<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
RAMOIL MANAGEMENT LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-2031531
(State or Other Jurisdiction Employer (I.R.S. Employer Identification Number)
of Incorporation or Organization)
2424 North Federal Highway, Suite 350
Boca Raton, Florida 33431
(Address of Principal Executive Offices)
COMPENSATION AGREEMENT OF SHROPSHIRE OFFSHORE CONSULTING, LTD.
(FULL TITLE OF PLAN)
-----------------
Radoljub Radulovic, CEO
2424 North Federal Highway, Suite 350
Boca Raton, Florida 33431
561-338-5611
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Title of Securities Amount being Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Price (2) Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 270,000 $15.00 $ 4,050,000.00 $ 1069.20
Par value
$.0001 per share
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder will be
adjusted in the event of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, on the basis of the value as determined
by the Company's Board of Directors on February 28, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
RAMOIL MANAGEMENT, LTD.
270,000 SHARES OF COMMON STOCK, $.0001 PAR VALUE
ISSUED PURSUANT TO A CONSULTING AGREEMENT
This Prospectus is a part of a registration statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, by Ramoil
Management, Ltd. (the "Company" or the "Registrant"). This Prospectus does not
contain all the information set forth in the Registration Statement, including
the exhibits filed as part thereof and otherwise incorporated therein to which
reference is
<PAGE>
hereby made. Copies of the Registration Statement and the exhibits may be
inspected at the offices of the Commission, and may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 upon payment of the prescribed fees.
The compensation agreement, together with the information contained in
Items 1 and 2 of Part I hereof and the documents incorporated by reference in
Item 3 of Part II of the Registration Statement, taken together, are intended to
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended, and Rule 428 of the General Rules and
Regulations of the Commission thereunder.
The Company's Common Stock is listed for trading on the NASD Bulletin
Board under the symbol "RAMO". Currently, there is very limited public market
for the Securities.
ITEM 1. PLAN INFORMATION
The 270,000 shares of the Company's common stock, $.0001 par value per
share, to which this Registration Statement relates are being issued pursuant to
a consulting agreement (the "Agreement") with SHROPSHIRE OFFSHORE CONSULTING,
LTD. (the "Consultant") for services rendered for the Company by the Consultant.
The Agreement is filed as part of this Registration Statement as an exhibit.
The common stock registered hereby (the "Common Stock") is not subject to
any provisions of the Employee Retirement Income Security Act of 1974. The
Common Stock is treasury stock, and no shares thereof will be purchased in the
open market by the Registrant. There are no restrictions imposed upon the
Employees in the resale of the Common Stock within the United States except
those imposed by Federal or state securities laws and regulations. The receipt
of the Common Stock may be considered income and may give rise to Federal and
state income taxation for the Employee, who is advised to consult with an
advisor concerning taxation arising from receipt of the Common Stock. The
Registrant anticipates that it will have a corresponding deduction for income
tax purposes as compensation paid to the Employee.
Any person to whom the securities will be issued under this Registration
Statement may receive additional information concerning the Company, the
Agreement, this Registration Statement or other information, without charge,
upon written or oral request made to Ramoil Management, Ltd., 2424 North Federal
Highway, Suite 350, Boca Raton, Florida 33431, and its telephone number is
561-338-5611.
<PAGE>
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference as specified in
Item 3 of Part II of the Registration Statement of which this Prospectus forms a
part exclusive of exhibits thereto unless such exhibits are specifically
incorporated by reference into the information that has been incorporated into
this Prospectus and any other documents required to be delivered pursuant to
Rule 428(b) of the General Rules and Regulations of the Commission. Requests for
any of the foregoing should be directed to Radoljub Radulovic, CEO, Ramoil
Management Ltd., 2424 North Federal Highway, Suite 350, Boca Raton, Florida
33431 and its telephone number is 561-338-5611.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations in connection with the offering described herein other than
those contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the issuer
or any other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the shares of Common
Stock to which it relates, or any offer of such shares of Common Stock to any
person in any jurisdiction in which such offer is unlawful. The delivery of this
Prospectus at any time does not imply that the information contained herein is
correct as of any time subsequent to such date.
The date of this Prospectus is March 9, 2000.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and any and all amendments thereto filed by Ramoil
Management, Ltd. (the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference:
<PAGE>
1. Any document filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") through and subsequent to the date hereof and prior to the
termination of the offering of the securities subject hereto.
ITEM 4. DESCRIPTION OF SECURITIES
Under the Company's Certificate of Incorporation, the authorized capital
stock of the Company consists of 200,000,000 shares. As of the date of this
Prospectus, the Company had 5,571,332 shares of Common Stock outstanding and no
shares of Preferred Stock.
