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As filed with the Securities and Exchange Commission on August 4, 2000.
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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eVENTURES GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 75-2233445
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
300 CRESCENT COURT, SUITE 800
DALLAS, TEXAS 75201
(Address, Including Zip Code, of Registrant's
Principal Executive Offices)
eVENTURES GROUP, INC. 1999 OMNIBUS SECURITIES PLAN
NONQUALIFIED STOCK OPTION AGREEMENTS, EFFECTIVE APRIL 4, 2000
AND APRIL 17, 2000,
BETWEEN eVENTURES GROUP, INC. AND VARIOUS EMPLOYEES
(Full Title of the Plans)
STUART J. CHASANOFF
SENIOR VICE PRESIDENT,
CORPORATE DEVELOPMENT AND LEGAL AFFAIRS
300 CRESCENT COURT, SUITE 800
DALLAS, TEXAS 75201
(214) 777-4100
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent for Service)
A copy of all communications, including all communications sent to agent for
service, should be sent to:
MICHAEL A. SASLAW
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
--------------------- ------------------- --------------------- ----------------------- -------------------
<S> <C> <C> <C> <C>
common stock,
$0.00002 Par Value 16,469,928 Shares $28.50 $328,259,903 $86,661
</TABLE>
(1) Of the shares of common stock being registered hereby, 6,976,928
shares relate to the shares issuable upon exercise of stock options,
restricted stock awards, unrestricted stock awards, performance stock
awards, dividend equivalent rights and/or stock appreciation rights
granted under the eVentures Group, Inc. 1999 Omnibus Securities Plan,
9,293,000 shares relate to the shares issuable upon exercise of stock
options granted under the Nonqualified Stock Option Agreements,
effective April 4, 2000, between eVentures Group, Inc. and each of Max
Auge, Atomizer G. Barlow, Susan Blaine, Chad E. Coben, Sidney Anne
Cothrum, Olaf Guerrand-Hermes, Jeffrey A. Marcus, Thomas P. McMillin,
Karene Ogle, Beau Paradowski, Leanne Redding, Joyce Ryan, Deborah
Streufert, Ambrey Tripp, Daniel J. Wilson and Barrett N. Wissman, and
200,000 shares relate to the shares issuable upon exercise of stock
options granted under the Nonqualified Stock Option Agreement,
effective April 17, 2000, between eVentures and Susan C. Holliday.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c) and (h)under the Securities Act of 1933, as amended, the
Proposed Maximum Aggregate Offering Price Per Share is based upon
o the average of the bid and asked price of the common
stock on August 1, 2000 ($13.56) with respect to
2,822,265 shares,
o the actual price at which 4,154,663 options may be
exercised (prices ranging from $2.50 per share to
$28.50 per share),
o the actual price at which 9,293,000 options may be
exercised ($23.00 per share), and
o the actual price at which 200,000 options may be
exercised ($18.00 per share).
================================================================================
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EXPLANATORY NOTE
We have prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended, to
register its common stock, par value $0.00002 per share, issuable pursuant to
the Plan and the Agreements.
Under cover of this Form S-8 is a reoffer prospectus prepared in
accordance with Part I of Form S-3 under the Securities Act and pursuant to
General Instruction C to Form S-8. The reoffer prospectus may be used for
reoffers and resales resold on a continuous or delayed basis in the future of
up to an aggregate of 16,469,928 shares of common stock which have been issued,
or are issuable upon the exercise of options granted under the Plan or the
Agreements which may constitute "control securities" and/or "restricted
securities".
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
We will send or give the documents containing the information
specified in Part I of Form S-8 to employees as specified by Securities and
Exchange Commission Rule 428(b)(1) under the Securities Act. We do not need to
file these documents with the Commission either as part of this Registration
Statement or as reoffer prospectuses or reoffer prospectus supplements under
Rule 424 of the Securities Act.
<PAGE> 4
REOFFER PROSPECTUS
12,125,000 Shares
eVENTURES GROUP, INC.
COMMON STOCK
This prospectus relates to 12,125,000 of our shares of common stock
that may be sold from time to time by the selling stockholders named in this
prospectus.
We will not receive any of the proceeds from the sale of the shares of
common stock offered by this prospectus.
The selling stockholders and any agents or broker-dealers that
participate with the selling stockholders in the distribution of the shares of
common stock may be considered "underwriters" within the meaning of the
Securities Act of 1933, and, in that event, any commissions received by them
and any profit on the resale of the shares may be considered underwriting
commissions or discounts under the Securities Act.
Our common stock is traded on OTC Bulletin Board under the symbol
"EVNT." On August 1, 2000, the last sale price of our common stock was $13.125
per share.
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CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS
PROSPECTUS.
Neither the Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
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Prospectus dated August 4, 2000
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OUR COMPANY
We are an Internet communications holding Company that provides a
range of services including voice, Internet, data, fax, e-mail and video
transmission through its consolidated subsidiaries and affiliated companies.
Our strategy is to develop and operate our majority-owned subsidiaries, and to
make acquisitions of and take strategic positions in other Internet and
communications companies that provide services and/or products that complement
our core businesses. Our strategy envisions and promotes opportunities for
synergistic business relationships among the Internet and communications
companies that we own or invest in.
We operate in one business segment, the provision of communications
services over a network which uses communications technologies that allow for
the simultaneous high speed, large scale transmission of voice, video and data.
