services
herein, provided however, that major extraordinary expenses such as annual
reports when authorized in advance by GOMD, shall be borne by GOMD.
All travel, telephone, and board and lodging expenses shall be borne by the
Consultant.
2.3 Term and Termination
(a) This agreement shall be for a period of 3 years, and may not be
terminated by the Consultant.
This Agreement may be terminated by GOMD at will and without cause.
In the event of termination, no further payments shall be due to Consultant.
ARTICLE THREE
MISCELLANEOUS
3.1 All notices, demands or other written communications hereunder shall
be in writing, and unless otherwise provided, shall be deemed to have been
duly given on the first business day after mailing by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
<PAGE> 8
TO CONSULTANT; Marc Sporn, 22861 Harrowood CT., Boca Raton,
Florida 33433;
and
TO GOMD: 2051 Springdale Road, Cherry Hill, New Jersey 08003;
in each case, with copies to such other address or to such other persons as
any Party shall designate to the others for such purposes in the manner
herein above set forth.
3.2 Time shall be of the essence in this Agreement.
3.3 This Agreement may be executed in one or more counterparts, each of
which when so executed shall constitute an original and all of which together
shall constitute one and the same agreement.
3.4 This Agreement, constitutes the entire agreement between the parties
hereto. There are not and shall not be any verbal statements, representations,
warranties, undertakings or agreements between the parties and this Agreement
may not be amended or modified in any respect except by written instrument
signed by the parties hereto.
3.5 This Agreement shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of
New York. Any and all disputes arising under this Agreement whether as to
interpretation, performance or otherwise, shall be subject to the exclusive
jurisdiction of the Courts of the State of New York. Each of the parties
hereto hereby irrevocably attorns to the jurisdiction of the Courts of the
State of New York.
3.6 The parties hereto shall sign such further and other papers, cause
such meetings to be held, resolutions passed and by-laws enacted, exercise
their vote and do or cause to be done all such other acts and things as may
be necessary or desirable in order to give full force and effect to this
Agreement and every part thereof.
3.7 The headings used herein are inserted for convenience of reference
only and shall not affect the construction of, or interpretation of, this
Agreement.
3.8 In the event that any Article or section of this Agreement is held
to be invalid or unenforceable by a court of competent jurisdiction, such
invalidity or unenforceability shall not affect the remainder of the
provisions hereof, but such part shall be fully severable, and this Agreement
shall be construed and enforced as if such invalid or unenforceable part
had never been inserted herein and the parties do hereby agree that they
would have signed this Agreement without such invalid or unenforceable part
included herein.
3.9 In this Agreement words importing the singular number only shall
include the plural and vice versa; and words importing the masculine gender
shall include the feminine and vice versa.
<PAGE> 9
3.10 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal personal representatives,
successors and permitted assigns.
3.11 Where the date for the expiry of any time period or for the closing
of any thing hereunder expires or falls upon a day which is not a Business
Day, the time so limited extends to and the thing shall be done on the day
next following that is a Business Day.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement on the day and year first above written.
SIGNED, SEALED AND DELIVERED
in the presence of /s/Dr. Leonard Vernon/s/________________
Re: GoHealth.MD, Inc.
per: Dr. Leonard Vernon,CEO
/s/Marc Sporn/s/
Marc Sporn
<PAGE> 10
