ANTS SOFTWARE COM INC
S-8, 2000-09-27
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ANTs software.com
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                     Nevada
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        0-16299                                            13-3054685
------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)

801 Mahler Road, Suite G, Burlingame, CA                                94010
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(Address of Principal Executive Offices)                              (Zip Code)

                    ANTs software.com 2000 Stock Option Plan
--------------------------------------------------------------------------------
                              (Full Title of Plan)

   The Corporate Law Group, 500 Airport Blvd., Suite 120, Burlingame, CA 94010
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                     (Name and address of agent for service)

                                 (650) 227-8000
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee

================================================================================
Title Of           Amount          Proposed       Proposed         Amount of
Shares To Be       To Be           Maximum        Maximum          Registration
Registered         Registered (1)  Offering       Aggregate        Fee
                                   Price Per      Offering
                                   Share (3)      Price (2)
================================================================================

Common Stock       5,437,530       $6.5532        $35,633,382.5    $9,407.22
Par Value $.001

      (1)   Includes 2,000,000 shares of the Registrant's common stock, par
            value $.001 per share (the "Common Stock"), which may be offered
            pursuant to the ANTs software.com 2000 Stock Option Plan (the "2000
            Plan") and Warrants for up to 3,437,530 shares of Common Stock,
            previously issued to directors, officers, advisors, consultants and
            staff to the Company. In addition, Pursuant to Rule 416(c) under the
            Securities Act of 1933, as amended (the "Act") this registration
            statement

<PAGE>

            also covers an indeterminate amount of interests to be offered or
            sold pursuant to the employee benefit plan described herein.

      (2)   Estimated solely for the purpose of calculating the registration fee
            pursuant to Rule 457(h)(1), and computed on the basis of the
            exercise prices of Warrants for up to 3,437,530 shares of Common
            Stock, and the closing sale price of the Common Stock traded on the
            Over the Counter Bulletin Board, (the "OTCBB") on September 25 as
            posted on http://www.cnbc.com, which was $11.75 per share, for the
            2,000,000 shares of Common Stock under the 2000 Plan.

      (3)   Represents the proposed maximum aggregate offering price divided by
            the amount of shares to be registered.

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent to participants in the employee benefit plan as
specified in Rule 428(b)(1) and, in accordance with the instructions to Part I,
are not filed with the Securities and Exchange Commission (the "Commission") as
part of this Registration Statement.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

(a) The Registrant's 10-KSB, filed with the Commission on July 31, 2000, and the
Amendment number 1 thereto on Form 10-KSB/A filed with the Commission on August
10, 2000 are hereby incorporated by reference.

(b) The following documents filed by the Registrant, with the Commission are
hereby incorporated by reference:

Form           Name of Form                             Date Filed
----           ------------                             ----------
10QSB          Quarterly Report                           09/14/00
DEFR14A        Amendment no.2 to Proxy Statement          09/06/00
DEFR14A        Amendment no.1 to Proxy Statement          08/28/00
DEF14A         Proxy Statement                            08/17/00

(c) Description Of Securities.


                                       2
<PAGE>

      The Company is authorized to issue 20,000,000 Common Voting shares of a
par value of $.001 per share. Each shareholder is entitled to one vote for each
share held, and is entitled to dividends when and as declared by the board of
directors. On July 24, 2000 the number of common shares issued and outstanding
totaled 12,756,197. The Company has not paid and does not anticipate paying
dividends in the future on its common stock.

(d) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, 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 in the registration statement and to be part
hereof from the date of filing of such documents.

Item 4. Description Of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      Subsection 1 of Section 78.7502 of Chapter 78 of the Nevada General
Corporation Law (the "NGCL") states that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he 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 conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation and that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
his action was unlawful.

      Subsection 2 of Section 78.7502 of the NGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of


                                       3
<PAGE>

another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including amounts paid in settlement and attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. Except that no indemnification may be made in respect of any claim,
issue or matter as to which such person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which such action or suit was brought
or other court of competent jurisdiction determines upon application that, in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

      Subsection 3 of Section 78.7502 of the NGCL further provides that, to the
extent a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in subsection (1) and (2) of Section 78.7502, or in the
defense of any claim, issue or matter therein, the corporation shall indemnify
him against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense. Subsection 3 of Section 78.751
of the NGCL provides that the indemnification or advancement of expenses
authorized in or ordered by a court pursuant to Section 78.751 of the NGCL does
not exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the articles of incorporation or
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that the indemnification, unless
ordered pursuant to section 78.7502 or for the advancement of expenses made
pursuant to Subsection 2 of Section 78.751, may not be made to or on behalf of
any director or officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action. Subsection 3 of Section 78.751 of
the NGCL also provides that the indemnification or advancement of expenses
authorized in or ordered by a court pursuant to Section 78.751 of the NGCL
continues for directors, officers, employees or agents who have ceased to hold
such positions, and inures to the benefit of their heirs, executors and
administrators.

