SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Beautymerchant.com Inc.
(Exact name of registrant as specified in its charter)
Nevada 13-3422912
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4614 North University Drive, Fort Lauderdale, FL 33351
(Address of Principal Executive Offices) (Zip Code)
Consulting Services Plan
(Full title of the plan)
Capitol Document Services
202 South Minnesota Street
Carson City, NV 89703
(Name and address of agent for service)
(775) 884-0490
(Telephone number, including area code, of agent for
service)
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Title of Class of Amount Offering Proposed Maximum Amount of
Securities to be to be Price per Aggregate offering Registartion
Registered Registered Unit Price (1) Fee
Common Stock, $.001
par value 12,225 $1.125 $13,753.13 $3.82
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Total Registration Fee -- -- -- $3.82
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(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and not
as a representation as to any actual proposed price. The offering price per
unit, maximum aggregate offering price and registration fee is based upon the
average of the high and the low price at the close of the market for the
common stock on February 21, 2000.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part 1 is included
in documents sent or given to each employee of Beautymerchant.com Inc., a
Nevada corporation ("Company").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The registrant's latest Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1999, filed under Section 13(a) or 15(d) of
Securities Act of 1934, as amended (the "Exchange Act"), as well as the
registrant's Form 8-K filed on October 29, 1999.
(b) All other reports which may be filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (c)
immediately below.
(c) The registrant's Form 10-SB, specifically including the description of
the registrant's class of securities registered in the Form 10-SB, as
amended, which was effective under the Exchange Act as of August 23, 1999.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposed 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.
The class of securities to be offered hereby has been registered on
Form 10-SB under Section 12 of the Exchange Act by the registrant, and
incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
The Law Office of Brenda Lee Hamilton, P.A., has rendered legal services and
prepared Form S-8. Such office is located at 555 South Federal Highway,
Suite 270, Boca Raton, Florida 33432.
Michael J. Bongiovanni, C.P.A, P.A., consents to incorporation by reference
of his report in the Form
10-SB dated August 23, 1999.
Item 6. Indemnification of Directors and Officers.
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
he is or was a director or officer, or served any other enterprise as
director, officer or employee at our request. The Board of Directors, in
its discretion, shall have the power on our behalf to indemnify any person,
other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact that he/
she is or was an employee.
Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that Nevada
corporations may limit, through indemnification, the personal liability of
their directors or officers in actions, claims or proceedings brought against
such person by reason of that person's current or former status as an officer
or director of the corporation. We may indemnify our directors or officers
if the person acted in good faith and in a manner the person reasonably
believed was, at least, not opposed to the best interests of the corporation.
In the event of a criminal action or proceeding, indemnification is not
available if the person had reasonable cause to believe their action was
unlawful.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person
makes payment to us in settlement of the action, indemnification is
available only to the extent a court of competent jurisdiction determines
the person is fairly and reasonably entitled to indemnification. Such
discretionary indemnification is available only as authorized on a case-
by-case basis by: (1) the stockholders; (2) a majority of a quorum of the
Board of Directors consisting of members of the Board who were not parties
to the action, suit or proceeding; (3) if a majority of a quorum
of the Board of Directors consisting of members of the board who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or (4) if a quorum of the Board of Directors
consisting of members of the Board who were not parties to the action cannot
be obtained,by independent legal counsel in a written opinion.
To the extent that our director or officer is successful in defending against
an action, suit or proceeding brought against that person as a result of
their current or former status as an officer or director, we must indemnify
the person against all expenses actually and reasonably incurred by the
person in connection with their defense. Nevada law also allows Nevada
corporations to advance expenses of officers and directors incurred in
defending a civil or criminal action as they are incurred, upon receipt of an
undertaking by or on behalf of the director or officer to repay such expenses
if it is ultimately determined by a court of competent jurisdiction that such
officer or director is not entitled to be indemnified by the corporation
because such officer or director did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation.
Section 78.751 of the NRS provides that any indemnification provided for by NRS
78.7502 (by court order or otherwise) shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled and that the
scope of indemnification shall continue as to directors or officers who have
ceased to hold such positions and to their heirs, executors and administrators.
Section 78.752 of the NRS allows corporations to provide insurance, or other
financial arrangements such as a program of self-insurance, for their
directors or officers. Such insurance may provide coverage for any
liability asserted against the person and liability and expenses incurred by
the person in their capacity as a director or officer or arising out of their
status as such, whether or not the corporation has the authority to indemnify
the person against such liability and expenses. However, no financial
arrangement made under Section 78.752 may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable for intentional misconduct, fraud or a
knowing violation of law, except with respect to the advancement of expenses
or indemnification ordered by a court.
Our By-laws provide for the indemnification of its directors and officers to
the maximum extent provided by law. It is the position of the SEC and
certain state securities administrators that any attempt to limit the
liability of persons controlling an issuer under the federal securities laws
or state securities laws is contrary to public policy and therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Consultants and Advisors.
The following consultant will be issued securities pursuant to this
Registration Statement.
Name Number Type of Services Provided
Frederick J. Waters, III 12,225 shares Technical Services
Item 9. Exhibits.
See Exhibit Index and Exhibits attached hereto.
