<PAGE>
As filed with the Securities and Exchange Commission on May 26, 2000
Reg. No. 33
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
KAIRE HOLDINGS INCORPORATED
(exact name of registrant as specified in its charter)
Delaware 13-3367421
(State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization)
7348 Bellaire
North Hollywood, California 91605
(818) 255-4996
(Address of principal executive offices)
___________________________________
Amended 2000 Stock Compensation Plan
(Full title of plan)
___________________________________
Steven Westlund
Chief Executive Officer
7348 Bellaire
North Hollywood, California 91605
(Name and address of agent for service)
(818) 255-4996
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price Aggregate offering Amount of
to be registered Registered Per share Price registration fee
======================================================================================================
<S> <C> <C> <C> <C>
Common Stock 5,400,000 .125 $675,000 $178.20
(.001 par value)
9,500,000 .05 $475,000 $ 125.4
======================================================================================================
</TABLE>
() Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the exercise price of
5,400,000 options at $0.125 per share, 9,500,000 options at $.05 per share.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Consultant Plan Annual Information.*
*Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Kaire Holdings Incorporated (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's annual report on Form 10-K for the fiscal year ended
December 31, 1999 (Commission File No. 0-21384):
(b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1999 through the date hereof;
(c) the Registrant's Form S-18, file No. 33-17548-NY filed pursuant to
Section 12 of the Exchange Act, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding Common Stock, and
(d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
The Registrant's Common Stock, $0.001 par value, is registered under
Section 12 of the Exchange Act
Item 5. Interests of Named Experts and Counsel
The legality of the Registrant's securities being registered will be
passed upon by Owen Naccarato, Esq. who owns 500,000 shares of the Registrant's
Common Stock as of May 23, 2000.
Item 6. Indemnification of Directors and Officer
The Registrant's Articles of Incorporation provide for indemnification, to
the fullest extent permitted by Section 145 of the Delaware Corporation Law, of
officers and directors and from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, both as
to action in their official capacity and as to action in another capacity while
holding such office.
3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended (the "Securities Act") and
is therefore unenforceable.
Experts
The consolidated financial statements of the company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 1999 have
been audited by Berg & Company LLP, independent public accounts, as set forth in
their report thereon included therein and incorporated herein by reference.
Reference is made to said report, which includes explanatory paragraphs that
describe the Company's ability to continue as a going concern, discussed in
Note 1 to the Company's Consolidated Financial Statements. Such financial
statements are incorporated herein in reliance upon the reports of Berg &
Company LLP, pertaining to such financial statements (to the extent filed with
the Commission) given upon the authority of such firm as experts in giving such
reports.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits.
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 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement:
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1) (I) and (I)(ii) do not apply if the information
required to be included in a
4
<PAGE>
post-effective amendment by those paragraph is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15 (d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendments 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.
To remove from registration by mean of a post-effective amendment any
of the securities being registered hereunder that remain unsold at the
termination of the offering.
The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
consultant 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the above-described provisions or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities act of
1933 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 being registered, the Company 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 of 1933 and will be
governed by the final adjudication of such issue.
5
<PAGE>
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 a 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 North Hollywood, State of California on May 26, 2000.
Kaire Holdings Incorporated:
By /s/ Steven Westlund
-----------------------------------------------
Steven Westlund, President, Chief Executive
Officer, Principal Executive Officer
and Director
By /s/ Owen Naccarato
-----------------------------------------------
Owen Naccarato, Chief Financial Officer, Principal
Financial Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------- ----------------------------------- ------------
<S> <C> <C>
/s/ Steven Westlund President, Chief Executive Officer, May 26, 2000
- --------------------- and Director
Steven Westlund
/s/ Owen Naccarato Chief Financial Officer May 26, 2000
- ---------------------
Owen Naccarato
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
NO. Description Numbered Pages
- -- ----------- --------------
<S> <C> <C>
5.1 Opinion of Counsel, regarding the legality of the securities registered
hereunder.
