As filed with the Securities and Exchange Commission on October 13, 1999.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
J.A.B. INTERNATIONAL, INC.
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(Exact Name of Company as specified in its charter)
NEVADA 000-12761 88-0180496
- ------------------------ --------------------- -------------
(State of Incorporation) (Commission file No.) (IRS Employer
ID Number)
1013 FAIRWAY DRIVE, WINTER PARK, FL 32792
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(Address of principal executive offices)
AGREEMENT BETWEEN J.A.B. INTERNATIONAL, INC., AND
DELMAR JANOVEC
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(Full title of the Agreement)
JEFFERSON A. BOOTES, PRESIDENT
J.A.B. INTERNATIONAL, INC.
1013 FAIRWAY DRIVE
WINTER PARK, FL 32792
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(Name and address of agent for service)
Company's telephone number: (407) 829-4433
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Amount to be Maximum Aggregate Amount of
Securities to Registered Offering Offering Registration Fee
be Registered Price Per Price(1)
Share(1)
Common Shares 225,000 $0.75 $168,750 $100 Minimum Fee
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the
Agreement between J.A.B. International, Inc. (the "Company"), and Delmar Janovec
dated June 1, 1999, required by Item 1 of Form S-8 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the statement of availability
of registrant information, employee benefit plan annual reports and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified in Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1998;
b. The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended September 30, and December 31, 1998, and March 31, 1999; and
c. The Company's Current Reports on Forms 8-K subsequent to June 30,
1998, and up to and including the date of filing of this Registration statement.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any document
that is subsequently incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized stock of the Company consists of 200,000,000 authorized
shares of Common Stock, par value $.001 per share, approximately 4,414,455
shares of which were outstanding as of June 30, 1999.
<PAGE>
Each share of Common Stock is entitled to one vote, either in person or
by proxy, on all matters that may be voted upon by the owners thereof at a
meeting of the shareholders, including the election of directors. The holders of
Common Stock (i) have equal, ratable rights to dividends from funds legally
available therefor, when, as and if declared by the Board of Directors of the
Company; (ii) are entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon liquidation,
dissolution or winding up of the affairs of the Company; (iii) do not have
preemptive or redemption provisions applicable thereto; and (iv) are entitled to
one noncumulative vote per share on all matters on which shareholders may vote
at all meetings of shareholders.
All shares of Common Stock issued and outstanding are, and those offered
hereby, when issued, will be fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.
Transfer Agent, Registrar and Warrant Agent
The Company has appointed Signature Stock Transfer, 14675 Midway Road,
Suite 221, Dallas, TX 75244 as transfer agent and registrar for the Common Stock
and Preferred Stock.
ITEM 5. Interests of Named Experts and Counsel.
J. Bennett Grocock, sole shareholder of J. Bennett Grocock P.A., a partner
with Grocock & Abramson, Attorneys at Law, special securities counsel to the
Registrant for the purpose of this Registration Statement owns approximately
200,000 common shares of the Registrant.
ITEM 6. Indemnification of Directors and Officers.
Registrant's Articles of Incorporation and Bylaws and the Nevada General
Corporation Law provide for indemnification of directors and officers against
certain liabilities. In general, officers and directors of Registrant are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith, and are not deemed to be liable to Registrant for
negligence or misconduct in the performance of their duties.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
<PAGE>
ITEM 8. Exhibits.
EXHIBIT NUMBER DESCRIPTION
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4.1 Agreement between J.A.B. International, Inc.,
and Delmar Janovec dated June 1, 1999.
5 Opinion of Counsel, Grocock & Abramson
23.1 Consent of Brown Armstrong Randall Reyes Paulden and
McCown Independent Certified Public Accountants.
23.2 Consent of Grocock & Abramson (Included in Exhibit 5).
ITEM 9. Undertakings
1. The Registrant hereby undertakes:
(a) 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 of 1933;
(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 formation set forth in the 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;
(b) 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
bonafide offering thereof.
(c) 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 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 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Orlando, State of Florida, on this 13th day of
October, 1999.
J.A.B. INTERNATIONAL, INC.
By: /s/ JEFFERSON A. BOOTES
-----------------------
Jefferson A. Bootes, CEO
In accordance with 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
/s/ JEFFERSON A. BOOTES CEO/President/Director 10/13/99
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Jefferson A. Bootes
/s/ HOWARD I. KALODNER Director 10/13/99
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Howard I. Kalodner
/s/ SAMUEL P. MARTIN Director l0/13/99
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Samuel P. Martin
/s/ FRED PERKINS Director 10/13/99
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Fred Perkins
/s/ PETER HOWE Director 10/13/99
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Peter Howe
<PAGE>
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
J.A.B. INTERNATIONAL, INC.
(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Agreement between J.A.B. International, Inc.,
and Delmar Janovec dated June 1, 1999.
