<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JUSTWEBIT.COM, INC.
Exact name of registrant as specified in its charter)
NEVADA 22-2774460
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
201 SOUTH MAIN STREET, SUITE 900
SALT LAKE CITY, UTAH 84111
(Address of Principal Executive Office) (Zip Code)
1999 EQUITY INCENTIVE PLAN
(full title of the plan)
JON R. MARPLE
PRESIDENT
JUSTWEBIT.COM, INC.
201 SOUTH MAIN STREET, SUITE 900
SALT LAKE CITY, UTAH 84111
(Name and address of agent for service)
(801) 595-0104
(Telephone number, including area code, of agent for service)
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- --------------------------------------- ------------------ --------------------- -------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value.......... 1,000,000 $2.25 $2,250,000.00 $626.00
======================================= ================== ===================== ==================== ================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h), based on the closing price of the
Company's Common Stock on a date within five business days.
Exhibit index is located at sequentially paginated page number 5.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of JustWebit.com, Inc., a Nevada corporation
(formerly "Superior Wireless Communications, Inc.," the "Company"), previously
filed with the Commission are incorporated herein by reference:
1. Annual Report on Form 10-KSB for the year ended December 31,
1998 (the "Annual Report").
2. Quarterly Report on Form 10-QSB for the three-month period
ended March 31, 1999 (the "Quarterly Report.")
3. Definitive Information Statement on Form 14-C filed with the
Securities and Exchange Commission on July 22, 1999.
4. The description of the Registrant's Common Stock contained in
the Registration Statement on Form 10-SB filed by the
Registrant to register the Common Stock under the Exchange
Act, including all amendments and reports filed for the
purpose of updating such description prior to the termination
of the offering of the Common Stock offered hereby.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act") prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into the prospectus and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock of the Company, $.001 per value (the "Common Stock"),
is registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following summary of the circumstances in which directors and
officers are entitled to indemnification is qualified in its entirety by
reference to the Company's Bylaws and to the below-described statutory
provisions. The Company's Bylaws provide for indemnification of the Company's
directors and officers to the fullest extent permitted under Nevada law.
Sections 78.751 et seq. of the Nevada Revised Statutes allow a company to
indemnify its officers, directors, employees, and agents from any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the
officer, director, employee, or agent acted in good faith and in a manner which
such person believed to be in the best interests of the company. A determination
may be made by the shareholders, by a majority of the directors who were not
parties to the action, suit, or proceeding confirmed by opinion of independent
legal counsel; or by opinion of independent legal counsel in the event a quorum
of directors who were not a party to such action, suit, or proceeding does not
exist.
3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index appearing at sequentially numbered page 5.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To 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) That, 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) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange 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.
(e) 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 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are 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.
(h) That 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 such 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 Securities Act and will be governed by
the final adjudication of such issue.
4
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO
- ------ ----------- -------
4.1 1999 Equity Incentive Plan of JustWebit.com, Inc.,
adopted as of May 1, 1999. *
5.1 Opinion of Pillsbury Madison & Sutro LLP. ** 7
23.1 Consent of Smith & Company, a Professional Corporation
of Certified Public Accountants. ** 8
23.2 Consent of Pillsbury Madison & Sutro LLP. ** 7
(included in Exhibit 5.1).
24.1 Power of Attorney (included on the Signature Page). ** 6
- ----------
* Previously filed as Exhibit B to the Company's Information Statement on Form
DEF 14-c, which was filed with the Securities and Exchange Commission on
July 27, 1999.
** Filed herewith.
5
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Colorado Springs, State of Colorado,
on September 30, 1999.
JustWebit.com, INC.
By: /S/ JON R. MARPLE
-------------------------------------
Jon R. Marple, President and Chairman
of the Board
POWER OF ATTORNEY
We, the undersigned directors of JustWebit.com, Inc., do hereby
constitute and appoint Jon R. Marple, our true and lawful attorney and agent, to
do any and all acts and things in our name and behalf in our capacities as
directors and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorney and agent may deem necessary or
advisable to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules, regulations, and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) hereof; and we do hereby ratify and
confirm all that the said attorney and agent shall do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/S/ JON R. MARPLE President and Chairman of September 30, 1999
- --------------------------------------- the Board
Jon R. Marple
/S/ BROOKS M. FREEMAN Director September 30, 1999
- ---------------------------------------
Brooks M. Freeman
/S/ CHARLES BARTELL Director September 30, 1999
- ---------------------------------------
Charles Bartell
</TABLE>
6
EXHIBIT 5.1
[Pillsbury
Madison & Attorneys At Law
Sutro LLP 650 Town Center Drive
Logo Here] 7th Floor
Costa Mesa, CA 92626-7122
Telephone: (714) 436-6800 Fax: (714) 436-2800
http://pillsburylaw.com
September 30, 1999
JustWebit.com, Inc.
201 South Main Street, Suite 900
Salt Lake City, Utah 84111
Attention: Jon R. Marple
Re: Registration Statement on Form S-8
Dear Mr. Marple:
With reference to the Registration Statement on Form S-8 to be filed by
JustWebit.com, Inc., a Nevada corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to 1,000,000 shares of the Company's Common Stock which may be issuable pursuant
to the JustWebit.com, Inc. 1999 Equity Incentive Plan (the "Plan"), it is our
opinion that such shares of the Common Stock of the Company, when issued and
sold in accordance with the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement
Very truly yours,
/s/ Pillsbury, Madison & Sutro LLP
-----------------------------------
PILLSBURY MADISON & SUTRO LLP
Los Angeles New York Sacramento San Diego San Francisco Silicon Valley
Washington, D.C. Tokyo
7
EXHIBIT 23.1
Smith
&
Company
A Professional Corporation of Certified Public Accountants
September 30, 1999
Board of Directors
JustWebit.com, Inc.
Salt Lake City, Utah
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants for JustWebit.com, Inc., we hereby consent to
the use of our report included in the annual report of such Company on Form
10-KSB for the year ended December 31, 1998 and dated August 23, 1999, as an
exhibit to the Company's S-8 Registration Statement dated September 30, 1999.
Smith & Company
----------------------------
Certified Public Accountants
10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants o
Utah Association of Certified Public Accountants
8
