As filed with the U.S. Securities and Exchange Commission on December 22, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Hart Industries, Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 33-0661675
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4695 MacArthur Ct., Suite 1450
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(Address of Principal Executive Offices, including ZIP Code)
Consulting Agreements with Steven Dong, Jon L. Lawver, Richard O. Weed
Jonathan L. Small, Leonard Roman, Fred Graves Luke and Fred G. Luke
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(Full title of the plan)
Fred G. Luke, President, 4695 MacArthur Ct., Suite 1450, Newport Beach, CA 92660
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(Name and address of agent for service)
(949) 833-2094
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(Telephone number, including area code, of agent for service)
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount of Proposed Proposed
Securities to be Shares to be Maximum Offering Maximum Amount of
to be Registered Registered Price Per Share Aggregate Registration
Offering Price Fee
<S> <C> <C> <C> <C>
$.01 par value
common stock 15,000 $5.00 $75,000 $19.80
$.01 par value
common stock 30,000 $5.00 $150,000 $39.60
$.01 par value
common stock 30,000 $5.00 $150,000 $39.60
$.01 par value
common stock 30,000 $5.00 $150,000 $39.60
$.01 par value
common stock 30,000 $5.00 $150,000 $39.60
$.01 par value
common stock 30,000 $5.00 $150,000 $39.60
$.01 par value
common stock
underlying stock
options 280,000 $1.00 $280,000 $73.92
$.01 par value
common stock
underlying stock
options 150,000 $1.00 $150,000 $39.60
$.01 par value
common stock
underlying stock
options 300,000 $1.00 $300,000 $79.20
$.01 par value
common stock
underlying stock
options 300,000 $1.00 $300,000 $79.20
Total 1,195,000 $1,855,000 $489.72
</TABLE>
________________________________________________________________________________
This calculation is made solely for the purposes of determining the registration
fee pursuant to the provisions of Rule 457(h) under the Securities Act and is
calculated on the basis of the average of the high and low prices of the common
stock on the OTC Bulletin Board as of December 19, 2000, a date within five
business days prior to the filing of this registration statement or made solely
for the purposes of determining the registration fee pursuant to the provisions
of Rule 457(h) under the Securities Act and is calculated on the basis of the
exercise price of the options to purchase common stock.
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<PAGE>
PROSPECTUS
HART INDUSTRIES, INC.
1,195,000 Shares of Common Stock
This Prospectus relates to the offer and sale by Hart Industries, Incorporated,
a Nevada corporation ("Hart"), of shares of its $.01 par value per share common
stock (the "Common Stock") to certain employees, consultants, officers and
directors (collectively the "Consultants") pursuant to certain consulting
agreements entered into between Hart and the Consultants (the "Consulting
Agreements"). Hart is registering hereunder and then issuing to the Consultants
165,000 shares of its Common Stock and in consideration for services rendered.
Hart is registering hereunder 1,030,000 shares of Common Stock underlying stock
options granted to certain Consultants in consideration for services to be
performed under the respective Consulting Agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of Hart within the
meaning of the Securities Act of 1933 (the "Act") may sell all or part of the
shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. 940,000 shares issuable to
the Consultants are being registered for affiliates of Hart. An affiliate is
summarily, any director, executive officer or controlling shareholder of Hart.
The "affiliates" of Hart may become subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which would limit their
discretion in transferring the shares acquired in Hart. If the Consultant who is
not now an "affiliate" becomes an "affiliate" of Hart in the future, he would
then be subject to Section 16(b) of the Exchange Act.
On September 13, 2000, Hart's common stock began trading on the OTC Bulletin
Board under the symbol HRTI. Previously, Hart's common stock was traded on
NASDAQ until it was delisted on June 7, 1993. Hart's stock was also delisted
from the National Association of Securities Dealers Small Cap Market in June
1993.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 21, 2000.
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<PAGE>
This Prospectus is part of a Registration Statement which was filed and became
effective under the Securities Act of 1933, as amended (the "Securities Act"),
and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by Hart with the Commission are
qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: 4695 MacArthur Ct.,
Suite 1450, Newport Beach, California 92660.
Hart is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by Hart under the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549. Copies may be obtained at the prescribed
rates.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Hart. This Prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has not been a change in
the affairs of Hart since the date hereof.
