SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CRAFTCLICK.COM, INC.
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(Exact Name of Registrant as Specified in its Charter)
Utah 87-0419571
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
432 Culver Blvd.
Playa Del Rey, California 90293
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(Address of Principal Executive Offices)
(310) 827-3500
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(Issuer's Telephone Number, including Area Code)
2000 Stock Option Plan
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(Full Title of the Plan)
Sandip Seth
432 Culver Blvd.
Playa Del Rey, California 90293
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(Name and Address of Agent for Service)
(310) 827-3500
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
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$0.001 par
value common
voting stock 4,567,886 $1.00 $4,567,886 $1,269.87
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* Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the exercise price of the
options covering the underlying common stock to be
issued under the Plan.
PART I
Item 1. Plan Information.
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Plan.
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A copy of the 2000 Stock Option Plan (the "Plan") is attached hereto
and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
----------------------
Copies of the Plan, 10-KSB Annual Report of the Registrant for the
year ended March 31, 2000, all 10-QSB Quarterly Reports and any Current
Reports filed with the Securities and Exchange Commission (the "Commission")
during the past twelve months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to any
such participant or person purchasing any of the securities registered hereby
copies of all of such documentation. Requests should be directed to Sandip
Seth, President, at the address and telephone appearing on the Cover Page of
this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov in the Edgar Archives.
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the fiscal year
ended March 31, 2000, filed with the Commission on or
about June 28, 2000;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
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Leonard W. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns 98,993 shares of common stock of the Registrant;
has an option to acquire 50,000 shares under the Plan and this Registration
Statement; and is not deemed to be an affiliate of the Registrant or a person
associated with an affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
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Section 16-10a-902(1) of the Utah Revised Business
Corporation Act authorizes a Utah corporation to indemnify any director
against liability incurred in any proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from
indemnifying a director in a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or
in a proceeding in which the director was adjudged liable on the basis that
he or she improperly received a personal benefit. Otherwise, Section
16-10a-902(5) allows indemnification for reasonable expenses incurred in
connection with a proceeding by or in the right of a corporation.
Unless limited by the Articles of Incorporation, Section
16-10a-905 authorizes a director to apply for indemnification to the court
conducting the proceeding or another court of competent jurisdiction.
Section 16-10a-907(1) extends this right to officers of a corporation as
well.
Unless limited by the Articles of Incorporation, Section
16-10a-903 requires that a corporation indemnify a director who was
successful, on the merits or otherwise, in defending any proceeding to which
he or she was a party against reasonable expenses incurred in
connection therewith. Section 16-10a-907(1) extends this protection to
officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that he
or she has met the standard of conduct specified in Section 16-10a-902.
Unless limited by the Articles of Incorporation, Section 16- 10a-907(2)
extends this protection to officers, employees, fiduciaries and agents of a
corporation as well.
Regardless of whether a director, officer, employee, fiduciary or
agent has the right to indemnity under the Utah Revised Business Corporation
Act, Section 16-10a-908 allows the corporation to purchase and maintain
insurance on his or her behalf against liability resulting from his or her
corporate role.
Item 7. Exemption from Registration Claimed.
---------------------------------------------
None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Mantyla McReynolds
Certified Public Accountants
99.1 2000 Stock Option Plan
99.2 Form of Stock Option Agreement
99.3 Stock Options Grant Schedule
Item 9. Undertakings.
----------------------
The undersigned Registrant hereby undertakes:
(a) (1) 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 (the
"1933 Act");
(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 information set forth
in the Registration Statement; and
(iii) To include any additional or changed 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, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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
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.
(b) That for purposes of determining any liability under the 1933
Act, 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 8/8/00 By /s/ Sandip Seth
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Sandip Seth
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
Date: 8/8/00 By /s/ Sandip Seth
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Sandip Seth
President, COO and Director
Date: 8/8/00 By /s/ Peter A. Yollin
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Peter A. Yollin
CEO and Director
Date: 8/8/00 By /s/ Edgar Cayce III
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Edgar Cayce III
Vice President and Director
<PAGE>
Securities and Exchange Commission File No. 2-97869-D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CRAFTCLICK.COM, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Mantyla McReynolds
Certified Public Accountants
99.1 2000 Stock Option Plan
99.2 Form of Stock Option Agreement
99.3 Stock Options Grant Schedule
