UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Commission File Number 33-10236
BAYWOOD INTERNATIONAL, INC.
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(Exact Name of registrant as specified in charter)
Nevada 77-0125664
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
14950 N. 83rd Place, Suite 1
Scottsdale, Arizona 85260
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(Address of Principal Executive Office) (Zip Code)
Employee and Consultant Stock Compensation Plan
(Full Title of the Plan)
(602) 951-3956
(Registrant's Telephone Number, Including Area Code)
Jon A. Titus, Esq.,
TITUS, BRUECKNER & BERRY, P.C.
Scottsdale Centre, Suite B-252
7373 North Scottsdale Road
Scottsdale, Arizona 85253-3527
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(Name and Address of Agent for Service)
(COPIES TO)
Jon A. Titus, Esq.
TITUS, BRUECKNER & BERRY, P.C.
Scottsdale Centre, Suite B-252
7373 North Scottsdale Road
Scottsdale, Arizona 85253-3527
(602) 483-9600
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Title of Amount Proposed maximum Proposed maximum Amount of
Securities to to be offering price per aggregate offering registration
be registered registered share(1) price(1) fee
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Common Stock 800,000 $0.101 $80,000 $100.00
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Baywood International, Inc. (the "Registrant" or "Company") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
a. The Company's Registration Statement on Form S-8, filed with the
Commission on July 24, 1995, Commission File Number 33-94902;
b. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997;
c. The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 1998.
All reports and other documents filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act, as amended, after the date of this Registration Statement
and 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 this
Registration Statement and to be a part hereof.
ITEM 8. EXHIBITS
1. Opinion and Consent of Titus, Brueckner & Berry, P.C.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(iii) To include any 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.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
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The undersigned Registrant hereby undertakes 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.
(h) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 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 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.
<PAGE>
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, City of Scottsdale, State of Arizona, on the date set forth below.
BAYWOOD INTERNATIONAL, INC.
By /s/ Neil Reithinger
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Neil Reithinger, 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.
Signature and Title Date
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/s/ Neil Reithinger March 4, 1999
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Neil Reithinger
President, Chairman of the Board,
Director, and Chief Executive Officer
/s/ Karl Rullich March 4, 1999
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Karl Rullich
Senior Vice President and Director
/s/ Denise Forte-Pathroft March 4, 1999
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Dr. Denise Forte-Pathroft, Director
/s/ Michael Shapiro March 4, 1999
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Dr. Michael Shapiro, Director
/s/ David M. Franey March 4, 1999
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Dr. David M. Franey, Director
/s/ Glen Holt March 4, 1999
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Glen Holt, Director
[LETTERHEAD OF TITUS, BRUECKNER & BERRY, P.C.]
March 4, 1999
Baywood International, Inc.
14950 North 83rd Place
Suite 1
Scottsdale, Arizona 85260
Re: Registration of Shares on Amended Form S-8
Dear Sirs:
Our firm represents Baywood International, Inc., a Nevada corporation
(the "Company"), in connection with the Company's registration of eight hundred
thousand (800,000) shares of Common Stock, $.001 par value (the "Common Stock"),
to be issued by the Company from time to time pursuant to its Employee and
Consultant Stock Compensation Plan (the "Plan").
In this connection, we have examined originals or copies (certified or
otherwise) of such documents, corporate and other records, certificates and
other papers which we deemed necessary for the purpose of this opinion. Based on
such examination, it is our opinion that the shares of the Common Stock
registered under the Registration Statement on Form S-8 (the "Registration
Statement") will, when issued pursuant to the Plan, be legally issued, fully
paid and non-assessable.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original, the
conformity to the original of any document or instrument submitted to us as a
copy, and the genuineness of all signatures on such originals or copies. Our
opinion is subject to the qualification that no opinion is expressed as to the
application of any individual state's securities or Blue Sky laws.
This Opinion is furnished by us as counsel to you and is solely for
your benefit, to be used as an exhibit to the Registration Statement. Neither
this Opinion nor copies hereof may be otherwise relied upon by, delivered to, or
quoted in whole or in part to any governmental agency or other person without
our prior written consent.
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Baywood International, Inc.
March 2, 1999
Page 2
Subject to the above qualifications, we consent to the use of our
Opinion in connection with the above-referenced registration.
Very truly yours,
TITUS, BRUECKNER & BERRY, P.C.
/s/ Titus, Brueckner & Berry, P.C.