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<PAGE>
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 6
Item 1. Plan Information 6
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION 8
Item 2. Registrant Information and Employee Plan Annual Information 8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 9
Item 3. Incorporation of Documents by Reference 9
Item 4. Description of Securities 9
Item 5. Interests of Named Experts and Counsel 9
Item 6. Indemnification of Directors and Officers 9
Item 7. Exemption from Registration Claimed 10
Item 8. Exhibits 10
Item 9. Undertakings 10
SIGNATURES 13
EXHIBIT INDEX 14
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.Plan Information
Hart Industries Inc.
Hart Industries, Inc. ("Hart") has its principal executive offices at 4695
MacArthur Ct., Suite 1450, Newport Beach, California. Its telephone number is
(949) 833-2094. Purposes
The Common Stock is to be issued by Hart to certain Consultants will be issued
pursuant to certain Consulting Agreements entered into between these Consultants
and Hart, which Agreements have been approved by the Board of Directors. These
agreements include various stock options whereby the consultants have the right
to acquire shares of common stock.
The Consulting Agreements are intended to provide a method whereby Hart may be
stimulated by the personal involvement of the Consultants in Hart's future
prosperity, thereby advancing the interests of Hart and all of its shareholders.
Copies of the Consulting Agreements have been filed as exhibits to this
registration statement. Common Stock
The Board of Directors has authorized the issuance of up to 1,195,000 shares of
the Common Stock and Common Stock underlying stock options issued pursuant to
the Consulting Agreements upon effectiveness of this Registration Statement.
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<PAGE>
The Consultants
Pursuant to the Consulting Agreements, the Consultants have agreed to provide
their expertise and advice to Hart for the purposes set forth in their
Agreements with Hart. No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the shares of
Common Stock upon issuance and delivery and are entitled to all of the rights of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock. Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultant, therefore, will be deemed for federal income tax purposes
to recognize ordinary income during the taxable year in which the first of the
following events occurs: (a) the shares become freely transferable, or (b) the
shares cease to be subject to a substantial risk of forfeiture. Accordingly, the
Consultant will receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the Consultant receives shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes. The Consultant is urged to consult his tax
advisor on this matter. Further, if any recipient is an "affiliate", Section
16(b) of the Exchange Act is applicable and will affect the issue of taxation.
Tax Treatment to Hart
The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by Hart for federal
income tax purposes in the taxable year of Hart during which the recipient
recognizes income. Restrictions on Resales
In the event that an affiliate of Hart acquires shares of Common Stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder has sold or
sells any shares of Common Stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit", as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to Hart. Services rendered have been recognized as valid consideration for the
"purchase" of shares in connection with the "profit" computation under Section
16(b) of the Exchange Act. Hart has agreed that for the purpose of any "profit"
computation under 16(b) the price paid for the common stock issued to affiliates
is equal to the value of services rendered. Shares of Common Stock acquired
hereunder by persons other than affiliates are not subject to Section 16(b) of
the Exchange Act.
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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
Hart hereby incorporates by reference its reports including (i) its annual
report on Form 10-KSB for the year ended December 31, 1999 filed pursuant to
Section 13 of the Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed
under the Securities or Exchange Act subsequent to any filed Form 10K (or
10-KSB), as well as all other reports filed under Section 13 of the Exchange
Act, and Form 8-K filings, if any, and (iii) its annual report, if any, to
shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further documents filed by Hart pursuant to Section 13, 14, or 15(d) of the
Exchange Act prior to the termination of this offering are deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing. All documents which when together, constitute this Prospectus,
will be sent or given to participants by the Registrant as specified by Rule
428(b)(1) of the Securities Act.
Item 2.Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: 4695 MacArthur Ct., Suite 1450, Newport Beach, California 92660,
(949) 833-2094. Legal Opinion and Experts
Richard O. Weed, independent legal counsel to Hart, has rendered an opinion on
the validity of the securities being registered. Mr. Weed is not an "affiliate"
of Hart and currently does not own shares of Hart common stock.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, or persons controlling Hart, Hart has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through (c),
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
(a) Registrant's latest Annual Report for the year ended December 31, 1999,
whether filed pursuant to Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the calendar year covered by annual report referred to in
(a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the Securities
Act.
Item 4.Description of Securities
No description of the class of securities (i.e. the $.01 par value Common Stock)
is required under this item because the Common Stock is registered under Section
12 of the Exchange Act.