In connection with our reorganization in September and October 1999,
we acquired the common stock of e.Volve Technology Group, Inc. owned by IEO
Holdings Limited and Infinity Investors Limited and the stock of AxisTel
Communications, Inc. owned by IEO Holdings Limited. We also acquired a minority
interest in i2v2.com, Inc., owned by IEO Holdings Limited, all of the shares of
e.Volve common stock not owned by IEO Holdings Limited and Infinity Investors
Limited, and all of the shares of AxisTel stock not owned by IEO Holdings
Limited. As a result of our reorganization, Infinity Investors Limited and the
stockholders of IEO Holdings Limited, which are IEO Investments Limited and
Infinity Emerging Subsidiary Limited (all of these entities are collectively
referred to as the "Infinity Entities") owned 28,500,000 shares of our common
stock, representing 66.7% of the then outstanding shares of our common stock,
and became our controlling stockholders. The Infinity Entities are investment
funds controlled by affiliates of Barrett Wissman, one of our Directors and our
President and former Chief Executive Officer, and Clark Hunt, one of our
Directors.
As a result of our reorganization we became a holding company with two
wholly-owned operating subsidiaries, e.Volve and AxisTel, a minority interest
in i2v2.com, Inc., and a 50% interest in Innovative Calling Technologies, LLC.
We have since made minority investments in five additional companies; Fonbox
Inc., Televant, Inc., ORB Communications and Marketing, Inc., Spydre Labs LLC
and LC39 Venture Group LLC and have acquired Internet Global Services, Inc.
Because we are a holding company, we rely entirely on the business performance
of our operating subsidiaries.
We were originally incorporated in 1987 as "Adina, Inc." We allowed
our corporation existence to lapse in February 1996 and were subsequently
reinstated as "eVentures Group, Inc." in August 1999.
The address and telephone number of our principal executive offices
are 300 Crescent Court, Suite 800, Dallas, Texas 75201, (214) 777-4100.
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RISK FACTORS
An investment in our common stock involves a high degree of risk.
Before purchasing our common stock, you should carefully consider the risks
described below in addition to the other information in this prospectus. If we
do not successfully address any of the risks described below, we could
experience a material adverse effect on our business, results of operations and
financial condition and our share price may decline. We cannot assure you that
we will successfully address any of these risks.
RISK FACTORS RELATED TO OUR BUSINESS
WE HAVE NEVER MADE A PROFIT AND MAY NEVER GENERATE A PROFIT
We have incurred operating losses of $3.3 million and $15.5 million
for the fiscal year ended June 30, 1999 and the nine months ended March 31,
2000, respectively, and had an accumulated deficit of $37.1 million as of March
31, 2000. We may continue to incur operating losses in the future while we
expand and build our business. If these operating losses continue, we may not
have enough money to grow our business or execute our strategy.
WE HAVE A LIMITED OPERATING HISTORY
Although we have been in existence since 1987, our business operations
were immaterial before our reorganization. We have had no material assets or
operations, except for the interests in AxisTel, e.Volve, Innovative Calling
Technologies and PhoneFree.com obtained in the reorganization, the November
1999 and January 2000 investments in Fonbox, the January 2000 investment in
Launch Center 39, the February 2000 investment in Callrewards, the March 2000
acquisition of Internet Global Services, Inc., the May 2000 follow-on
investment in PhoneFree.com, and the June 2000 investment in Orb Communications
& Marketing, Inc. All of these companies were recently formed and have limited
operating histories.
OUR SUCCESS DEPENDS ON OUR IMPLEMENTATION OF AN UNPROVEN BUSINESS MODEL
Our Econet strategy is a relatively new and unproven strategy. We may
not be able to accurately predict the effects of synergies among our
subsidiaries and affiliates, and we may not be able to maximize the synergies
that do exist. Creating an Econet can be difficult because our degree of
influence over the businesses of wholly or majority owned subsidiaries is much
stronger than our influence over affiliates that are not majority owned, and we
may not be able to structure appropriate strategic relationships due to this
potential conflict of interest. Furthermore, our network business is based
primarily on our ability to provide services to other communications providers.
If we cannot implement those relationships, we will have to develop other
distribution channels for our services, which could prove difficult or
impossible.
WE NEED TO GENERATE REVENUES FROM ALL PARTS OF OUR ECONET
Currently we generate revenues only from the network businesses part of
our Econet. Our Econet strategy will not succeed unless we can generate
significant revenues from enabling technologies, network user interfaces,
support services and accelerators or incubators that are the other parts of our
Econet strategy.
WE DEPEND ON TWO SUPPLIERS AND ONE PRINCIPAL CUSTOMER
We depend on a select group of suppliers and customers. If we cannot
maintain these relationships on favorable terms, or if these relationships
terminate, we would have to enter into new relationships. We may not be able to
replace any of our suppliers or customers on reasonable terms, if at all. Our
two principal suppliers are Maxcom Telecommunications, SACV and Avantel SA and
our principal customer is Qwest Communications, Inc. Our customers may
discontinue their use of our services at any time, and without notice.
Therefore, in any given quarter, we would lose a significant amount of revenue
if we were to lose a major customer. For example, since a majority of our
business is dependent on Qwest, we would suffer adverse financial consequences
should we lose our business with
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Qwest. If we cannot replace these important relationships, we could lose
business, which may adversely affect our revenues. Even if we replace any
relationships or enter into new relationships, these new relationships may have
terms that are not as favorable to us.
