UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VIRTUALSELLERS.COM, INC.
------------------------
(Exact name of registrant as specified in its charter)
CANADA 911353658
------ ---------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Suite 1000, 120 North LaSalle Street, Chicago, Illinois 60602
-------------------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
VIRTUALSELLERS.COM, INC. 2000 STOCK OPTION PLAN
-----------------------------------------------
(Full title of the plan)
DENNIS SINCLAIR
VIRTUALSELLERS.COM, INC.
SUITE 1000, 120 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(Name and address of agent for service)
(312) 920-9999
--------------
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
VIRGIL Z. HLUS
CLARK, WILSON, BARRISTERS AND SOLICITORS
#800 - 885 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA, CANADA, V6C 3H1
TELEPHONE: (604) 687-5700
---------------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities to Amount to be Maximum Offering Maximum Aggregate Amount of
be Registered Registered Price Per Share Offering Price Registration Fee
------------------------------- ---------------- ----------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock, with. . . . . . . A maximum of
par value $0.001. . . . . . . . 5,000,000 shares(2) 1.9375(1) 9,687,500(1) $ 2,557.50(1)
------------------------------- ---------------- ----------------- ------------------ ------------------
<FN>
(1) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee, based on the average of the bid and
asked price ($1.9062 bid; $1.9688 ask) of the common stock as reported on the National Association of
Securities Dealers Inc.'s Over the Counter Bulletin Board on July 7, 2000.
(2) The 2000 Stock Option Plan (the "2000 Plan") authorizes the issuance of a maximum of 5,000,000
common shares all of which are being registered hereunder. There are also registered, pursuant to Rule 415,
such additional indeterminate number of shares as may be issued as a result of the anti-dilution provision
of the 2000 Plan.
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
In accordance with the rules and regulations of the Securities and Exchange
Commission, the documents containing the information called for in Part I of
Form S-8 will be sent or given to individuals who participate in
Virtualsellers.com, Inc's (the "Company") 2000 Stock Option Plan, effective
January 24, 2000 (the "2000 Plan") and who consent to and execute the Company's
stock option agreement (the "Agreement"), which information is attached as an
Exhibit to this Form S-8 (Exhibits 4.1 and 4.2 respectively).
This Registration Statement relates to the offering of a maximum of 5,000,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
2000 Plan.
ITEM 2. COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in Section 10(a) Prospectus) and other documents
required to be delivered to the Employees and/or Consultants pursuant to Rule
428(b) are available without charge by contacting:
Virtualsellers.com, Inc.
Suite 1000, 120 North LaSalle Street
Chicago, Illinois 60602
Attention: The President
(Telephone: (312) 920-9999)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company are incorporated herein by
reference:
1. The description of the Company's shares contained in the Registration
Statement on Form 20-F (SEC document number 91-211193), filed with the
Securities and Exchange Commission on January 14, 1991 (copies of which are
available through commercial document retrieval services, such as Primark, whose
telephone number is 1-800-777-3272), including all amendments and reports for
the purpose of updating such description; and
2. The Company's Form 10-K Annual Report filed on June 14, 2000.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement 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 document that is also
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.
You may read and copy any reports, statements of other information were filed at
the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Rooms. The Company's filings are also available to the public
from commercial document retrieval services, such as Primark, whose telephone
number is 1-800-777-3272.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 124 of the Canada Business Corporations Act (the "CBCA") provides as
follows with respect to the indemnification of directors and officers:
(1) Except in respect of an action by or on behalf of the corporation or
body corporate to procure a judgment in its favour, a corporation may indemnify
a director or officer of the corporation, a former director or officer of the
corporation or a person who acts or acted at the corporation's request as a
director or officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of such corporation or body
corporate, if:
(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and
<PAGE>
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.
(2) A corporation may with the approval of a court indemnify a person
referred to in subsection (1) in respect of an action by or on behalf of the
corporation or body corporate to procure a judgment in its favour, to which he
is made a party by reason of being or having been a director or an officer of
the corporation or body corporate, against all costs, charges and expenses
reasonably incurred by him in connection with such action if he fulfils the
conditions set out in paragraphs (1)(a) and (b).