The following summary description of the securities of the Company is
qualified in its entirety by reference to the Certificate of Incorporation,
filed as an exhibit hereto.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share with
respect to all matters required by law to be submitted to stockholders of the
Company. The holders of Common Stock have the sole right to vote, except as
otherwise provided by law or by the Company's Certificate of Incorporation,
including provisions governing any Preferred Stock. The Common Stock does not
have any cumulative voting, preemptive, subscription or conversion rights.
Election of directors and other general shareholder action requires the
affirmative vote of a majority of shares represented at a meeting in which a
quorum is represented. The outstanding shares of Common Stock are, and the
shares of Common Stock offered hereby will be, validly issued, fully paid and
non-assessable.
The holders of Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors out of funds legally available therefor.
In the event of liquidation, dissolution or winding up of the affairs of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment or provision for all
liabilities.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated in Delaware. Under Section 145 of the
<PAGE>
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. The Certificate of
Incorporation and the By-laws of the Company provide for indemnification of
directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation contains such a provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
5.1 Opinion of Moneesh K. Bakshi, Esq.
10.1 Ramoil Management, Ltd. Compensation Agreement with Consultant
23.1 Consent of Brian Donahue, C.P.A.
23.2 Consent of Moneesh K. Bakshi, Esq. (contained in Exhibit 5.1)
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
<PAGE>
(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 the 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; and
iii. To include any additional or changed material information with
respect to the plan of distribution.
(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) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 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
<PAGE>
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
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 authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boca Raton, State of Florida, on the 28th day of February, 2000.
RAMOIL MANAGEMENT, LTD.
By /s/ Radoljub Radulovic
--------------------------------------
Radoljub Radulovic, Chief Executive Officer,
Chief Financial Officer
By /s/ Alexander Taflevich
--------------------------------------
Alexander Taflevich, 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 dates indicated:
SIGNATURE TITLE DATE
Radoljub Radulovic Director February 28, 2000
Alexander Taflevich Director February 28, 2000
William Brown Director February 28, 2000
Zarko Radulovic Director February 28, 2000
<PAGE>
EXHIBIT 5.1
[MONEESH K. BAKSHI LETTERHEAD]
March 2, 2000
Board of Directors
2424 North Federal Highway, Suite 350
Boca Raton, Florida 33431
Gentlemen:
This opinion letter is submitted to you in conformance with Item 601 of
Regulation S-B of the Securities and Exchange Commission with respect to the
registration on Form S-8 (the "Registration Statement") by Ramoil Management,
Ltd., a Delaware corporation, ("the Company") of 270,000 shares of Common Stock,
$.0001 par value per share ("the Shares"), to be issued to SHROPSHIRE OFFSHORE
CONSULTING, LTD.
We have examined the original, certified, conformed, photostatic,
electronic, facsimile or other forms of such corporate records, resolutions,
certificates, authorizations or other documents as we have considered relevant
to our opinion. In all such examinations, we have assumed the genuineness of all
signatures on original documents and the conformity to originals and certified
documents of all copies submitted to us as conformed, photostatic, electronic or
facsimile copies. In reviewing corporate records and other documents, we have
assumed the accuracy of those records and documents. We have consulted with such
officers, directors, employees, and advisors of the Company in regard to
questions of material fact as we have considered relevant to our opinion, and
have relied upon the accuracy and completeness of the statements and
representations of such persons. We have examined such laws, statutes, judicial
or administrative decrees, interpretations and opinions, and such other sources
as we have considered material to the legal issues relevant to our opinion.
Based upon and in reliance on the foregoing, we are of the opinion that
the Shares have been duly authorized for issue and that the Shares, when issued
as authorized by the Board of Directors of the Company, will be duly authorized
and
<PAGE>
validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion letter in the
Registration Statement to be filed with the Securities and Exchange Commission.
Respectfully,
By /s/ Moneesh K. Bakshi
-----------------------------
Moneesh K. Bakshi, Esq.
<PAGE>
EXHIBIT 10.1
[RAMOIL MANAGEMENT, LTD. LETTERHEAD]
February 29, 2000
SHROPSHIRE OFFSHORE CONSULTING, LTD.
23 Main Street
Charlestown, Nevis
WEST INDIES
Re: S-8 Issuance
Dear Sirs:
Ramoil Management, Ltd. acknowledges that SHROPSHIRE OFFSHORE CONSULTING, LTD.
has provided consulting services to Ramoil and in consideration for said
services, Ramoil will agree to pay SHROPSHIRE OFFSHORE CONSULTING, LTD. 270,000
shares of common stock of the Company through an S-8 Registration Statement.
Very truly yours,
RAMOIL MANAGEMENT, LTD.
By /s/ Radoljub Radulovic
Radoljub Radulovic, CEO
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in this Form S-8 registration
statement of our report, dated September 30, 1999, on the financial statements
of Ramoil Management, Ltd., and to reference to our firm under the caption
"experts" in the prospectus.
Chatham, New Jersey
March 2, 2000
BRIAN DONAHUE
CERTIFIED PUBLIC ACCOUNTANT