10.31 Amended 2000 Stock Compensation Plan
23.1 Consent of Independent Accountant.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
</TABLE>
<PAGE>
Exhibit 5.1
OPINION OF COUNSEL
Owen M. Naccarato
Attorney at Law
19600 Fairchild Suite 260
Irvine, CA 91612
Office: (818) 255-4996 Fax: (818) 255-4997
- --------------------------------------------------------------------------------
May 26, 2000
Kaire Holdings Incorporated
7348 Bellaire Avenue
North Hollywood, California 91605
Re: Registration Statement on Form S-8
Gentleman:
I have acted as counsel for Kaire Holdings Incorporated (the "Company"), in
connection with the preparation and filing of the Company's Registration
statement on Form S-8 under the Securities Act of 1933, as amended, (the
"Registration Statement"), relating to 14,900,000 shares of the Company's common
stock, par value $.001, (the "common stock"), issuable pursuant to the Company's
1999 Stock Compensation Plan, (the "Plan").
I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the company and all amendments thereto, the Registration Statement
and originals, or copies certified to my satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in my judgement are necessary or appropriate to enable me to
render the opinions expressed below.
Based on the foregoing examination, I am of the opinion that the shares of
Common Stock issuable with the Plan are duly authorized and, when issued in
accordance with the Plan, will be validly issued, fully paid and nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Owen Naccarato
- ------------------
Owen Naccarato, Esq.
<PAGE>
Exhibit 10.31
KAIRE HOLDINGS INCORPORATED
AMENDED 2000 STOCK COMPENSATION PLAN
1. Purpose of the Amendment to the Plan. The purpose of the
Amended 2000 Stock Compensation Plan ("Plan") of Kaire Holdings Incorporated, a
Delaware corporation, ("Company") is to provide the Company with a means of
compensating selected key employees (including officers) and directors of and
consultants to the Company and its subsidiaries for their services rendered in
connection with the Company as well as development of YesRx.com with shares of
Common Stock of the Company.
2. Administration of the Plan. The Amendment to the Plan shall
be administered by the Company's Board of Directors (the "Board").
2.1 Award or Sales of shares. The Company's Board shall (a)
select those key employees (including officers), directors and consultants to
whom shares of the Company's Common Stock shall be awarded or sold, and (b)
determine the number of shares to be awarded or sold; the time or times at which
shares shall be awarded or sold; whether the shares to be awarded or sold will
be registered with the Securities and Exchange Commission; and such conditions,
rights of repurchase, rights of first refusal or other transfer restrictions as
the Board may determine. Each award or sale of shares under the Amendment to the
Plan may or may not be evidenced by a written agreement between the Company and
the persons to whom shares of the Company's Common Stock are awarded or sold.
2.2 Consideration for Shares. Shares of the Company's
Common Stock to be awarded or sold under the Amendment to the Plan shall be
issued for such consideration, having a value not less than par value thereof,
as shall be determined from time to time by the Board in its sole discretion.
2.3 Board Procedures. The Board from time to time may adopt
such rules and regulations for carrying out the purposes of the Amendment to the
Plan as it may deem proper and in the best interests of the Company. The Board
shall keep minutes of its meetings and records of its actions. A majority of the
members of the Board shall constitute a quorum for the transaction of any
business by the Board. The Board may act at any time by an affirmative vote of a
majority of those members voting. Such vote shall be taken at a meeting (which
may be conducted in person or by any telecommunication medium) or by written
consent of Board members without a meeting.
2.4 Finality of Board Action. The Board shall resolve all
questions arising under the Plan. Each determination, interpretation, or other
action made or taken by the Board shall be final and conclusive and binding on
all persons, including, without limitation, the Company, its stockholders, the
Board and each of the members of the Board.
<PAGE>
2.5 Non-Liability of Board Members. No Board member shall be
liable for any action or determination made by him in good faith with respect to
the Plan or any shares of the Company's Common Stock sold or awarded under it.
2.6 Board Power to amend, Suspend, or Terminate the Amendment to
the Plan. The Board may, from time to time, make such changes in or additions to
the Plan as it may deem proper and in the best interests of the Company and its
Stockholders. The Board may also suspend or terminate the Plan at any time,
without notice, and in its sole discretion.
