As filed with the Securities and Exchange Commission on August 25, 2000
Registration Statement No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
Registration Statement Under
the Securities Act of 1933
ONE WORLD ONLINE.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0411771
(State or other jurisdiction (IRS employer
of incorporation) identification no.)
4778 North 300 West, Suite 200, Provo, Utah 84604
(Address of principal executive offices) (Zip code)
ONE WORLD ONLINE.COM, INC. STOCK OPTION PLAN
(Full Title of the Plan)
Eric L. Robinson
BLACKBURN & STOLL, LC
77 West Second South, Suite 400
Salt Lake City, UT 84101 (801) 521-7900
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================== ======================= ======================= ======================= =======================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share (2) Offering Price(2) Fee (2)(3)
-------------------------- ----------------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 4,000,000 $5.0625 $20,250,000 $5,346
========================== ======================= ======================= ======================= =======================
</TABLE>
(1) Shares which may be issued upon exercise of stock options.
(2) Estimated solely for the purpose of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Exchange
Act of 1933, as amended, on the basis of the average of the high and
low prices of a share of the Registrant's common stock, $.001 par
value, as reported on the OTC Bulletin Board on August 24, 2000.
(3) Registration Fee is calculated on the basis of $264 per $1,000,000 of
the Proposed Maximum Aggregate Offering Price.
Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of One World Online.com, Inc. common stock that become
issuable by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that increases
the number of One World Online.com, Inc.'s outstanding shares of common stock.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
* One World Online.com, Inc. ("One World") will send or give the
documents containing the information required by Part 1 to each participant as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission") and the instructions to
Form S-8, One World is not filing such documents with the Securities and
Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by One World with the
Commission are incorporated by reference in this registration statement:
o Annual Report on Form 10-KSB, filed October 13, 1999 for the
period ended June 30, 1999,
o Quarterly Report on Form 10-QSB, filed November 19, 1999 for
the period ended September 30, 1999,
o Amended Quarterly Report on Form 10-QSB/A, filed December 8,
1999 for the period ended September 30, 1999,
o Quarterly Report on Form 10-QSB, filed February 22, 2000 for
the period ended December 31, 1999,
o Quarterly Report on Form 10-QSB, filed May 9, 2000 for the
period ended March 31, 2000,
o Current Report on Form 8-K, filed May 31, 2000, and
o Amended Current Report on Form 8-K, filed June 14, 2000 and
amending the Current Report on Form 8-K filed on May 31, 2000.
All documents subsequently filed by One World 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 that indicates that all securities offered have been
sold or that deregisters all securities then 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. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Nevada General Corporation Law provides that a company may
eliminate the liability of officers and directors for breach of fiduciary duty
except in certain specified circumstances, and also empowers a company to
indemnify officers, directors, employees and others from liability in certain
circumstances such as where the person successfully defended himself on the
merits or acted in good faith in a manner reasonably believed to be in the best
interests of the corporation.
One World's Articles of Incorporation provide for the elimination of
liability of officers and directors to One World or its shareholders for damages
for breach of fiduciary duty as an officer or director to the fullest extent
allowed by law. The Articles of Incorporation also provide for the mandatory
indemnification for acts and omissions taking place in connection with their
activities in such capacities to the fullest extent authorized by applicable
law. These indemnification arrangements have been memorialized in
indemnification or employment arrangements with some of the officers and
directors of One World and its subsidiaries.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 One World Online.com, Inc. Stock Option Plan.
5.1 Opinion of Blackburn & Stoll, LC
23.1 Consent of Tanner + Co.
24.1 Power of Attorney (included in Part II of this
Registration Statement)
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, as amended (the
"Act");
(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. 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 and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
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(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 Securities
and Exchange Commission (the "Commission") by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, 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 any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 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 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 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
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 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 Orem, State of Utah, on August 24, 2000.
ONE WORLD ONLINE.COM, INC.
By /s/ David N. Nemelka
---------------------------
Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints David N.
Nemelka as true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities to execute and cause to be filed with the Securities and
Exchange Commission any and all amendments (including pre-effective and
post-effective amendments) to this Registration Statement, with exhibits thereto
and other documents in connection therewith, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as
to all intents and purposes as he might or could do in person, and hereby
ratifies and confirms said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ David N. Nemelka President, Chief Executive Officer August 24, 2000
----------------------- and Director (Principal Executive
David N. Nemelka Officer)
/s/ Kelly M. Thayer Chairman of the Board August 24, 2000
-----------------------
Kelly M. Thayer
/s/ Paul D. Korth Principal Financial and Chief August 24, 2000
----------------------- Accounting Officer
Paul D. Korth
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