These other parties may not regard their relationship with us as
important to their business. Therefore, they could elect to terminate their
relationship with us in the future or develop competitive services and have no
further need of our services.
WE WILL NOT CONTROL SOME OF THE COMPANIES IN WHICH WE INVEST
We hold approximately 22% of the outstanding stock of PhoneFree.com,
31% of the outstanding equity interests in Fonbox, 30% of Callrewards, 50% of
Innovative Calling Technologies, 29% of ORB Communications, 5% of Spydre Labs
and 2% of Launch Center 39. We do not control the management or policies of
these companies. Although we have representation on the board of directors of
PhoneFree.com, Fonbox, Innovative Calling Technologies and Callrewards, no
assurance can be given that our representatives will be able to influence their
future directions in a manner which results in increased value to us through
achieving operating synergies or from our minority ownership interests.
WE MAY NOT BE ABLE TO OBTAIN FINANCING FOR OUR CAPITAL NEEDS
Unless we are able to generate cash from operations or raise capital
from outside investors, we may exhaust our existing cash resources for capital
expenditures, investments and working capital within twelve months. Even if we
do generate cash from operations and/or raise additional capital, we may not
have enough cash to continue operations, primarily because, due to our limited
operating history and the nature of the Internet industry, our future capital
needs are difficult to predict. In any event, we may require additional capital
to fund any of the following:
o continued operating losses;
o sales, marketing and advertising;
o maintenance and expansion;
o research and development;
o unanticipated opportunities;
o strategic investments; and
o strategic alliances.
We cannot assure you that adequate levels of additional financing will
be available at all or on acceptable terms. Any additional financing could
involve the issuance of securities with rights superior to those of our common
stockholders. The issuance of additional securities could also result in
significant dilution to our existing stockholders. If we are unable to raise
additional capital, our growth and development could be impeded. If we do not
have sufficient capital, we may not be able to take advantage of growth
opportunities, respond to competitive pressures or pursue our business
strategy.
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WE MAY NOT HAVE OPPORTUNITIES TO ACQUIRE INTERESTS IN ADDITIONAL COMPANIES
We may be unable to identify companies that complement our Econet
strategy of acquiring or taking strategic minority positions in other Internet
and communications companies. If we cannot acquire interests in attractive
companies, our strategy to build a collaborative network of partner companies
may not succeed.
OUR SUCCESS DEPENDS ON OUR MANAGEMENT OF GROWTH AND OUR INTEGRATION OF THE
BUSINESSES WE ACQUIRE
We are a new company formed by the combination of three separate and
distinct businesses with separate and distinct management teams: AxisTel,
e.Volve and iGlobal. We are faced with significant integration issues with
respect to these businesses and their management teams. We may not be
successful in integrating these management teams, and we may not be able to
hire and retain the quality of personnel we need to sustain our business. To
the extent that we continue to grow internally or through strategic alliances,
we will be faced with many risks, including risks associated with the
establishment of new operations, Websites and personnel; the diversion of
resources from our existing businesses; and our management's ability to manage
increased traffic on our networks.
The reorganization has resulted in significant growth of our
operations. This growth has and will continue to place a significant strain on
our managerial, operational and financial resources. This strain will only
increase as we continue to implement our strategy of creating a communications
Econet. To manage this growth, we will be required to implement and improve our
operating and financial systems and controls, and to expand, train and manage
our employee base. We will be dependent upon our management to assume and
perform the management functions formerly performed by management of each of
the parties to the reorganization. To the extent that our management is unable
to assume or perform these combined duties, our business, results of operations
and financial condition could be adversely affected. There can be no assurance
that the management, systems and controls currently in place or any steps taken
to improve such management, systems and controls will be adequate in the
future. In addition, the integration of the acquired entities and their
operations will require our management to make and implement a number of
strategic and operational decisions. The timing and manner of the
implementation of these decisions will materially impact our business
operations.
RISK FACTORS RELATED TO OUR INDUSTRY
OUR BUSINESS MAY BE IMPEDED BY PROPOSED GOVERNMENTAL REGULATIONS REGARDING THE
INTERNET
The legal and regulatory environment that pertains to the Internet is
uncertain and is changing rapidly as the use of the Internet increases. For
example, in the United States, the Federal Communications Commission is
considering whether to impose surcharges or additional regulations upon certain
providers of Internet Protocol telephony.
In addition, regulatory treatment of Internet Protocol telephony
outside the United States varies from country to country. There can be no
assurance that there will not be interruptions in Internet Protocol telephony
in these and other foreign countries or that we will be able to return to the
level of service we had in each of these countries prior to any interruptions.
New regulations could increase our costs of doing business and prevent
us from delivering our products and services over the Internet, which could
adversely affect our customer base and our revenue. The growth of the Internet
may also be significantly slowed. In addition to new regulations being adopted,
existing laws may be applied to the Internet.
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WE MUST RECRUIT AND RETAIN KEY MANAGEMENT AND TECHNICAL PERSONNEL TO BE
COMPETITIVE
Our success depends to a significant extent on the continued
contributions, experience and knowledge of our senior management team and key
technical and marketing personnel. In particular, we must retain and recruit
new senior management personnel who are familiar with Internet telephony and
Internet Protocol and Asynchronous Transfer Mode technology. Our success also
depends upon our ability to identify, attract, hire, train, retain and motivate
highly skilled technical, managerial, sales and marketing personnel both at the
holding eVentures and for our subsidiaries. Competition for these types of
personnel is intense. No assurance can be given that we will be able to
successfully attract, assimilate or retain a sufficient number of qualified
personnel. If we cannot attract and retain these key personnel, we may not be
able to effectively operate our business or oversee our investments, which
could impair our ability to create value for our stockholders and other
investors.