5 Opinion of Counsel, Grocock & Abramson
23.1 Consent of Brown Armstrong Randall Reyes Paulden and McCown
Independent Certified Public Accountants.
23.2 Consent of Grocock & Abramson (Included in Exhibit 5).
Exhibit 4.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is entered into as of the 1st day
of June, 1999, by and between J.A.B. INTERNATIONAL, INC., a Nevada corporation
(the "Company"), and Delmar Janovec, an individual, ("Consultant").
1. ENGAGEMENT OF CONSULTANT. The Company hereby engages Consultant to
assist the Company.
2. COMPENSATION. As total and complete compensation for his services
provided herein, the Company shall issue to Consultant 225,000 shares ("Shares")
of the Company's restricted common stock ("Stock"), par value $.001.
2.1 EXPENSES. Consultant shall assume and shall be responsible for
all expenses incurred by Consultant and Consultant shall be responsible for all
disbursements made in Consultant's activities. Except as otherwise specifically
authorized by the President of the Company in advance, in writing, Consultant
shall not incur on behalf of Company, and Company shall not have, any liability
for any expenses, costs, and disbursements of Consultant. Consultant shall
indemnify and hold Company harmless from and against any and all claims,
actions, or liability for any expenses, costs, and disbursements, including
attorneys' fees, of Consultant or its agents, servants, contractors, or
employees.
3. TERM OF AGREEMENT. This Agreement shall commence on the date first set
forth above and shall continue in full force and effect for a period of one (1)
year. Either party, at its option, may terminate this Agreement prior to the
expiration of such one (1)-year period by providing the other party written
notice of intent to terminate not less than thirty (30) days prior to the
effective date of termination. Notwithstanding the foregoing, the Company may
immediately terminate this Agreement if Consultant materially breaches an
obligation hereunder.
3.1 POST-TERMINATION OBLIGATIONS OF CONSULTANT. Upon any termination
of this Agreement:
(a) Consultant shall immediately cease any activities for the
Company.
(b) Consultant shall turn over to the Company on or before the
effective date of termination any property of the Company in his possession, in
the same condition as when it was received by Consultant, ordinary wear and tear
excepted. All records or papers of any kind relating to the Company's business
in the possession of Consultant or within Consultant's scope of services shall
be and shall remain the property of the Company and shall be surrendered to the
Company immediately on demand.
(c) All Confidential Information (as defined in Article 7
below) shall remain the sole property of the Company, shall be left in its
entirety in the undisputed possession and control of the Company, and any
Confidential Information in the custody or control of the Consultant shall be
remain the property of the Company.
(d) Consultant shall comply with all obligations meant to
survive termination.
4. RELATIONSHIP OF THE PARTIES; CONSULTANT'S LIMITATIONS OF AUTHORITY.
Except as otherwise specifically set forth in this Agreement, Consultant shall
have no authority to represent Company as an agent of Company. Consultant shall
have no authority to bind Company by any contract, representation,
understanding, act, or deed concerning Company. Except as otherwise specifically
set forth herein, neither the making of this Agreement nor the performance of
any part of the provisions hereof shall be construed to constitute Consultant as
an employee, agent or representative of Company for any purpose,
<PAGE>
nor shall this Agreement be deemed to establish a joint venture or partnership.
Consultant, in all respects, shall be deemed an independent contractor with
respect to the performance by Consultant of its obligations hereunder.
5. ASSIGNMENT. Neither this Agreement nor any of the duties or obligations
of Consultant herein may be voluntarily, involuntarily, directly, or indirectly
assigned, delegated, or otherwise transferred or encumbered by Consultant
without the prior, written approval of the Company. Any such assignment,
delegation, transfer, or encumbrance without such approval will be void and will
constitute a "material breach" of this Agreement entitling the Company to
terminate this Agreement immediately. A change in voting control of Consultant
shall be deemed an assignment of this Agreement. This Agreement is fully
assignable by the Company and shall inure to the benefit of any assignee or
other successor.
6. CONFIDENTIALITY.
6.1 CONFIDENTIAL INFORMATION. Consultant acknowledges and agrees
that in the course of performing the services for and on behalf of the Company,
it will come into possession of confidential and proprietary information of the
Company ("Confidential Information"): including information (i) of a technical
nature such as, but not limited to, methods, know-how, formulae, processes,
discoveries, machines, inventions, intellectual property, computer programs and
similar items or research projects; (ii) of a business nature such as, but not
limited to, business plans, information about customers and customer accounts,
purchasing, profits, sales of products, and sources of supplies, and (iii)
pertaining to future developments such as, but not limited to, research and
development, future marketing or plans and future expansion plans. The term
"Confidential Information" shall not be deemed to include information that is
published, information that is generally known throughout the industry or which
generally is available to the industry without restriction through no fault of
Consultant.
