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)
Title of Class of Amount Offering Price Proposed Maximum Amount of
Securities to be to be Per Unit Aggregate Registra-
Registered Registered Offering Price(1) tion Fee
per Unit
Common Stock,
$.001 par value 85,000 $.781 $66,385 $18.46
Total Registration
Fee -- -- -- $18.46
(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 April 7,2000.
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 Annual Report on Form 10-KSB for the year ended
December 31,1999, filed under Section 13(a) or 15(d) of Securities Act of
1934, as amended (the "Exchange Act").
(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 (a) immediately above.
(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 and the Form 10-KSB for
the year ended December 31,1999.
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
Michael J. Bongiovanni 60,000 shares Consulting Services
Brenda Lee Hamilton 25,000 shares Legal 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 April 10, 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 & Director
April 10, 2000
/s/ Alisha Roth
______________________________
By: Alisha Roth, Secretary & Director
April 10, 2000
EXHIBITS TO
FORM S-8
EXHIBIT INDEX
Exhibit # Exhibit Item Page
3.1 Articles of Incorporation (Incorporated by
Reference, Form 10-SB dated 8/23/99) --
3.2 Bylaws (Incorporated by Reference, Form
10-SB dated 8/23/99) --
4 Instruments Defining Rights of Security Holders
(Incorporated by Reference, Form 10-SB dated
8/23/99) --
5 Opinion Re: Legality and Consent E-1
23 Consent of Experts E-4
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
April 10, 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 75,000
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 April 10, 2000, authorizing the Consultant Services Plan (the "Plan")
with certain consultants and certain other matters;
3. Attorney Services Plan and Independent Contractor Agreement executed by
the Company and dated April 10, 2000 and April 5, 2000 respectively; 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 23
CONSENT OF EXPERT
We hereby consent to the incorporation by reference in the April 10, 2000
filing of Beautymerchant.com, Inc. on Form S-8 of our report appearing in
the Company's Form 10-KSB for the year ended December 31, 1999 and
Form 10-SB12G/A registration statement dated
August 23, 1999.
/s/ Michael J. Bongiovanni, CPA
______________________________
Michael J. Bongiovanni, P.A., C.P.A.
12433 Willingdon Road
Charlotte, NC 28078
Telephone: (704) 904-2390