(3) Notwithstanding anything in this section, a person referred to in
subsection (1) is entitled to indemnity from the corporation in respect of all
costs, charges and expenses reasonably incurred by him in connection with the
defence of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
the corporation or body corporate, if the person seeking indemnity:
(a) was substantially successful on the merits in his defence of the
action or proceeding; and
(b) fulfils the conditions set out in paragraphs (1)(a) and (b).
(4) A corporation may purchase and maintain insurance for the benefit of any
person referred to in subsection (1) against any liability incurred by him:
(a) in his capacity as a director or officer of the corporation, except
where the liability relates to his failure to act honestly and in good faith
with a view to the best interests of the corporation; or
(b) in his capacity as a director or officer of another body corporate
where he acts or acted in that capacity at the corporation's request, except
where the liability relates to his failure to act honestly and in good faith
with a view to the best interests of the body corporate.
(5) A corporation or a person referred to in subsection (1) may apply to a
court for an order approving an indemnity under this section and the court may
so order and make any further order it thinks fit.
(6) An applicant under subsection (5) shall give the Director notice of the
application and the Director is entitled to appear and be heard in person or by
counsel.
(7) On an application under subsection (5), the court may order notice to be
given to any interested person and such person is entitled to appear and be
heard in person or by counsel.
The Company's By-Laws
Section 8.01 of Part VIII of the by-laws of the Company contain provisions to
limit the liability of directors and officers for the acts, receipts, neglects
or defaults of other directors, officers or employees, or for joining in any
receipt or other act for conformity, or for any loss, damage or expense
happening to the Company through the insufficiency or deficiency of title of any
property acquired for or on behalf of the Company, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Company
shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious acts of any person with whom any of the moneys,
securities or effects of the Company shall be deposited, or for any loss
occasioned by an error or judgment or oversight on the part of any officer or
director, or for any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of such directors of officers or in
relation thereto; provided that nothing herein shall relieve any director or
officer from the duty to act in accordance with the CBCA or from liability for
any breach thereof.
Section 8.02 of Part VIII of the by-laws of the Company contain provisions
entitling the Company's directors and officers to indemnification from all
costs, charges, expenses, including any amount paid to settle an action or
satisfy
<PAGE>
a judgment reasonably incurred by such officer or director with respect to any
civil, criminal or administrative action or proceeding to which such officer or
director is made a party by reason of being or having been an officer or
director of the Company, provided that:(a) such director or officer acted
honestly and in good faith with a view to the best interests of the Company;
and(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, such director or officer had reasonable grounds
for believing that his/her conduct was lawful. The Company has also agreed to
indemnify such officers and directors in other circumstances as the CBCA permits
or requires. In addition, the by-laws of the Company allow for insurance for
the benefit of officers and directors of the Company against such liabilities
and in such amounts as the Board may determine. Such provisions do not
eliminate the personal liability of the Company's directors and officers for
monetary damages as a result of a breach of fiduciary duty or for any actions or
omissions which were not done in good faith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Virtualsellers.com, Inc. 2000 Stock Option Plan, as amended
4.2 Form of Stock Option Agreement
5 Opinion of Clark, Wilson
23.1 Consents Clark, Wilson (included in Exhibit 5)
23.2 Consent of Independent Auditor (KPMG LLP)
24 Power of Attorney (included in signature page)
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(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, as amended (the "Securities Act").
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post- effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to
<PAGE>
the securities offered therein, and the offering of such securities at the 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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in this 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 the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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 the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Vancouver, in the Province of British Columbia, on
the 12th day of July, 2000.
(Registrant) Virtualsellers.com, Inc.
By (Signature and Title) /s/ Dennis Sinclair
Dennis Sinclair,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Dennis Sinclair his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
(Signature) /s/ Dennis Sinclair
Dennis Sinclair
(Title) President and Chief Executive Officer (principal executive
officer)/Director
(Date) June 29, 2000
(Signature) /s/ Mel Baillie
Mel Baillie
(Title) Director
(Date) July 12, 2000
(Signature) /s/ Greg Burnett
Greg Burnett
(Title) Director
(Date) June 29, 2000
(Signature) /s/ Grayson Hand
Grayson Hand
(Title) Director
(Date) July 4, 2000
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, in the State of
Illinois, on the 29th day of June, 2000.
(Plan) Virtualsellers.com, Inc. 2000 Stock Option Plan
By (Signature and Title) /s Dennis Sinclair
Dennis Sinclair,
President and Chief Executive Officer
