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To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECONTENT, INC.
[Exact Name of Issuer as Specified in its Charter]
Commission File Number: _______
Delaware 23-2442288
[State of Incorporation] [IRS Employer Ident. No.]
105 South Narcissus Avenue, West Palm Beach, Florida 33401 Tel: (561) 835-0094
[Address of Principal Place of Business and Executive Office]
CONSULTING AGREEMENT
DATED MARCH 30, 2000
BETWEEN THE REGISTRANT AND M. BLAINE RILEY
[Full Name of the Plan]
Mr. John Sgarlat, The Citizens Building, 105 S. Narcissus Avenue, Suite 701,
West Palm Beach, Florida 33401
[Name and Address of Agent for Service]
Copy to: Kogan & Taubman, L.L.C.
39 Broadway, Suite 2250 New York, NY 10006 Tel:(212) 425-8200
Approximate date of commencement of proposed sale to the public: As soon as
possible after the Registration Statement is effective.
CALCULATION OF REGISTRATION FEE
Title of Amount being Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
being Offering Aggregate Fee
Registered Price Offering
Per Share Price(1)
Common Stock, par
value $0.08 100,000 $1.09 $ 109,000 $ 100.00
--------
Total Fee $ 100.00
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(1) Estimated solely for purposes of calculating the Registration Fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933
based upon the average bid and asked price of Common Stock of eContent,
Inc., as reported on the NASD over-the-counter bulletin board on April 6,
2000.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Registrant (sometimes referred to herein as the "Company") has entered
into a Consulting Agreement (the "Consulting Agreement") with M. Blaine Riley
("Riley" or "Consultant"), dated March 30, 2000.
Pursuant to the Consulting Agreement, Riley will engage in providing
services to the Company relating to advice as to the Company's employee benefit
programs, employee stock ownership plans, option plans, 401K plans, bonus plans,
banking methods and systems. In addition, Consultant will assist the Company in
setting up and implementing proper software programs for each of the
above-mentioned plans. Riley has NOT AND WILL NOT arrange financing that
involves any securities issuance nor has Consultant promoted or maintained a
market for the Company's securities.
As compensation for the services provided, the Company provided Riley
with 100,000 shares of the Company's Common Stock.
With respect to the shares of common stock issued to Riley the Company
is obligated to prepare and file this Registration Statement on Form S-8 by no
later than April 5, 2000.
Item 2. Registrant Information and Employee Plan Annual Information.
Registrant shall provide the Consultant, without charge, upon his
written or oral requests, the documents incorporated herein by reference in Item
3 of Part II of this Registration Statement. Registrant shall also provide to
Consultant, without charge upon his oral or written request, with all other
documents required to be delivered to Consultant pursuant to Rule 428(b). All
such requests shall be directed to Registrant at Registrant's offices located at
105 South Narcissus Avenue, Suite 701, West Palm Beach, Florida 33401.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated by reference:
(a) Registrant's Annual Report on Form 10-KSB for the period ended
September 30, 1999, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, which contain, either directly or by
incorporation by reference, certified financial statements for the
Company's latest fiscal year for which such statements have been filed;
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(b) All other reports, including but not limited to Quarterly Reports
on Form 10-QSB, including February 11, 2000, and Current Reports on
Form 8-K, filed by Registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act;
(c) All reports subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
The authorized capital stock of the Company consists of 50,000,000
Shares of common stock, par value $0.08 per Share and 1,000,000 shares of
Preferred Stock, par value $10.00 per share.
a. Common Stock
The holders of common stock (i) have equal and ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company;
(iii) do not have pre-emptive, subscription or conversion rights (there are no
redemption or sinking fund provisions applicable thereto); and (iv) are entitled
to one non-cumulative vote per share, on all matters which shareholders may vote
at all meetings of shareholders.
Since its inception, the Company has not paid any cash dividend on its
Common Stock and does anticipate that it will pay cash dividends in the
foreseeable future.
b. Preferred Stock
The Company's Certificate of Incorporation authorizes the issuance of
1,000,000 shares of Preferred Stock, $10.00 par value per share, of which no
shares have been issued. The Board of Directors is authorized to provide for the
issuance of shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of Delaware, to establish from time to time the
number
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of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of Preferred Stock so issued would have
priority over the Common Stock with respect to dividend or liquidation rights.
Any future issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the shareholders and may adversely affect the voting and other rights
of the holders of Common Stock. At present, the Company has no plans to issue
any Preferred Stock nor adopt any series, preferences or other classification of
Preferred Stock.