Item 10. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, 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 which, individually or
together, represent a fundamental change in the information in the
registration statement; and 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 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 the volume and price
represent no more than twenty percent (20%) change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) Include any additional or changed material information on the plan of
distribution. (2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
(3) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the small business issuer under Rule
424(b)(1), or (4) or 497(h) under the Securities Act as part of this
registration statement as of the time Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement for the securities
offered, and the offering of the securities at that time
to be the initial bona fide offering.
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 in 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 Securities 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 caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Lauderdale, State of Florida,
on February 23, 2000. 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:
Beautymerchant.com Inc.
/s/ Edward A. Roth
By: Edward A. Roth, President and Chief Executive Officer
4614 North University Drive
Fort Lauderdale, FL 33351
Telephone: (954) 717-8680
Facsimile: (954) 717-2508
February 23, 2000
EXHIBITS TO
FORM S-8
EXHIBIT INDEX
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Exhibit # Exhibit Item Page
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3.1 Articles of Incorporation
(Incorporated by Reference, Form 10-SB) --
3.2 Bylaws (Incorporated by Reference, Form 10-SB) --
5 Opinion Re: Legality and Consent E-1
15 Letter of Consent Unaudited Financial Information E-3
23 Consent of Experts E-4
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EXHIBIT 5
CONSENTS OF EXPERTS AND COUNSEL
THE LAW OFFICE OF BRENDA LEE HAMILTON, P.A.
555 South Federal Highway, Suite 270
Boca Raton, Florida 33432
Phone: 561-416-8956
Fax: 561-416-2855
February 23, 2000
BEAUTYMERCHANT.COM INC.
Attn: Edward A. Roth, President
4614 North University Drive
Fort Lauderdale, FL 33351
RE: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm (the "Firm") has been engaged as counsel for Beautymerchant.com Inc.,
a Nevada corporation (the "Company"), in connection with its proposed offering
under the Securities Act of 1933, as amended (the "Act"), of 12,225 shares
of its common stock which are to be issued under a plan for consulting
services by the Company, by a filing of a Registration Statement under Form
S-8 to which this opinion is a part, to be filed with the Securities and
Exchange Commission (the "Commission"). In connection with rendering the
opinion as set forth below, the Firm has reviewed and examined originals
or copies of the following:
1. Articles of Incorporation of the Company, and any amendments, as filed with
the Secretary of State of Nevada;
2. By-Laws of the Company
3. Written Consent or Minutes of a Meeting of the Board of Directors on or
about Febraury 22, 2000, authorizing the Consultant Services Plan
(the "Plan") with certain consultants and certain other matters;
3. Consulting Services Plan by the Company dated February 23, 2000; and
4. The Company's Registration Statement on Form S-8 and exhibits thereto as
filed with the Commission.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all persons, the authenticity of all documents submitted
to the Firm as originals, the conformity with the original documents of all
documents submitted to the Firm as certified or photostatic copies, and the
authenticity of the originals of such copies and the
truth of all information supplied us.
We have further assumed, among other things, that the recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form
S-8 and that any Shares to be issued will have been registered in accordance
with the Act, absent the application of an exemption from registration,
prior to the issuance of such Shares. We have not independently investigated
or verified any matter, assumption, or representation.
Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and non-assessable.
This opinion is expressly limited in scope to the Shares enumerated herein
which are to be expressly covered by the referenced Registration Statement
and does not cover subsequent issuances of shares, pertaining to services
to be performed in the future (such transactions are required to be included
in either a new registration Statement or a Post-Effective Amendment to the
Registration Statement including updated opinions).
This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. This
opinion is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written consent. This opinion is based
upon our assumptions as to application of the law and facts as of the date
hereof. We assume no duty to communicate with you with respect to any
matters, which may come to our attention hereafter.
Sincerely yours,
THE LAW OFFICE OF BRENDA LEE HAMILTON, P.A.
/s/ Kristen Thomas
By: Kristen Thomas, Esquire
Exhibit 15
Letter of Consent
Re: Unaudited Condensed Consolidated Interim Financial Information
We are aware of the incorporation by reference in the Registration Statement
on Form S-8 dated February 23, 2000 of Beautymerchant.com Inc. for the
registration of 12,225 shares of its common stock of our report relating to
the unaudited condensed consolidated interim financial statements of
Beautymerchant.com Inc. that are included in its Form 10-Q for the quarter
ended June 30, 1999 and Form 10-Q for the quarter ended September 30, 1999.
/s/ R. Chris Cottone
By: R. Chris Cottone, CPA
Fort Lauderdale, Florida
Telephone: (954) 242-0646
Facsimile: (954) 977-3986
February 23, 2000
Exhibit 23
Consent of Expert
We hereby consent to the incorporation by reference in the February 23, 2000
filing of Beautymerchant.com, Inc. on Form S-8 of our report appearing in the
Company's Form 10-SB12G/A registration statement dated August 23, 1999.
/s/ Michael J. Bongiovanni
Michael J. Bongiovanni, P.A., C.P.A.
12433 Willingdon Road
Charlotte, NC 28078
Telephone: (704) 904-2390
February 23, 2000
