SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FORMULA FOOTWEAR, INC.
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(Exact Name of Registrant as Specified in its Charter)
Utah 33-0317292
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(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
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(Address of Principal Executive Offices)
(801) 262-8844
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1
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(Full Title of the Plan)
James P. Doolin
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
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(Name and Address of Agent for Service)
(801) 262-8844
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit Offering Price Fee
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$0.001 par
value common
voting stock 50,000 $0.01 $500 $0.14
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<PAGE>
PART I
Item 1. Plan Information.
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Plan.
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A copy of the Consultant Compensation Agreement No. 1 (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.
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Copies of the Plan, 10-KSB Annual Report of the Registrant for the fiscal
year ended March 31, 2000, all 10-QSB Quarterly Reports, any Current Reports
and/or proxy or information statements 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 James P. Doolin,
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.
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 calendar year ended
March 31, 2000, filed with the Commission on or about August 7,
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 (50,000,000 shares
authorized). The Registrant has no other class of securities.
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, as fixed by
the Board of Directors of the Registrant.
<PAGE>
Item 5. Interest of Named Experts and Counsel.
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Branden T. 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 no shares of common stock of the Registrant 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.
<PAGE>
Item 7. Exemption from Registration Claimed.
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None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of HJ & Associates,
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages
Participant Response Letters
Participant Letter
Item 9. Undertakings.
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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.
<PAGE>
(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.
(c) 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.
<PAGE>
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: 12/4/00 By /S/ JAMES DOOLIN
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James P. Doolin, 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: 12/4/00 By /S/ JAMES DOOLIN
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James P. Doolin, President and Director
Date: 12/5/00 By /S/ JASON JENSON
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Jason Jenson, Vice President and
Director
Date: 12/5/00 By /S/ HAROLD JENSON
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Harold T. Jenson, Secretary and
Director
<PAGE>
Securities and Exchange Commission File No. 002-98748-D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FORMULA FOOTWEAR, INC.
EXHIBIT INDEX
Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of HJ & Associates,
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages
Participant Response Letters
Participant Letter