WE MUST SUCCESSFULLY ADAPT TO EVOLVING TECHNOLOGY TRENDS AND INDUSTRY STANDARDS
Our success depends upon our ability to develop and provide new
services that meet our customers' changing requirements. The Internet service
industry has been characterized by significant technological changes, frequent
new system and product enhancements, evolving industry standards and changes in
customer needs that have had and will continue to have a significant impact on
the industry and industry participants. While the communications industry has
moved at a relatively moderate pace, we believe that most carriers are adopting
new technologies and that the communications industry will take on
characteristics similar to the Internet service industry in the near future.
New technologies and standards could render our existing systems obsolete and
ultimately result in lost revenues. If we fail to anticipate and adapt to
technological changes and evolving industry standards, we will not be able to
grow our share of the market for Internet communications services, including
Internet Protocol telephony, and our revenues will fall. Our future success
will depend, in part, on our ability to effectively use leading technologies,
continue to develop our Internet Protocol and Asynchronous Transfer Mode
technology, expertise, enhance our current and planned services, develop and
implement new services that meet changing customer needs, anticipate changes
and influence and respond to emerging industry standards and other
technological changes on a timely and cost effective basis.
WE MUST SUCCESSFULLY COUNTER STRONG COMPETITION FROM ANTICIPATED AND UNFORESEEN
COMPETITORS
We believe that the primary competitive factors in providing
communication products and services via the Internet include name recognition,
variety of value-added products and services, ease of use, pricing, quality of
service, availability of customer support, reliability, technical expertise and
experience. Our failure to compete successfully could have a material adverse
effect on our business, results of operations and financial condition. Many of
our potential competitors in the Internet and communication businesses have
longer operating histories, significantly greater financial, technical and
marketing resources, greater name recognition and larger existing customer
bases than we do. Our competitors fall into three major categories:
o Relatively new Internet-focused companies which are
establishing Econets, such as CMGI, Inc., Internet Capital
Group, Rare Medium Group, idealab, eCompanies and Divine
Interventures;
o More traditional telecommunications companies and
long-distance providers, such as British Telecom, Deutsche
Telecom, MCI Worldcom, Level 3 and Qwest Communications; and
o Internet Telephony Service Providers, such as AT&T
Clearinghouse, GRIC Communications, IXC Communications,
Net2Phone, deltathree.com and PhoneFree.com.
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These competitors may be able to respond more quickly to new or
emerging technologies and changes in customer requirements and devote greater
resources to the development, promotion and sale of their products or services.
Additionally, since our Econet strategy envisions acquisitions and
investments as an ongoing component, competition for acquisition and investment
opportunities presents a substantial risk. We cannot be certain that enough
attractive companies exist, that if they exist they will come to our attention,
or that, if they come to our attention, one of our competitors will not seize
the opportunity and prevent us from completing a transaction. If we cannot
effectively compete in the market for acquisitions and venture capital
investments we may not be able to execute our Econet strategy.
OUR INTERNATIONAL OPERATIONS EXPOSE US TO FLUCTUATIONS IN FOREIGN CURRENCIES
AND POLITICAL INSTABILITY
We intend to build on our current relationships in Syria, Mexico,
India, Sri Lanka and other countries and to expand our existing operations
outside of the United States. International operations are subject to inherent
risks, including:
o potentially weaker protection of intellectual property
rights;
o political instability;
o unexpected changes in regulations and tariffs;
o varying tax consequences; and
o fluctuations in exchange rates.
In particular, because our agreements with our Mexican suppliers are
denominated in Mexican pesos, we may be exposed to fluctuations in the Mexican
peso, as well as to downturns in the Mexican economy, all of which may
adversely affect our profitability.
WE ARE SUBJECT TO DOWNWARD PRICING PRESSURES AND A CONTINUING NEED TO
RENEGOTIATE OVERSEAS RATES WHICH COULD DELAY OR PREVENT OUR PROFITABILITY
As a result of numerous factors, including increased competition and
global deregulation of telecommunications services, prices for international
long distance calls have been decreasing. This downward trend of prices to
end-users has caused us to lower the prices we charge communications service
providers for call completion on our network. If this downward pricing pressure
continues, we cannot assure you that we will be able to offer Internet Protocol
telephony services at costs that are lower than the costs of traditional voice
network services with which we compete. Moreover, in order for us to lower our
prices, we have to renegotiate rates with our overseas local service providers
who complete calls for us. We may not be able to renegotiate these terms
favorably enough, or fast enough, to allow us to continue to offer services in
a particular country would have a material adverse effect on our ability to
operate our network and business profitably.
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IF THE INTERNET DOES NOT CONTINUE TO GROW AS A MEDIUM FOR COMMUNICATIONS, OUR
BUSINESS WILL SUFFER
The technology that allows communications over the Internet is still
in its early stages of development. Historically, the sound quality of Internet
calls was poor. However, as the industry has grown, sound quality has improved,
but the technology requires continual refinement. Additionally, the Internet's
capacity constraints may impede the acceptance of Internet Protocol telephony.