Registrant is registering hereunder 100,000 shares of its authorized,
but unissued common stock as discussed herein above. All shares of common stock
now outstanding are fully paid for and non-assessable and all shares of common
stock which are the subject of this Registration Statement, when issued, will
also be fully paid for and non-assessable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law contains various
provisions entitling directors, officers, employees or agents of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, as the result of an action or proceeding
(whether civil, criminal, administrative or investigative) in which they may be
involved by reason of being or having been a director, officer, employee or
agent of the Company provided said persons aced in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
(and, with respect to any criminal action or proceedings, had no reasonable
cause to believe that the conduct complained of was unlawful). Also, the By-laws
of the Company state that the indemnification provisions of Section 145 of the
Delaware Corporation Code shall be utilized to the fullest extent permitted.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation SB and are specifically incorporated herein
by this reference:
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Exhibit No. Title
4.0 Consulting Agreement dated March 30, 2000, between Registrant and M.
Blaine Riley
5.0 Opinion letter of Kogan & Taubman, L.L.C. regarding the legality of the
securities registered.
23.0 Consent of Kogan & Taubman, L.L.C., counsel to Registrant, to the use
of its opinion with respect to the legality of the securities being
registered hereby - (contained in 5.0)
Item 9. Undertakings.
a. 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 to:
(i) include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) 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, represents a fundamental change in the
information set forth in the Registration Statement;
and
(iii) 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 Paragraph a(1)(i) and a(1)(ii) do not apply if
the Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment is incorporated by reference from
periodic reports filed by a small business issuer under the Exchange Act.
2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to 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
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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 Company hereby undertakes that, for the determining
any 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 this
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 in the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 West Palm Beach, State of Florida on the 6th day of
April 2000
EContent Inc.,(Registrant)
By: /s/John Sgarlat
-----------------------
Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this Registration Statement or
amendment has been signed by the following persons in the capacities and on the
dates indicated.
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Signatures Title Date
/s/ John Sgarlat Chief Executive Officer April 6, 2000
- ---------------- Director
John Sgarlat
/s/William Campbell Executive Vice April 6, 2000
- -------------------- President, Chief Financial
William Campbell Officer, Director
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CONSULTING AGREEMENT
AGREEMENT made March 30, 2000, between eContent Inc., a
corporation organized and existing under the laws of the State of Delaware with
its principal place of business at 105 S. Narcissus Street, West Palm Beach,
Florida ("Client"), and M. Blaine Riley, 33966 Crystal Lantern, Dana Point, CA
(Consultants)
RECITALS
1. Client is a vertically integrated e-Commerce marketing Company and in
the conduct of such business desires to have financial advisory services
performed for Client by Consultant.
2. Consultant agrees to perform these services for Client under the terms
and conditions set forth in this agreement.
In consideration of the mutual promises set forth herein, and intending
to be legally bound, it is agreed by and between Client and Consultant as
follows:
SECTION ONE
NATURE OF WORK
Consultant will perform consulting and advisory services on behalf of
the Client
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with respect to all matters relating to employee benefit programs, employee
stock ownership plans, option plans, 401K plans, bonus plans, banking methods
and systems. In addition the Consultant will assist the company in setting up
and implementing proper software programs for each of the above mentioned plans.
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SECTION TWO
TIME DEVOTED TO WORK
In the performance of this Agreement, the services and the hours
Consultant is to work on any given day will be entirely with Consultant's
control and Client will rely upon Consultant to put in such number of hours as
is reasonably necessary to fulfill the spirit and purpose of this Agreement.
SECTION THREE
COMPENSATION
Consultant will receive as compensation for services hereunder, a grant
of 100,000 shares of the Company's common stock("Common Stock") upon execution
of said consulting agreement. The Company shall also file a registration
statement on Form S-8 on or before April 5, 2000, allowing the shares to be
issued unrestricted.
SECTION FOUR
DURATION
This agreement shall be considered as a firm commitment on the part of
the parties hereto for a period of twelve (12) months commencing . This
agreement may be extended by mutual agreement of the parties in writing.
SECTION FIVE
STATUS OF CONSULTANT
This agreement calls for the performance of the services of the
Consultant as an Independent contractor and Consultant and his employees will
not be considered employees of Client for any purpose.
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SECTION SIX
MISCELLANEOUS
6.1 Indemnification. Each party shall indemnify and hold the other
party and such party and such party's officers, directors, employees, agents and
professionals employed by such party harmless from and against any and all
liabilities, damages, expenses, investigative costs, other costs and losses
(including attorneys' fees and court costs) incurred by such party and such
party's officers, directors, employees and agents arising out of or in
connection with allegations, claims, counterclaims, demands, charges, or
violations of federal or state securities or self-regulatory agency laws, rules,
or regulations, or any other state or federal statutory or common law,
negligence or breach of contract, whether in a civil, criminal, administrative,
or other proceeding, arbitration, mediation, investigation or otherwise,
attributable in whole or, to the extent responsible, in part, to any breach of
this Agreement or the actions, past, present or future, of such party.