Item 5.Interests of Named Experts and Counsel
Richard O. Weed, independent counsel to Hart, has rendered an opinion on the
validity of the securities being registered. Mr. Weed currently does not own any
shares of Hart common stock.
Item 6.Indemnification of Directors and Officers
Under Nevada law, a corporation may indemnify its officers, directors, employees
and agents under certain circumstances, including indemnification of such person
against liability under the Securities Act of 1933. A true and correct copy of
Section 78.7502 of Nevada Revised Statutes that addresses indemnification of
officers, directors, employees and agents is attached hereto as Exhibit 99.
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<PAGE>
In addition, Section 78.037 of the Nevada Revised Statutes and Hart's Articles
of Incorporation and Bylaws provide that a director of this corporation shall
not be personally liable to the corporation or its stockholders for monetary
damages due to breach of fiduciary duty as a director except for liability (a)
for acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law; or (b) for the payments of distribution in violation of Nevada
Revised Statute 78.300.
The effect of these provisions may be to eliminate the rights of Hart and its
stockholders (through stockholders' derivative suit on behalf of Hart) to
recover monetary damages against a director for breach of fiduciary duty as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (a) and (b) of the
preceding paragraph.
Item 7.Exemption from Registration Claimed
Not applicable.
Item 8.Exhibits
(a) The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:
Exhibit No. Title
5.1 Opinion of Counsel re: Legality
10.1 Fee Agreement with Richard O. Weed
10.2 Addendum to Consulting Agreement with Steven Dong
10.3 Addendum to Consulting Agreement with Jon L. Lawver
10.4 Addendum to Consulting Agreement with Jonathan Small
10.5 Addendum to Consulting Agreement with Len Roman
10.6 Addendum to Consulting Agreement with Fred Graves Luke
10.7 Addendum to Consulting Agreement with Fred G. Luke
23.1 Consent of Richard O. Weed, special counsel to registrant, to the use
of his opinion with respect to the legality of the securities being
registered hereby and to the references to him in the Prospectus filed
as a part hereof.
23.2 Consent of McKennon, Wilson & Morgan LLP
99.1 Section 78.7502 of Nevada Revised Statutes
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Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
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:
(i) 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, represents a fundamental
change in the information set forth in the registration
statement; and
(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.
Provided, however, paragraphs (1)(i) and (1)(ii) shal not apply
if the information required to be included in a post-effective
amendment by those paragraph is incorporated by reference from
periodic reports filed by the registrant pursuant to section 13
or section 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, each post-effective amendment to 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) 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.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14e-3 under the Securities
Exchange Act of 1934; and, where interim financial information
require to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference
in the prospectus to provide such interim financial information.
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<PAGE>
(5) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of registrant's annual report pursuant to Section
13(a) of the Securities 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.
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<PAGE>
SIGNATURES
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 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 Newport Beach, State of California on December 21,
2000.
HART INDUSTRIES, INC.
(Registrant)
By: /s/ Fred G. Luke
Fred G. Luke,
President
Pursuant to the requirements of the 1933 Act, this registration statement or
amendment has been signed by the following persons in the capacities and on the
dates indicated:
Signatures Title Date
------------------- ---------------------- ------------------
/s/ Fred G. Luke President and Director December 21, 2000
Fred G. Luke
/s/ Jon L. Lawver Secretary, Chief December 21, 2000
Jon L. Lawver Financial Officer and
Director
/s/ Fred Graves Luke Director December 21, 2000
Fred Graves Luke
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EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-K and are specifically incorporated herein by this
reference:
Exhibit
Number in
Registration
Statement Description
---------- -------------------------------------------------------
5.1 Opinion of Counsel
10.1 Fee Agreement with Richard O. Weed
10.2 Addendum to Consulting Agreement with Steven Dong
10.3 Addendum to Consulting Agreement with Jon L. Lawver
10.4 Addendum to Consulting Agreement with Jonathan Small
10.5 Addendum to Consulting Agreement with Len Roman
10.6 Addendum to Consulting Agreement with Fred Graves Luke
10.7 Addendum to Consulting Agreement with Fred G. Luke
23.1 Consent of Richard O. Weed to Use of Opinion
23.2 Consent of McKennon, Wilson & Morgan, LLP
99.1 Section 78.7502 of Nevada Revised Statutes
14