Callers could experience delays, errors in transmissions or other interruptions
in service. Placing telephone calls over the Internet must also be accepted as
an alternative to traditional telephone service. Since the Internet Protocol
telephony market is new and evolving, predicting the size of this market and
its growth rate is difficult. If our market fails to develop, then we will be
unable to grow our customer base and our opportunity for profitability will be
harmed.
OUR COMPUTER SYSTEMS AND OPERATIONS MAY BE VULNERABLE TO SECURITY BREACHES
Our computer infrastructure is potentially vulnerable to physical or
electronic computer viruses, break-ins and similar disruptive problems and
security breaches which could cause interruptions, delays or loss of services
to our users. We believe that the secure transmission of confidential
information over the Internet, such as credit card numbers, is essential in
maintaining user confidence in our services. We rely on licensed encryption and
authentication technology to effect secure transmission of confidential
information, including credit card numbers. It is possible that advances in
computer capabilities, new technologies or other developments could result in a
compromise or breach of the technology we use to protect user transaction data.
A party that is able to circumvent our security systems could misappropriate
proprietary information or cause interruptions in our operations. Security
breaches also could damage our reputation and expose us to a risk of loss or
litigation and possible liability. As of this date, we have not experienced
security breaches of which we are aware. However, we cannot guarantee you that
our security measures will prevent security breaches in the future.
OUR NETWORK MAY NOT BE ABLE TO ACCOMMODATE OUR CAPACITY NEEDS
We expect the volume of traffic we carry over our network to increase
significantly as we expand our operations and service offerings. Our network
may not be able to accommodate this additional volume. In order to ensure that
we are able to handle additional traffic, we may have to enter into long-term
agreements for leased capacity. To the extent that we overestimate our capacity
needs, we may be obligated to pay for more transmission capacity than we
actually use, resulting in costs without corresponding revenues. Conversely, if
we underestimate our capacity needs, we may be required to obtain additional
transmission capacity from more expensive sources. If we are unable to maintain
sufficient capacity to meet the needs of our users, our reputation could be
damaged and we could lose users.
WE FACE A RISK OF FAILURE OF COMPUTER AND COMMUNICATIONS SYSTEMS USED IN OUR
BUSINESS
Our business depends on the efficient and uninterrupted operation of
our computer and communications systems as well as those that connect to our
network. We maintain communications systems in Jersey City, New Jersey, Kansas
City, Kansas, Miami, Florida, Dallas, Texas and Mexico City, Mexico. Our
systems and those that connect to our network are subject to disruption from
natural disasters or other sources of power loss, communications failure,
hardware or software malfunction, network failures and other events both within
and beyond our control. Any system interruptions that cause our services to be
unavailable, including significant or lengthy telephone network failures or
difficulties for users in communicating through our network or portal, could
damage our reputation and result in a loss of users.
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RISK FACTORS RELATED TO OUR COMMON STOCK
OUR COMMON STOCK HAS A LIMITED TRADING HISTORY AND AN ILLIQUID MARKET
There has only been a limited public market for our common stock. We
cannot predict the extent to which an active trading market will develop or how
liquid that market might become. Due to these potential issues, it may be
difficult for you to resell your stock at or above the price at which you
purchased it.
THE INFINITY ENTITIES OWN A MAJORITY OF OUR COMMON STOCK AND MAY HAVE PLANS FOR
eVENTURES THAT MAY BE DIFFERENT FROM THOSE OF OTHER HOLDERS OF OUR STOCK
The Infinity Entities own a majority of our shares of capital stock.
The Infinity Entities, therefore, may exercise significant control over our
business, policies and affairs and, in general, determine the outcome of any
corporate transaction or other matters submitted to the stockholders for
approval, all in a manner that could conflict with the interests of other
stockholders.
SHARES OF OUR COMMON STOCK ELIGIBLE FOR FUTURE SALE MAY DECREASE THE PRICE OF
OUR COMMON STOCK
As of July 31, 2000, we had a total of 64,999,932 shares of common
stock eligible for future sale, consisting of:
o 50,159,066 shares of restricted common stock outstanding;
o 326,087 shares of common stock issuable upon conversion of
our Series B convertible preferred stock;
o 869,832 shares of common stock issuable upon conversion of
our Series C convertible preferred stock;
o 141,210 shares of common stock issuable upon the exercise of
warrants; and
o 13,503,737 shares of common stock issuable upon the exercise
of stock options.
We currently have 1,830,610 shares of freely tradeable common stock.
Of the outstanding shares of common stock and shares issuable upon conversion
of our preferred stock, warrants or exercise of our stock options, which are
not freely tradeable, 43,627,253 shares of our common stock are subject to a
lock-up agreement under our registration rights agreement dated September 22,
1999 that expires on September 23, 2001. The resale restrictions governing the
remaining 6,531,813 outstanding shares of our common stock and all of the
shares of our common stock issuable upon conversion of our preferred stock
expire at various times between November 2000 and June 2001. If our
stockholders sell substantial amounts of their common stock in the public
market, including shares issued upon the conversion of convertible preferred
stock or the exercise of outstanding options, then the market price of our
common stock could fall.
The holders of shares received in the reorganization and the September
1999 private placement of our common and preferred stock have agreed not to
sell in the public market any of our shares for two years after the
reorganization without the prior written consent of the Infinity Entities.
These Infinity Entities may, in their discretion, release all or any portion of
the securities subject to the lock-up agreements.