6.2 Consultant agrees not to be employed by or have any interest
(except as a shareholder of a public corporation) in any entity which competes
with Client.
6.3 Waiver. No term or provision of this Agreement shall be deemed
waived and no breach excused, unless such a waiver or consent shall be in
writing and signed by a duly authorized representative of the party claimed to
have waived or consented. Any consent by any party to, or waiver of, a breach by
the other party, whether expressed or implied, shall not constitute consent to,
waiver of or excuse for any different or subsequent breach.
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6.4 Assignment. This agreement shall be binding upon and inure to the
benefit of the parties under this Agreement and shall not, however, be assigned
or delegated, by operation of law or otherwise, without the prior written
consent of the other party. This shall not preclude the merger, consolidation or
sale of substantially all of the assets of Client or Consultant with or to
another corporation, nor require the prior consent of Client or Consultant to
such a transaction, nor shall it preclude the assignment of Consultant's rights
to receive any fees under this Agreement. No person other than Client and
Consultant shall have any rights or be entitled to any benefit whatsoever under
any term or condition of this Agreement.
6.5 Each party shall notify the other immediately if it becomes
insolvent, becomes the subject of a petition in Bankruptcy Court or makes an
assignment for benefit of creditors.
6.6 Notices. All notices and communications under this Agreement shall
be sufficient if sent by United States first class, prepaid mail return receipt
requested, hand delivered or telecopied to the parties' respective addresses as
follows:
If to Client: If to Consultant:
eContent Inc. M. Blaine Riley.
105 S. Narcissus Suite 701 33966 Crystal Lantern
West Palm Beach, Florida 33401 Dana Point, CA 92629
Either party may change its address by giving the other party five (5)
days prior notice in writing of the new address.
6.7 Modification and Headings. No modification or amendment to this
Agreement shall be valid unless in writing, signed by duly authorized
representatives of each party. Titles or headings of paragraphs are for
convenience only and have no legal significance.
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6.8 Severability. The invalidity of any paragraph or subparagraph
hereof shall not affect the validity of any other paragraph or subparagraph. If
any one or more of the provisions contained in this Agreement shall be held to
be excessively broad as to time, duration, geographical scope, activity or
subject, it shall be construed, by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law.
6.9 Governing Law. The validity of this Agreement, and the terms
hereof, and all the duties, obligations, and rights arising herefrom, shall be
governed by and interpreted in accordance with the laws and decisions of the
Commonwealth of Delaware.
6.10 Entire Agreement. This agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior written agreements, negotiations, representation and proposals, written or
oral, relating to such subject matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
eContent Inc.
By:/s/ John Sgarlet
------------------
John Sgarlet
/s/ M. Blaine Riley
-------------------
M. Blaine Riley
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April 6, 2000
eContent, Inc.
The Citizens Building
105 S. Narcissus Avenue, Suite 701
West Palm Beach, Florida 33401
Re: Registration Statement on Form S-8
Offering of 100,000 Shares of Common Stock
Gentlemen:
We have acted as counsel to eContent, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, (the "Securities Act"), of 100,000 shares of the Company's
common stock (the "shares"), to be offered to M. Blaine Riley ("Consultant") by
the Company pursuant to a Consulting Agreement dated March 30, 2000 between the
Company and Consultant.
A registration statement on Form S-8 is being filed herewith. In
connection with rendering this opinion, we have examined executed copies of the
Registration Statement and all exhibits thereto. We have also examined and
relied upon the original, or copies certified to my satisfaction, of (i) the
Articles of Incorporation and By-laws of the Company, (ii) the Consulting
Agreement and related matters, and (iii) such other agreements and instruments
relating to the Company as we deemed necessary or appropriate for purposes of
the opinion expressed herein. In rendering such opinion, we have made such
further investigation and inquiries relevant to the transaction contemplated by
the Registration Statement as we have deemed necessary for the opinion expressed
herein, and we have relied, to the extent we deemed reasonable, on certificates
and certain other information provided to us by officers of the Company and
public officials as to matters of fact of which the maker of such certificate or
the person providing such other information had knowledge.
Furthermore, in rendering our opinion, we have assumed that the
signatures on all documents examined by us are genuine, that all documents and
corporate record books submitted to us as originals are accurate and complete,
and that all documents submitted to us are true, correct and
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complete copies of the originals thereof.
Based upon the foregoing, we are of the opinion that the Common Stock
to be issued and sold by the Company as described in the Registration Statement
have been duly authorized for issuance and sale and when issued by the Company
against payment of the consideration therefor pursuant to the terms of the
Consulting Agreement, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Kogan & Taubman, L.L.C.
By: /s/ Louis E. Taubman
--------------------
Louis E. Taubman
