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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Biozhem Cosmeceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Texas
(State or Other Jurisdiction of Incorporation or Organization)
76-0118305
(I.R.S. Employer Identification No.)
32238 Paseo Adelanto, Suite A, San Juan Capistrano, California 92675
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(Address of Principal Executive Offices) (Zip Code)
Consulting Agreement with International Media Solutions, Inc., as Amended
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(Full Title of the Plan)
Gayle Walker, Chief Executive Officer
(Name and Address of Agent For Service)
(949) 488-2184
(Telephone Number, Including Area Code, of Agent For Service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
========================= ==================== ===================== ====================== =====================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
------------------------- -------------------- --------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 per share 150,000 $0.50 $75,000 $20
par value shares
("Common Stock")
========================= ==================== ===================== ====================== =====================
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(1) Represents the maximum number of shares which may be issued pursuant to the
above plan.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457, based on the market price on October 10, 2000.
TOTAL PAGES SEQUENTIALLY NUMBERED: 5
EXHIBITS LISTED AT SEQUENTIALLY NUMBERED PAGE 3
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, documents containing the information specified in Part I of Form S-8
will be distributed to persons who receive shares of Common Stock pursuant to
the Plan. Such disclosure documents collectively constitute a Section 10(a)
prospectus and are incorporated by reference in this Registration Statement, but
are not being filed with the Commission either as part of this Registration
Statement or as a prospectus or prospectus supplement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by
Biozhem Cosmeceuticals, Inc. (the "Company"), are incorporated herein by
reference and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended
September 30, 1999.
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended December 31, 1999.
(c) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2000.
(d) The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2000.
(e) The description of the Common Stock of the Company contained
in its registration statement on Form 8-A, Commission File No.
1-9206.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date
hereof and 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 herein and
to be part hereof from the date of the filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this Item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No response is required to this Item.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act contains detailed
provisions for indemnification of directors and officers of Texas corporations
against any judgments, penalties, fines, settlements and reasonable expenses
which may be incurred in connection with any threatened, pending or completed
proceeding in which the director or officer is a named defendant or respondent.
The Company's Bylaws, as amended and restated, require the Company to indemnify
and advance expenses to the Company's directors and officers to the maximum
extent allowed by the Texas Business Corporation Act.
The Articles of Incorporation of the Company, as amended and restated
(the "Articles"), expressly provide that no director of the Company shall be
personally liable to the Company or its shareholders for monetary damage for an
act or omission in the director's capacity as a director, except to the extent
otherwise expressly provided for by a statute of the State of Texas.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response is required to this Item.
ITEM 8. EXHIBITS.
4 Consulting Agreement dated November 16, 1998 between Biozhem
Cosmeceuticals, Inc. and International Media Solutions, Inc.,
as amended by that certain Amendment to Consulting Agreement
dated October 20, 2000.
5 Opinion of Counsel
15 Letter regarding unaudited interim financial information
23.1 Consent of Corbin & Wertz, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5)
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ITEM 9. UNDERTAKINGS.
(a) The undersigned small business issuer will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this
registration statement to:
(iii) include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act,
treat each post-effective amendment as a new
registration statement of the securities offered, and
the offering of the securities at that time to be the
initial BONA FIDE offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the
small business issuer 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, the small business issuer 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 by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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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 San Juan Capistrano, State of California, on this
20th day of October, 2000.
BIOZHEM COSMECEUTICALS, INC.
By: GAYLE WALKER
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(Gayle Walker,
Chief Executive Officer)
Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
GAYLE WALKER Chief Executive Officer October 20, 2000
---------------------- (Principal executive officer)
(Gayle Walker)
KIP YOTTER Chief Financial Officer October 20, 2000
---------------------- (Principal financial
(Kip Yotter) and accounting officer)
JOHN C. RIEMANN Director and October 20, 2000
---------------------- Chairman of the Board
(John C. Riemann)
STAN R. WYLIE Director October 20, 2000
----------------------
(Stan R. Wylie)
ALAN GOLDSBERRY Director October 20, 2000
----------------------
(Alan Goldsberry)