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OUR RIGHT TO ISSUE PREFERRED STOCK AND ANTI-TAKEOVER PROVISIONS UNDER DELAWARE
LAW COULD MAKE AN ACQUISITION BY A THIRD PARTY DIFFICULT
Our certificate of incorporation provides that our board of directors
may issue preferred stock without stockholder approval. The issuance of
preferred stock could make it more difficult for a third-party to acquire us
without the approval of its board. Additionally, Delaware corporate law imposes
certain restrictions on corporate control transactions that could make it more
difficult for a third-party to acquire us without the approval of our board.
OUR STOCK PRICE IS HIGHLY VOLATILE
The market price for our common stock has been highly volatile and is
likely to continue to be highly volatile. The trading prices of many technology
and Internet-related stocks, including ours, have experienced significant price
and volume fluctuations in recent months. These fluctuations often have been
unrelated or disproportionate to the operating performance of these companies.
Any negative change in the public's perception of the prospects of Internet or
communications companies could depress our stock price regardless of our
results.
In the past, companies in our industry have been the subject of class
action litigation by investors following periods of volatility in the price of
their publicly traded securities. We will incur substantial legal costs if the
market value of our common stock experiences adverse fluctuations and we become
the subject of similar litigation which may further affect the price of our
common stock.
FORWARD LOOKING STATEMENTS
This prospectus contains forward looking-statements, as that term is
defined in the Private Securities Litigation Reform Act of 1995, that address,
among other things: our strategy; the anticipated development of the Internet
and Communications markets; and our technological advancement. These statements
may be found in the sections of this prospectus entitled "Our Company" and
"Risk Factors," and in this prospectus generally. Our actual results could
differ materially from those anticipated in these forward-looking statements as
a result of various factors, including all the risks discussed in "Risk
Factors" and elsewhere in this prospectus.
9
<PAGE> 14
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock. All of the shares of common stock being offered are beneficially owned
by the selling stockholders named in this prospectus.
SELLING STOCKHOLDERS
The shares of common stock offered by this prospectus are beneficially
owned, as of the date of this prospectus, by the selling stockholders
identified below.
The following table provides the names of, and the number of shares of
common stock being sold by, each selling stockholder as of the date of this
offering. Since the selling stockholders may sell all, some or none of their
shares of common stock, no estimate can be made of the aggregate number of
shares of common stock that are to be offered by this prospectus or that will
be owned for the direct or indirect account of each selling stockholder upon
completion of the offering to which this prospectus relates. The selling
stockholders may offer their shares of common stock for sale from time to time.
See "Plan of Distribution."
Each selling stockholder listed herein shall include any donee,
pledgee, transferee, or other successors in interest that receives common stock
from the selling stockholder as a gift, distribution or in other non-sale
transfers, from time to time.
<TABLE>
<CAPTION>
Percentage
Common ownership after
Common stock Common stock stock owned completion of
owned prior covered by this after the the offering
Name and Position of Selling Stockholder to offering(1) prospectus(2) offering(3) if over 1%(4)
-------------------------------------------- -------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C>
Mitchell A. Arthur, Managing Director of 1,960,000 425,000 1,535,000 3.1%
Communications Holdings
Chad E. Coben - Senior Vice President, 570,000 510,000 60,000
Corporate Development
Stuart C. Chasanoff - Senior Vice President, 557,500 500,000 57,500
Corporate Development and Legal Affairs
Olaf Guerrand-Hermes - Senior Vice President, 1,001,000 1,000,000 1,000
Corporate Development
</TABLE>
----------
(1) For each selling stockholder this includes (i) shares of our common
stock owned as of July 31, 2000, (ii) shares of our common stock
underlying options which are exercisable within 60 days of July 31,
2000, and (iii) shares of our common stock underlying options which
are exercisable at any time after 60 days from July 31, 2000.
(2) Represents the number of shares underlying options granted under 1999
Omnibus Securities Plan and/or Nonqualified Stock Option Agreements.
(3) Assumes the sale of all shares eligible to be sold.
(4) Assumes the exercise of all stock options and 50,159,066 shares of
common stock outstanding.
10
<PAGE> 15
<TABLE>
<CAPTION>
Percentage
Common ownership after
Common stock Common stock stock owned completion of
owned prior covered by this after the the offering
Name and Position of Selling Stockholder to offering(1) prospectus(2) offering(3) if over 1%(4)
--------------------------------------------- -------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C>
Mark Graham - Director(5) 100,000 100,000 -0-
Susan C. Holliday - Senior Vice President, 214,800 200,000 14,800
Accounting and Administration
Jan Robert Horsfall - Director 250,000 250,000 -0-
Clark K. Hunt - Director(6) 135,000 100,000 35,000
David Leuschen - Director 300,000 100,000 200,000
Samuel Litwin - Managing Director of 1,830,000 425,000 1,405,000 2.9%
Communications Holdings
Jeffrey A. Marcus - Director, Chairman 4,414,800 3,910,000 504,800 1.0%
and Chief Executive Officer
Thomas P. McMillin - Executive Vice President 1,561,000 1,360,000 201,000
John Stevens Robling, Jr. - Vice President and 545,000 425,000 120,000
Chief Financial Officer
Stuart Subotnick - Director 350,000 100,000 250,000
Daniel J. Wilson - Senior Vice President, 1,140,000 1,020,000 120,000
Corporate Development
Barrett N. Wissman - Director, President and 1,500,000 1,500,000 -0-
former Chief Executive Officer(7)
Fred Vierra - Director, Vice Chairman(8) 225,000 200,000 25,000
</TABLE>
----------
(5) Does not include 361,000 shares of common stock owned indirectly by
Mr. Graham. Mr. Graham disclaims beneficial ownership of the 361,000
shares of common stock except to the extent of his pecuniary interest
in those shares.