6.2 OWNERSHIP BY THE COMPANY. Consultant acknowledges and agrees
that: (a) all Confidential Information is and shall remain, at all times, the
sole property of the Company and that Consultant has not and will not obtain any
proprietary interest in any Confidential Information regardless of how it was
developed or acquired (it shall be no defense to any action brought to enforce
this Agreement that Consultant developed or acquired, in whole or in part, the
Confidential Information); (b) the Confidential Information is a valuable,
special and unique asset of the Company which gives the Company certain
advantages over its actual and potential competitors, and (c) the Confidential
Information constitutes "trade secrets."
6.3 PROTECTION OF CONFIDENTIAL INFORMATION. Consultant, for itself
and its officers, directors, employees, affiliates, and agents, shall preserve
and hold in a fiduciary capacity for the benefit of the Company, all
Confidential Information which may be communicated to, acquired by, or learned
of by Consultant during the course or as a result of its relationship or
dealings with the Company. Consultant shall use the Confidential Information
only for the performance of the services. Consultant shall not reduce to writing
or otherwise record or copy any Confidential Information, unless required to do
so in order to fulfill its obligations to the Company or as otherwise authorized
by the President of the Company.
6.4 DISCLOSURE TO OTHERS. Consultant understands and agrees that no
Confidential Information shall be revealed, disclosed, divulged, sold, licensed,
exchange, or released, or otherwise made available, directly or indirectly
(either in writing, verbally, by electronic transmission, or by any other form
or manner of communication), to third persons or entitles for purposes unrelated
to the business objectives of the Company without prior written authorization of
an executive officer of the Company. If Consultant must consult with any third
party and disclose to such third party any of the Confidential Information, then
Consultant must obtain the prior written consent and authorization of an
executive officer of the Company prior to such disclosure. Confidential
Information shall be disclosed to employees or agents of Consultant only on an
"as needed" basis. Consultant shall comply with all requirements reasonably
imposed by the Company regarding disclosure of the Confidential Information to
third parties.
<PAGE>
6.5 LEGALLY COMPELLED DISCLOSURE. If Consultant becomes legally
compelled to disclose any of the Confidential Information or any part thereof,
then it will provide the Company with prompt, written notice thereof, unless it
is legally prohibited from so doing, so that the Company may seek a protective
order or other appropriate remedy and/or waive compliance with the provisions of
this Agreement. If any such protective order or other remedy is not obtained or
the Company waives compliance with the provisions of this Agreement, then the
Consultant will furnish only that information relating to the Confidential
Information which is legally required and will exercise its best efforts so that
confidential treatment will be accorded to any Confidential Information so
disclosed.
6.6 CONTINUING OBLIGATIONS. Consultant understands and agrees that
its obligations under this Article 7 (specifically including the obligations to
preserve, protect and not disclose, make available for use, or use for unrelated
business purposes, the Confidential Information), continue indefinitely and do
not, under any circumstances or for any reason (specifically including wrongful
termination of Consultant's services for the Company), cease upon any
termination of Consultant's relationship with or services to the Company.
6.8 INJUNCTIVE RELIEF. Consultant acknowledges that the Company will
be irreparably damaged if Consultant fails to protect the Confidential
Information by failing to comply with its obligations under this Article 7.
Consultant agrees to pay all court costs and reasonable attorney's fees and
expenses incurred by the Company in enforcing the provisions of this Article 7.
Further, the Company may obtain, and Consultant hereby consents to, an EX PARTE
injunction, restraining order, temporary restraining order, or the like if a
violation of this Article 7, in the Company's sole discretion, occurs, appears
imminent, or is threatened, without the requirement of having to post a bond or
other form of security.
7. INDEMNIFICATION. Consultant indemnifies and holds the Company and its
officers, directors, employees, and agents harmless from and against any and all
claims, liabilities, expenses, costs and damages (including reasonable
attorneys' fees from defending the same) alleged against or incurred by the
Company in connection with or arising out of Consultant's services under this
Agreement.
8. MISCELLANEOUS PROVISIONS.
8.1 ENTIRE AGREEMENT; BINDING EFFECT. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes any prior agreements or understandings between the
parties. This Agreement shall be binding on and inure to the benefit of the
parties hereto and their respective successors and authorized assigns.
8.2. MODIFICATION. This Agreement may be modified only upon the
execution of a written agreement signed by both of the parties.
8.3 WAIVERS. No failure on the part of either party hereto to
exercise, and no delay in exercising, any right, power, or remedy hereunder
shall operate as a waiver thereof nor shall any single or partial exercise of
any right, power, or remedy hereunder preclude any other or further exercises
thereof or the exercise of any other right, power, or remedy.
