U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 POS
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WORLD SHOPPING NETWORK, INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-2872782
(State of Incorporation) (I.R.S. Employer ID No.)
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee
Directors and Consultants
(Full title of the Plan)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113,
Newport Beach, California 92660
(Name and address of agent for service)
(949) 975-0544
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Aggregate Registration
to be Offering Offering Fee
Registered Price Per Price
Share (1)
Common
Stock 2,000,000 $0.001 $2,000 $0.53
(1) The Offering Price is used solely for purposes of
estimating the registration fee pursuant to Rule 457(h)
promulgated pursuant to the Securities Act of 1933. The
Offering Price per Share is established pursuant to a
Retainer Stock Plan for Non-Employee Directors and
Consultants, set forth in Exhibit 4.1 to this Form S-8 (see
Exhibit Index on page 9).
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in Part
I, Items 1 and 2, will be delivered to each of the
participants in accordance with Form S-8 and Rule 428
promulgated under the Securities Act of 1933. The
participants shall provided a written statement notifying
them that upon written or oral request they will be
provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration
statement, and (ii) other documents required to be delivered
pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include
the address (giving title or department) and telephone
number to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
(a) The following are hereby incorporated by reference:
(1) The Registrant's latest annual report on Form 10-KSB
for the fiscal year ended July 31, 1999.
(2) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the registration documents referred to in (a)
above.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part
thereof from the date of filing of such documents.
(b) Description of Securities.
(1) General Description.
The Articles of Incorporation authorize the issuance of
100,000,000 shares of common stock, with a par value of
$0.001. The holders of these shares: (a) have equal ratable
rights to dividends from funds legally available therefore,
when, as, and if declared by the Board of Directors of the
Registrant; (b) are entitled to share ratably in all of the
assets of the Registrant available for distribution upon
winding up of the affairs of the Registrant; and (c) are
entitled to one non-cumulative vote per share on all matters
on which shareholders may vote at all meetings of
shareholders. These securities do not have any of the
following rights: (a) cumulative or special voting rights;
(b) preference as to dividends or interest; (c) preemptive
rights to purchase in new issues of shares; (d) preference
upon liquidation; or (e) any other special rights or
preferences. In addition, the shares are not convertible
into any other security. There are no restrictions on
dividends under any loan other financing arrangements or
otherwise. As of the date of this Form S-8, the Registrant
had 18,586,210 shares of common stock issued and
outstanding.
(2) Non-Cumulative Voting.
The holders of shares of common stock of the Registrant do
not have cumulative voting rights, which means that the
holders of more than 50% of such outstanding Shares, voting
for the election of directors, can elect all of the
directors to be elected, if they so choose. In such event,
the holders of the remaining shares will not be able to
elect any of the Registrant's directors.
(3) Dividends.
The Registrant does not currently intend to pay cash
dividends. The Registrant's proposed dividend policy is to
make distributions of its revenues to its stockholders when
the Registrant's Board of Directors deems such distributions
appropriate. Because the Registrant does not intend to make
cash distributions, potential shareholders would need to
sell their shares to realize a return on their investment.
There can be no assurances of the projected values of the
shares, nor can there be any guarantees of the success of
the Registrant.
A distribution of revenues will be made only when, in the
judgment of the Registrant's Board of Directors, it is in
the best interest of the Registrant's stockholders to do so.
The Board of Directors will review, among other things, the
investment quality and marketability of the securities
considered for distribution; the impact of a distribution of
the investee's securities on its customers, joint venture
associates, management contracts, other investors, financial
institutions, and the Registrant's internal management, plus
the tax consequences and the market effects of an initial or
broader distribution of such securities.
(4) Possible Anti-Takeover Effects of Authorized but Unissued Stock.
The Registrant's authorized but unissued capital stock
consists of 81,413,790 shares of common stock. One effect
of the existence of authorized but unissued capital stock
may be to enable the Board of Directors to render more
difficult or to discourage an attempt to obtain control of
the Registrant by means of a merger, tender offer, proxy
contest, or otherwise, and thereby to protect the continuity
of the Registrant's management. If, in the due exercise of
its fiduciary obligations, for example, the Board of
Directors were to determine that a takeover proposal was not
in the Registrant's best interests, such shares could be
issued by the Board of Directors without stockholder
approval in one or more private placements or other
transactions that might prevent, or render more difficult or
costly, completion of the takeover transaction by diluting
the voting or other rights of the proposed acquiror or
insurgent stockholder or stockholder group, by creating a
substantial voting block in institutional or other hands
that might undertake to support the position of the
incumbent Board of Directors, by effecting an acquisition
that might complicate or preclude the takeover, or
otherwise.
(5) Transfer Agent.
The Registrant has engaged the services of Corporate Stock
Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430,
Denver, Colorado 80209, to act as transfer agent and
registrar for the Registrant.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Other than as set forth below, no named expert or counsel
was hired on a contingent basis, will receive a direct or
indirect interest in the small business issuer, or was a
promoter, underwriter, voting trustee, director, officer, or
employee of the Registrant.
Counsel for the Registrant as giving an opinion on the
validity of the securities being registered is receiving
120,000 shares of stock under the Retainer Plan for Non-
Employee Directors and Consultants under another Form S-8 in
exchange for legal services consisting of advice and
preparation work in connection with reports of the
Registrant under the Securities Exchange Act of 1934 and
general corporate legal work.
Item 6. Indemnification of Directors and Officers.Limitation of Liability.
Directors of the Registrant are not liable to the
Registrant corporation or its stockholders for monetary
damages for a breach of fiduciary duties unless the breach
involves: (i) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law; (3) liability for unlawful
payments of dividends or unlawful stock purchases or
redemption by the corporation; or (4) a transaction from
which the director derived an improper personal benefit.
Indemnification.
Although neither the articles of incorporation nor the
bylaws of the Registrant provide for indemnification of
officer or directors of the Registrant, the Delaware General
Corporation Law provides or permissive indemnification of
officers and directors and the Registrant may provide
indemnification under such provisions:
Section 145. Indemnification of officers, directors, employees and
agents; insurance.
(a) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of
the corporation) by reason of the fact that the person is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in
good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act
in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its
favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or
officer of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b) of this section, or
in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a determination that indemnification of the present or
former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of
this section. Such determination shall be made, with respect
to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors,
even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding
may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be
indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred
by former directors and officers or other employees and
agents may be so paid upon such terms and conditions, if
any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections
of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as
to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
against any liability asserted against such person and
incurred by such person in any such capacity, or arising out
of such person's status as such, whether or not the
corporation would have the power to indemnify such person
against such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or
surviving corporation as such person would have with respect
to such constituent corporation if its separate existence
had continued.
(i) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached to this registration statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(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;
(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) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of
1934) 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.
(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is
incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim
financial information
(h) That 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 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.
SIGNATURE
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 to
be signed on its behalf by the undersigned, thereunto duly
authorize, in the City of Santa Ana, State of California, on
July 7, 2000.
World Shopping Network
By: /s/ John J. Anton
John J. Anton,
President and Chief Executive Officer
EXHIBIT INDEX
Number Exhibit Description
4.1 Retainer Stock Plan for Non-Employee Directors and
Consultants (see below).
4.2 Consulting Services Agreement (see below).
4.3 Consulting Services Agreement (see below).
5 Opinion Re: Legality (see below).
23.1 Consent of Accountant (see below).
23.2 Consent of Counsel (see below).
