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As filed with the Securities and Exchange Commission on October 27, 2000.
Registration No. 333-__________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
INTERNET VENTURE GROUP, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-2919648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9607 WEST SAM HOUSTON PARKWAY SOUTH
BLDG. 100
HOUSTON, TEXAS 77049
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (713) 596-9308
--------------------------
2000 OMNIBUS SECURITIES PLAN
(Full title of the plan)
--------------------------
ELORIAN LANDERS
9607 WEST SAM HOUSTON PARKWAY SOUTH
BLDG. 100
HOUSTON, TEXAS 77049
(Name and address of agent for service)
(713) 596-9308
(Telephone number, including area code,
of agent for service)
COPY TO: COPY TO:
THOMAS G. GRUENERT LAWRENCE B. MANDALA
GIBSON-GRUENERT, L.L.P. ARTER & HADDEN, LLP
7707 FANNIN STREET 1717 MAIN STREET
SUITE 203 SUITE 4100
HOUSTON, TEXAS 77054 DALLAS, TEXAS 77201-4605
(713) 665-1800 (214) 761-2100
--------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
======================== ===================== ======================= ========================= ===================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED (1) REGISTERED SHARE (2) PRICE (2) REGISTRATION FEE
------------------------ --------------------- ----------------------- ------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock
$0.0001 par value 10,000,000 shares $1.984 $19,840,000 $5,238
======================== ===================== ======================= ========================= ===================
</TABLE>
(1) The securities to be registered represent shares of Common Stock
reserved for issuance under the 2000 Omnibus Securities Plan of Internet Venture
Group, Inc. (the "Plan"). Pursuant to Rule 416, shares of Common Stock of the
Company issuable pursuant to the exercise of awards granted or to be granted
under the Plan in order to prevent dilution resulting from any future stock
split, stock divided or similar transaction, are also being registered
hereunder.
(2) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(h)(1) and Rule 457(c), the offering price and
registration fee are computed on the basis of the average high and low sales
prices of the Common Stock on the OTC Bulletin Board on October 24, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I 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, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Internet Venture Group, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents previously
filed or to be filed with the Securities and Exchange Commission (the
"Commission") (a) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999; (b) the Company's Report on Form 10-QSB for the quarter
ended March 31, 2000; and (c) the Company's Report on Form 10-QSB for the
quarter ended June 30, 2000.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or 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 the
statement contained herein or in any subsequently filed document that also is or
is deemed to be incorporated by reference herein, or in any document forming any
part of the Section 10(a) Prospectus to be delivered to participants in
connection with, 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 Company's authorized capital stock consists of 300,000,000 shares
of Common Stock, par value $0.0001 per share.
2
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The holders of Common Stock are entitled to one vote for each share
held of record on all matters on which the holders of Common Stock are entitled
to vote. Cumulative voting is not permitted in any election of directors.
The holders of Common Stock are entitled to receive, ratably, dividends
when, as and if declared by the Board of Directors out of funds legally
available therefor. The current policy of the Board of Directors, however, is to
retain earnings, if any, for the operation and expansion of the Company's
business.
Upon liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably in all assets that are legally
available for distribution, after payment of or provision for all debts and
liabilities and after provision is made for each class of stock, if any, having
preference over the Common Stock.
The holders of Common Stock do not have preemptive, subscription,
redemption or conversion rights under the Company's Amended and Restated
Articles of Incorporation. There are no redemption or sinking fund provisions
applicable to the Common Stock. The outstanding shares of Common Stock are fully
paid and nonassessable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Thomas Gruenert, a director of the Company, is a partner of
Gibson-Gruenert LLP, a Houston, Texas law firm that has provided legal services
to the Company and has rendered its opinion on the validity of the shares of
Common Stock being registered hereunder. Mr. Gruenert's firm has been paid
$80,918 in legal fees in 2000, and was issued 300,000 shares of restricted
Common Stock in consideration of past and future legal services at a time prior
to the Company's commencement of trading.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida General Corporation Act empowers a
corporation to indemnify its directors and officers or former directors or
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. Such law provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under a
corporation's articles of incorporation, bylaws, any agreement or otherwise.
Article IX of the Company's Bylaws provides that, subject to the
qualifications contained in Section 607.014 of the Florida General Corporation
Act, the Company shall indemnify its officers and directors and former officers
and directors against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement arising out of his or her services as an officer or
director of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
(a) Exhibits.
Exhibit Description
------- -----------
4.1 2000 Omnibus Securities Plan for Internet Venture
Group, Inc. (the "Plan") (filed herewith)
4.2 Form of Incentive Stock Option Agreement relating to
options granted under the Plan (filed herewith)
4.3 Form of Non Qualified Stock Option Agreement relating
to options granted under the Plan (filed herewith)
4.4 Form of Restricted Stock Award relating to restricted
stock granted under the Plan (filed herewith)
5.1 Opinion of Gibson-Gruenert, L.L.P. (filed herewith)
23.1 Consent of Gibson-Gruenert, L.L.P. (included in their
opinion filed as Exhibit 5.1) (filed herewith)
23.2 Consent of Michael Johnson & Co., LLC (filed
herewith)
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; (ii) to reflect in the prospectus any facts or
events which, individually or together, represent a fundamental change
in the information set forth in the registration statement; (iii) to
include any additional or changed material information on the plan of
distribution; provided, however, that clauses (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
2. For determining liability under the Securities Act, to
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. To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
[SIGNATURE PAGE FOLLOWS]
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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 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 Houston, Texas, on October 26, 2000.
INTERNET VENTURE GROUP, INC.
By: /s/ Elorian Landers
-----------------------------------------
Elorian Landers
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons and in the
capacities indicated on April 6, 2000.
SIGNATURE TITLE
--------- -----
/s/ Eden Kim Chairman of the Board, Director and Secretary
-------------------------
Eden Kim
/s/ Elorian Landers Chief Executive Officer, President
------------------------- and Director (PRINCIPAL EXECUTIVE OFFICER AND
Elorian Landers PRINCIPAL ACCOUNTING OFFICER)
/s/ Thomas McCrimmon Director
-------------------------
Thomas McCrimmon
/s/ Eduardo Orillac Director
-------------------------
Eduardo Orillac
/s/ Thomas G. Gruenert Director
-------------------------
Thomas G. Gruenert
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EXHIBIT INDEX
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Exhibit Description
------- -----------
4.1 2000 Omnibus Securities Plan for Internet Venture
Group, Inc. (the "Plan") (filed herewith)
4.2 Form of Incentive Stock Option Agreement relating to
options granted under the Plan (filed herewith)
4.3 Form of Non Qualified Stock Option Agreement relating
to options granted under the Plan (filed herewith)
4.4 Form of Restricted Stock Award relating to restricted
stock granted under the Plan (filed herewith)
5.1 Opinion of Gibson-Gruenert, L.L.P. (filed herewith)
23.1 Consent of Gibson-Gruenert, L.L.P. (included in their
opinion filed as Exhibit 5.1) (filed herewith)
23.2 Consent of Michael Johnson & Co., LLC (filed
herewith)