      Subsection 1 of Section 78.752 of the NGCL states that the corporation may
purchase and maintain insurance or make other financial arrangements on behalf
of a person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise for any liability asserted against him and
liability and expenses incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation has the authority to
indemnify him against such liabilities and expenses.

      The Registrant's bylaws provide that directors, officers and certain other
persons may be indemnified to the fullest extent authorized by Nevada law.
Subsection 1 of Section 78.751 of the NGCL provides that any discretionary
indemnification under Section 78.7502 of the NGCL, unless ordered by a court or
advanced pursuant to subsection (2) of Section 78.751 may be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The


                                       4
<PAGE>

determination must be made: (a) by the stockholders, (b) by the board of
directors by a majority vote of a quorum of the disinterested directors and (c)
by independent legal counsel in a written opinion if a majority vote of a quorum
of the disinterested directors so orders, or, if a quorum of disinterested
directors cannot be obtained.

Item 7. Exemption From Registration Claimed.

      Not applicable.

Item 8. Exhibits.

            3.1   Articles of the Corporation as listed in Exhibit 3.1 to the
                  Company's 10-KSB filed on July 31, 2000, are hereby
                  incorporated by reference.
            4     ANTs software.com 2000 Stock Option Plan as listed in Annex A
                  to the Company's DEFR14A filed on September 6, 2000, is hereby
                  incorporated by reference.
            5     Opinion re Legality.
            24.1  Letter of Consent from Farber & Hass, LLP.
            24.2  Letter of Consent from The Corporate Law Group (included in
                  Exhibit 5).
            24.3  Letter of Consent from Jaak Olesk, CPA.

Item 9.  Undertakings.

      (a)   The undersigned Registrant hereby undertakes:

      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 Act, each such
            post-effective amendment shall be deemed to be a new registration
            statement of the securities offered, and the offering of the
            securities at that time shall be deemed to be the initial bona fide
            offering.

      3.    To file a post-effective amendment to remove from registration any
            of the securities being registered which remain unsold at the end of
            the offering.


                                       5
<PAGE>

SIGNATURE

      Pursuant to the requirements of the Securities Act of 1933, as amended the
registrant certifies that it has reasonable grounds to believe that it meets all
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 Burlingame, State of California, on September 26,
2000.

                                       ANTS SOFTWARE.COM


                                       By: /s/ Frederick D. Pettit
                                           ------------------------------------
                                           Frederick D. Pettit
                                           Chairman, Chief Executive Officer and
                                           President

      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.


Dated: September 26, 2000                  By: /s/ Frederick D. Pettit
                                           ------------------------------------
                                           Frederick D. Pettit
                                           Chairman, Chief Executive Officer and
                                           President


Dated: September 26, 2000                  By: /s/ Miles Mochizuki
                                           ------------------------------------
                                           Miles Mochizuki
                                           Acting Chief Financial Officer and
                                           Secretary


                                           DIRECTORS


                                           By: /s/ Frederick D. Pettit
                                           -------------------------------------
                                           Frederick D. Pettit, Chairman of the
                                           Board of Directors

                                           Date September 26, 2000
                                                --------------------------------


                                       6
<PAGE>

                                           By: /s/ Alison B. Hicks
                                           -------------------------------------
                                             Alison B. Hicks, Director

                                           Date September 26, 2000
                                                --------------------------------


                                           By: /s/ Richard J. Lee
                                           -------------------------------------
                                             Richard J. Lee, Director

                                           Date September 26, 2000
                                                --------------------------------


                                           By: /s/ Clive G. Whittenbury
                                           -------------------------------------
                                             Clive G. Whittenbury, Director

                                           Date September 26, 2000
                                                --------------------------------


                                           By /s/ Dean Witter, III
                                           -------------------------------------
                                             Dean Witter, III, Director

                                           Date September 26, 2000
                                                --------------------------------


                                       7
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number            Description

3.1               Articles of the Corporation as listed in Exhibit 3.1 to the
                  Company's 10-KSB filed on July 31, 2000, is hereby
                  incorporated by reference.
4                 ANTs software.com 2000 Stock Option Plan as listed in Annex A
                  to the Company's DEFR14A filed on September 6, 2000, is hereby
                  incorporated by reference.
5                 Opinion re Legality.
24.1              Letter of Consent from Farber & Hass, LLP.
24.2              Letter of Consent from The Corporate Law Group (included in
                  Exhibit 5).
24.3              Letter of Consent from Jaak Olesk, CPA.


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