8.4 GOVERNING LAW; VENUE AND JURISDICTION. This Agreement shall be
deemed to have been entered into in, and for all purposes shall be governed by,
the laws of the State of Florida, without regard to Florida's choice of law
decisions. The parties agree that any action brought by either party against the
other in any court, whether federal or state, shall be brought within Orange
County, Florida, in the applicable state and federal judicial districts and do
hereby waive all questions of personal jurisdiction or venue for the purpose or
carrying out this provision.
8.5 ATTORNEYS' FEES. In the event of a dispute under this Agreement,
the non-prevailing party shall pay all of the prevailing party's reasonable
attorneys' fees and costs incurred in connection with any such action, including
post-judgment collection proceedings.
<PAGE>
8.6 SEVERABILITY. In the event that any provision of this Agreement,
in whole or in part (or the application of any provision to a specific
situation), is held to be invalid or unenforceable by the final judgment of a
court of competent jurisdiction after appeal or the time for appeal has expired,
such invalidity shall be limited to such specific provision or portion thereof
(or to such situation), and this Agreement shall be construed and applied in
such manner as to minimize such unenforceability. This Agreement shall otherwise
remain in full force and effect.
8.7 NOTICES. Whenever any demand, request, approval, consent or
notice (singularly and collectively, "Notice") shall or may be given by one
party to the other, such Notice shall be addressed to the parties at their
respective addresses as set forth below and served by (i) hand, (ii) a
nationally recognized overnight express courier, or (iii) registered or
certified mail return receipt requested. The date the Notice is received shall
be the date of service of Notice. In the event an addressee refuses to accept
delivery, however, then Notice shall be deemed to have been served on either (i)
the date hand delivery is refused, (ii) the next business day after the Notice
was sent in the case of attempted delivery by overnight courier, or (iii) five
(5) business days after mailing the Notice in the case of registered or
certificate mail. Either party may, at any time, change its Notice address by
giving the other party Notice, in accordance with the above, stating the change
and setting forth the new address. Notices shall be addressed as follows:
If to Company: J.A.B. International, Inc.
2708 Deer Berry Court
Longwood, FL 32779
Attention: President
Facsimile No.: ____________
If to Consultant: Delmar Janovec
1935 East River Oaks Drive
Sandy, UT 84093
Facsimile No.: ____________
Any party may change its address or telecopier number for purposes of this
paragraph by giving notice as provided herein.
8.8 COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same instrument.
In witness whereof, the parties hereto have executed this Agreement as of
the date and year first above written.
"COMPANY"
J.A.B. INTERNATIONAL, INC.
By: /s/ JEFFERSON A. BOOTES
------------------------------
Jefferson A. Bootes, President
"CONSULTANT"
/s/ DELMAR JANOVEC
------------------------------
Delmar Janovec
Exhibit 5
OPINION AND CONSENT OF LEGAL COUNSEL
Grocock & Abramson
Attorneys at Law
126 E. Jefferson Street
Orlando, FL 32801
September 29, 1999
Board of Directors
J.A.B. International, Inc.
1013 Fairway Drive
Winter Park, FL 32792
Gentlemen:
We have acted as special securities counsel to J.A.B. INTERNATIONAL, INC. (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration under
the Securities Act of 1933, as amended, of the 225,000 shares of the Company's
common stock, $0.001 par value per share (the "Shares"), pursuant to the
Agreement between J.A.B. International, Inc., and Delmar Janovec, dated June 1,
1999 (the "Agreement"). As such, we have examined the Registration Statement and
such other documents of the Company as we deemed appropriate under the
circumstances.
Based upon the foregoing, and assuming that the Shares will be issued as set
forth in the Agreement, at a time when effective, and that there will be full
compliance with all applicable securities laws involved under the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated pursuant to said Acts, and in those states in
which the Shares may be sold, we are of the opinion that, upon issuance of the
Shares according to the Registration Statement and receipt of the consideration
to be paid for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company. This opinion does not cover
any matters related to any re-offer or re-sale of the Shares by the firm, once
issued pursuant to the Agreement as described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written consent. This opinion is based on
our knowledge of the law and facts as of the date hereof. We assume no duty to
communicate with the Company in respect to any matter which comes to our
attention hereafter.
Very truly yours,
GROCOCK & ABRAMSON
Consent:
We consent to the use of our opinion dated September 29, 1999, as an exhibit to
the Registration Statement of J.A.B. International, Inc., and to the reference
to our firm in the Registration Statement.
GROCOCK & ABRAMSON
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
J.A.B. International, Inc.
1013 Fairway Drive
Winter Park, FL 32792
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, of our report dated November 22, 1998, with respect to
the consolidated financial statements of Brush Creek Mining and Development Co.,
Inc., included in its Annual Report on Form 10-KSB, filed with the Securities
and Exchange Commission, which has been incorporated by reference in its
entirety in the Registration Statement on Form.
Brown Armstrong Randall Reyes
Paulden and McCown Accountancy Corporation
September 29, 1999