(6) Does not include 28,521,000 shares of common stock owned indirectly by
Mr. Hunt. Mr. Hunt disclaims beneficial ownership of the 28,521,000
shares of common stock except to the extent of his pecuniary interest
in those shares.
(7) Does not include 19,769,800 shares of common stock owned indirectly by
Mr. Wissman. Mr. Wissman disclaims beneficial ownership of the
19,769,800 shares of common stock except to the extent of his
pecuniary interest in those shares.
(8) 25,000 shares of common stock are owned by Mr. Vierra and his wife as
joint tenants.
11
<PAGE> 16
PLAN OF DISTRIBUTION
We have been advised that the selling stockholders, including their
donees, pledgees, transferees or other successors in interest, may effect sales
of their shares of common stock directly, or indirectly by or through
underwriters, agents or broker-dealers, and that their shares of common stock
may be sold by one or a combination of several of the following methods:
o ordinary brokerage transactions;
o an underwritten public offering in which one or more
underwriters participate;
o through put or call options transactions or hedging
transactions relating to the common stock;
o through short sales;
o purchases by a broker-dealer as principal and resale by that
broker-dealer for its own account;
o in "block" sale transactions; and
o in privately negotiated transactions.
The common stock will be sold at prices and on terms then prevailing
in the market, at prices related to the then-current market price of the common
stock, or at negotiated prices. At the time that a particular offer is made, a
prospectus supplement, if required, will be distributed that describes the name
or names of underwriters, agents or broker-dealers, any discounts, commissions
and other terms constituting selling compensation and any other required
information. Moreover, in effecting sales, broker-dealers engaged by any
selling stockholder and/or the purchasers of the common stock may arrange for
other broker-dealers to participate in the sale process. Broker-dealers will
receive discounts or commissions from the selling stockholders and/or the
purchasers of the common stock in amounts that be negotiated prior to the time
of sale. Sales will be made only through broker-dealers properly registered in
a subject jurisdiction or in transactions exempt from registration. Any of
these underwriters, broker-dealers or agents may perform services for us or our
affiliates in the ordinary course of business. We have not been advised of any
definitive selling arrangement at the date of this prospectus between any
selling stockholder and any underwriter, broker-dealer or agent.
Selling stockholders also may resell all or a portion of their shares
of common stock in open market transactions in reliance upon Rule 144 of the
Securities Act, provided that they meet the criteria and conform to the
requirements of such rule.
When common stock is to be sold to underwriters, unless otherwise
described in the applicable prospectus supplement, the obligations of the
underwriters to purchase the shares of common stock will be subject to
conditions precedent but the underwriters will be obligated to purchase all of
the shares of common stock if any are purchased. The common stock will be
acquired by the underwriters for their own account and may be resold by the
underwriters, either directly to the public or to securities dealers, from time
to time in one or more transactions, including negotiated transactions. These
sales can occur either at fixed public offering prices or at varying prices
determined at the time of sale. The initial public offering price, if any, and
any concessions allowed or reallowed to dealers, may be changed from time to
time. Those underwriters may be entitled, under agreements with us, to
indemnification from us against
12
<PAGE> 17
certain civil liabilities, including liabilities under the Securities Act, or
to contribution by us to payments that they may be required to make in respect
of those civil liabilities.
Any broker or dealer participating in any distribution of common stock
in connection with the offering made by this prospectus may be considered to be
an "underwriter" within the meaning of the Securities Act and may be required
to deliver a copy of this prospectus, including a prospectus supplement, if
required, to any person who purchases any of the common stock from or through
that broker or dealer.
We will not receive any of the proceeds from sales of the shares of
common stock by the selling stockholders. We have agreed to pay for the costs
of registering the common stock under the Securities Act, including the
registration fee under the Securities Act, reasonable fees and disbursements of
our counsel, accounting fees and printing fees. The selling stockholders will
bear all other expenses in connection with this offering, including brokerage
commissions.
LEGAL MATTERS
The validity of the shares of common stock being offered by this
prospectus will be passed upon for us by Weil, Gotshal & Manges LLP, Dallas,
Texas.
EXPERTS
BDO Seidman LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Registration Statement on Form
10, as amended, for the year ended June 30, 1999, as set forth in their report,
which is incorporated by reference in this prospectus and in the registration
statement. Our financial statements are incorporated by reference in reliance on
such firm's report given on their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Commission a registration statement on Form S-8
under the Securities Act with respect to this offering of our common stock.
This prospectus does not contain all of the information contained in the
registration statement. Statements made in this prospectus as to the contents
of any contract, agreement or other document are necessarily summaries of these
documents and are qualified in their entirety by reference to each such
contract, agreement or other document which is filed as an exhibit to the
registration statement. You may read and copy the registration statement,
including the exhibits and schedules thereto, and any document we file with the
Commission without charge at the Commission's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549 or on the Commission's web site at
www.sec.gov. Copies of such material may be obtained by mail from the Public
Reference Branch of the Commission at such address, at prescribed rates. Please
call the Commission at 1-800-SEC-0330 for further information on the public
reference room.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, fulfill the obligations with respect to such
requirements by filing reports with the Commission. A copy of each report
submitted in accordance with applicable United States law is available for
public review at our principal executive offices or on the Commission's web
site at www.sec.gov.
