As filed with the Securities and Exchange Commission on Dec. 12th, 2000
Commission File No.0-18049
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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E*twoMEDIA.com
(formerly known as Nerox Energy Corporation)
(Exact name of registrant specified in Charter)
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Nevada 91-1317131
(State of Incorporation) (IRS Employer Identification No.)
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E*twoMEDIA.com
67 Brompton Road
London, SW3 1DB
(Address of Principal Executive Offices) (Zip Code)
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E*twoMEDIA.com Stock Incentive Plan
(Full Title of the Plan)
Daniels Jefferies
President
E*twoMEDIA.com
67 Brompton Road
London, SW3 1DB
207-225-3300
Laughlin Associates, Inc
2533 North Carson Street
Carson City, Nevada 89700
800-648-0966
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
Calculation of Registration Fee
<TABLE>
<CAPTION>
================================================== =================== ================ =================== ================
Title of securities to be registered Amount to be Proposed Proposed maximum Amount of
registered (1) maximum aggregate registration
offering price offering price fee
per share
-------------------------------------------------- ------------------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Stock Incentive Plan 5,000,000 shares $.01 $50,000 $13.20
Common Stock, par value $.001 per share
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Total Registration Fees $13.20
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</TABLE>
(1) For purposes of this computation, the Proposed Maximum Offering Price Per
Share has been estimated in accordance with Rule 457(h) under the
Securities Act of 1933 as to 5,000,000 shares of common stock authorized
for issuance pursuant to the Stock Incentive Plan, solely for the purpose
of calculating the registration fee.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Quarterly Report on Form 10-QSB as filed with the
Securities and Exchange Commission on November 14, 2000
(b) The Registrant's Annual Report on Form 10-KSB, as filed with the
Securities and Exchange Commission on
May 24th, 2000
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
filing of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all such
securities remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
The description of the common stock of the Registrant contained in the
Registrant's registration statement on Form 8-A, as filed August 1st, 2000 is
superceded by the following description and is further qualified in its entirety
by this reference to the Amended and Restated Certificate of Incorporation of
the Registrant which is attached hereto. The Registrant has 750,000,000 shares
of common stock, par value $.001 per share, authorized pursuant to its Amended
and Restated Certificate of Incorporation. Common stock is entitled to one vote
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per share on all matters on which stockholders are entitled to vote. Common
stock does not have cumulative voting rights or other preemptive or subscription
rights, and is not redeemable by the Registrant. Holders of shares of common
stock are entitled to any dividends as may be declared by the Board of Directors
out of legally available funds. Upon liquidation, dissolution or winding-up of
the Registrant, after required payments to creditors, the assets of the
Registrant will be divided pro rata on a per share basis among the holders of
the common stock. The Board of Directors has the authority, without further
action by the stockholders, to issue up to 200,000 shares of preferred stock, no
par value, in one or more series, and to fix the rights, designations,
preferences, privileges, qualifications and restrictions of the preferred stock,
including dividend rights, conversion rights, voting rights, rights and terms of
redemption, liquidation preferences and sinking fund terms, any or all of which
may be greater than the rights of the common stock. No shares of preferred stock
are currently outstanding. The issuance of preferred stock could adversely
affect the voting power of holders of common stock and the likelihood that such
holders will receive dividend payments and payments upon liquidation. Such
issuance could have the effect of decreasing the market price of the common
stock. The issuance of preferred stock may have the effect of delaying,
deterring or preventing a change in control of the Registrant without any
further action by the stockholders. The Registrant has no present plans to issue
any shares of preferred stock
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation and Bylaws provide that
officers and directors who are made a party to or are threatened to be made a
party to or is otherwise involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was an officer or a director of the Registrant or is or
was serving at the request of the Registrant as a director or an officer of
another corporation or of a partnership, joint venture, trust, or other
enterprise, including service with respect to an employee benefit plan (an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the Nevada General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Registrant to
provide broader indemnification rights than permitted prior thereto), against
all expense, liabilities, charges and losses (including, without limitation,
attorneys' fees, judgments, fines, excise taxes or penalties, and amounts paid
or to be paid in settlement) incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue with respect to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that the Registrant shall indemnify any such indemnitee in connection
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with a proceeding initiated by such indemnitee only if such proceeding was
authorized by the Board of Directors. The right to indemnification includes the
right to be paid by the Registrant for expenses incurred in defending any such
proceeding in advance of its final disposition. Officers and directors are not
entitled to indemnification if such persons did not meet the applicable standard
of conduct set forth in the Nevada General Corporation Law for officers and
directors.
The Nevada General Corporation Law provides, among other things, that
the Registrant 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 (other than an action by or in the right of the Registrant) by reason
of the fact that the person is or was a director, officer, agent or employee of
the Registrant or is or was serving at the Registrant's request as a director,
officer, agent, or employee 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 the person in connection with such action, suit or proceeding. The power to
indemnify applies if such person is successful on the merits or otherwise in
defense of any action, suit or proceeding, or if such person acted in good faith
and in a manner he reasonably believed to be in the best interest, or not
opposed to the best interest, of the Registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The power to indemnify applies to actions brought by or in the
right of the Registrant as well, but only to the extent of defense expenses
(including attorneys' fees but excluding amounts paid in settlement) actually
and reasonably incurred and not to any satisfaction of a judgment or settlement
of the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant, unless the court
believes that in light of all the circumstances indemnification should apply.
The indemnification provisions contained in the Registrant's
Certificate of Incorporation and Bylaws are not exclusive of any other rights to
which a person may be entitled by law, agreement, vote of stockholders or
disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
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Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8, or Form
F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the SEC by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
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(b) 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), 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.
[Signatures on Following Page]
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<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, in London, England, on December 8th, 2000.
.
By: /s/ Daniel Jeferies
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Name: Daniel Jefferies
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
/s/ Daniel Jefferies President, Treasuer and Director Dec. 08th, 2000
---------------------- (Principal Executive and Principal
Daniel Jefferies Financial Officer)
/s/ Daniel Jefferies Director Dec, 08th, 2000
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Daniel Jefferies
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EXHIBIT INDEX
3.1 By-laws
5.1 Opinion of Marc Palazzo, Esq.
10.1 E*twoMEDIA.com Stock Incentive Plan.
23.1 Consent of Nelson, Mayoka & Co., P.C.
23.2 Consent of Marc Palazzo (contained in Exhibit 5.1).
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