3. Shares Subject to the Amendment to the Plan. For purposes of
the Plan, the Board of Directors is authorized to sell or award up to 19,850,000
shares and/or options of the Company's Common Stock. $.001 par value per share
("Common Stock").
4. Participants. All key employees (including officers) and
directors of and consultants to the Company and any of its subsidiaries
(sometimes referred to herein as ("participants") are eligible to participate in
the Plan. A copy of this Plan shall be delivered to all participants, together
with a copy of any Board resolutions authorizing the issuance of the shares and
establishing the terms and conditions, if any, relating to the sale or award of
such shares.
5. Rights and Obligations of Participants. The award or sale of
shares of Common stock shall be conditioned upon the participant providing to
the Board a written representation that, at the time of such award or sale, it
is the intent of such person(s) to acquire the shares for investment only and
not with a view toward distribution. The certificate for unregistered shares
issued for investment shall be restricted by the Company as to transfer unless
the Company receives an opinion of counsel satisfactory to the Company to the
effect that such restriction is not necessary under the pertaining law. The
providing of such representation and such restriction on transfer shall not,
however, be required upon any person's receipt of shares of Common Stock under
the Amendment to the Plan in the event that, at the time of award or sale, the
shares shall be (i) covered by an effective and current registration statement
under the Securities Act of 1933, as amended, and (ii) either qualified or
exempt from qualification under applicable state securities laws. The Company
shall, however, under no circumstances be required to sell or issue any shares
under the Amendment to the Plan if, in the opinion of the Board, (i) the
issuance of such shares would constitute a violation by the participant or the
Company of any applicable law or regulation of any governmental authority, or
(ii) the consent or approval of any governmental body is necessary or desirable
as a condition of, or in connection with, the issuance of such shares.
6. Payment of Shares.
(a) The entire purchase price of shares issued under the Plan
shall be payable in lawful money of the United States of America at the time
when such shares are purchased, except as provided in subsection (b) below.
(b) At the discretion of the Board, Shares may be issued under
the Plan in consideration of services rendered; provided, however, that any
issuance of shares under the Plan shall be in compliance with Section 152 of the
Delaware General Corporation Law, as amended.
<PAGE>
7. Adjustments. If the outstanding Common Stock shall be hereafter
increased or decreased, or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification, reorganization, merger,
consolidation, share exchange, or other business combination in which the
Company is the surviving parent corporation, stock split-up, combination of
shares, or dividend or other distribution payable in capital stock or rights to
acquire capital stock, appropriate adjustment shall be made by the Board in the
number and kind of shares which may be granted under the Amendment to the Plan.
8. Tax Withholding. As a condition to the purchase or award of
shares, the participant shall make such arrangements as the Board may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such purchase or award.
9. Terms of the Plan.
9.1 Effective Date. The Amendment to the Plan shall become
effective on January 1, 2000.
9.2 Termination Date. The Plan shall terminate at Midnight on
December 31, 2000, and no shares shall be awarded or sold after that time. The
Plan may be suspended or terminated at any earlier time by the Board within the
limitations set forth in Section 2.6.
10. Non-Exclusivity of the Plan. Nothing contained in the Plan is
intended to amend, modify, or rescind any previously approved compensation
plans, programs or options entered into by the Company. This Plan shall be
construed to be in addition to and independent of any and all such other
arrangements. The adoption of the Amendment to the Plan by the Board shall not
be construed as creating any limitations on the power of authority of the Board
to adopt, with or without stockholder approval, such additional or other
compensation arrangements as the Board may from time to time deem desirable.
11. Governing Law. The Plan and all rights and obligations under it
shall be construed and enforced in accordance with the laws of the state of
Delaware.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the inclusion in this registration statement on Form S-8, under
caption "Experts", the reference to our report dated March 17, 2000 with respect
to the Financial Statements of Kaire Holdings Incorporated, for the year ended
December 31, 1999.
/s/ Berg & Company
- ------------------
Berg & Company
May 25, 2000
San Francisco, California
