As filed with the Securities and Exchange Commission on September __, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
J.A.B. INTERNATIONAL, INC.
--------------------------
(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
(Address of principal executive offices)
AGREEMENT BETWEEN J.A.B. INTERNATIONAL, INC., AND
BONNIEJEAN C. TIPPETTS
(Full title of the Agreement)
Jefferson A. Bootes, President
J.A.B. International, Inc.
1013 Fairway Drive
Winter Park, FL 32792
(Name and address of agent for service)
Company's telephone number: (407) 829-4433
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum Aggregate
Title of Securities to Amount to be Offering Price Per Offering Amount of Registration
be Registered Registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Shares 225,000 $0.75 $168,750 $100 Minimum Fee
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
</FN>
</TABLE>
<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 BonnieJean C.
Tippetts 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
- -------------- -----------
4.1 Agreement between J.A.B. International, Inc., and BonnieJean C.
Tippetts 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 29th day of
September, 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 9/29/99
- ----------------------------
Jefferson A. Bootes
/s/ HOWARD I. KALODNER Director 9/29/99
- ----------------------------
Howard I. Kalodner
/s/ SAMUEL P. MARTIN Director 9/29/99
- ----------------------------
Samuel P. Martin
/S/ FRED PERKINS Director 9/29/99
- ----------------------------
Fred Perkins
/S/ PETER HOWE Director 9/29/99
- ----------------------------
Peter Howe
<PAGE>
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Agreement between J.A.B. International, Inc., and BonnieJean C.
Tippetts 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 BonnieJean C. Tippetts, 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 per share.
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: BonnieJean C. Tippetts
1122 West 1185 North
Farmington, UT 84025
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"
BONNIEJEAN C. TIPPETTS
-----------------------------------
BonnieJean C. Tippetts
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 BonnieJean C. Tippetts, 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