13
<PAGE> 18
DOCUMENTS INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" information
into this reoffer prospectus. This means that we can disclose important
information to you by referring you to another document filed by us with the
Commission. Information incorporated by reference is deemed to be part of this
reoffer prospectus, except for any information superseded by this reoffer
prospectus.
The following documents are incorporated herein by reference.
o Our Registration Statement on Form 10 (File No. 000-28579)
under Section 12(g) of the Exchange Act, as amended by
Amendment No. 1 to the Registration Statement on Form 10/A
filed on March 8, 2000, Amendment No. 2 to the Registration
Statement on Form 10/A filed on May 22, 2000 and Amendment No.
3 to the Registration Statement on Form 10/A filed on July 11,
2000 and Amendment No. 4 to the Registration Statement on Form
10/A filed on July 27, 2000 which contains audited financial
statements for the fiscal year ended June 30, 1999.
o Our Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999, December 31, 1999, as amended, and March
31, 2000.
o Our Current Reports on Forms 8-K and 8-K/A, which we filed on
August 24, 1999, October 7, 1999, November 3, 1999, December
7, 1999, December 9, 1999, December 14, 1999, December 20,
1999, December 28, 1999, March 27, 2000, April 6, 2000, May
11, 2000, May 12, 2000, May 15, 2000, May 24, 2000, and June
27, 2000.
o The description of our common stock, contained in the section
entitled "Description of Securities to be Registered - common
stock" of our Registration Statement on Form 10 described
above.
In addition, all documents we have filed or subsequently file under
Sections 13(a), 13(c) and 15(d) of the Exchange Act, before the termination of
this offering, are incorporated by reference.
We will provide without charge to any person (including any beneficial
owner) to whom this reoffer prospectus has been delivered, upon the oral or
written request of such person a copy of any document incorporated by reference
in the registration statement (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into the information that the registration statement
incorporates), of which this reoffer prospectus forms a part. Such requests
should be directed to Stuart J. Chasanoff, Senior Vice President Corporate
Development and Legal Affairs, eVentures Group, Inc., 300 Crescent Court, Suite
800, Dallas, Texas 75201. Our telephone number at that location is (214)
777-4100.
14
<PAGE> 19
===============================================================================
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL ONLY THE SECURITIES OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Our Company.................................................................1
Risk Factors................................................................2
Forward Looking Statements..................................................9
Use of Proceeds............................................................10
Selling Stockholders.......................................................10
Plan of Distribution.......................................................12
Legal Matters..............................................................13
Experts....................................................................13
Where You Can Find Additional Information..................................13
Documents Incorporated by Reference........................................14
</TABLE>
===============================================================================
[eVENTURES LOGO]
COMMON STOCK
PROSPECTUS
August 4, 2000
<PAGE> 20
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
o Our Registration Statement on Form 10 (File No. 000-28579)
under Section 12(g) of the Exchange Act, which we filed on
December 20, 1999 pursuant to Section 12(g) of the Exchange
Act as amended by Amendment No. 1 to the Registration
Statement on Form 10/A, Amendment No. 2 to the Registration
Statement on Form 10/A filed on May 22, 2000 and Amendment No.
3 to the Registration Statement on Form 10/A filed on July 11,
2000, and Amendment No. 4 to the Registration Statement on
Form 10/A filed on July 27, 2000, which contains audited
financial statements for the fiscal year ended June 30, 1999.
o Our Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999, December 31, 1999, as amended, and March
31, 2000.
o Our Current Reports on Forms 8-K and 8-K/A filed on August
24, 1999, October 7, 1999, November 3, 1999, December 7, 1999,
December 9, 1999, December 14, 1999, December 20, 1999,
December 28, 1999, March 27, 2000, April 6, 2000, May 11,
2000, May 12, 2000, May 15, 2000, May 24, 2000, and June 27,
2000.
o The Description of our common stock, contained in the section
entitled "Description of Securities to be Registered - Common
Stock" of our Registration Statement on Form 10 described
above.
All documents that we subsequently file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all of the shares of common stock
offered have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents. Any
statement incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required to be filed with this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Our Amended and Restated Certificate of Incorporation contains a
provision that is designed to limit directors' liability to the extent
permitted by the Delaware General Corporation Law. Specifically,
II-1
<PAGE> 21
directors will not be held liable to us or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except for liability as
a result of:
o any breach of the duty of loyalty to us or our stockholders;
o actions or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o payment of an improper dividend or improper repurchase of our
stock under Section 174 of the Delaware General Corporation
Law; or
o actions or omissions pursuant to which the director received
an improper personal benefit.
Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a corporation
to the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.
The principal effect of the limitation of liability provision is that
a stockholder is unable to prosecute an action for monetary damages against our
directors unless the stockholder can demonstrate one of the specified bases for
liability. The provision, however, does not eliminate or limit director
liability arising in connection with causes of action brought under the federal
securities laws. Our Amended and Restated Certificate of Incorporation does not
eliminate a director's duty of care. The inclusion of this provision in our
Amended and Restated Certificate of Incorporation may discourage or deter
stockholders or management from bringing a lawsuit against directors for a
breach of their fiduciary duties, even though such an action, if successful,
might otherwise have benefited us and our stockholders. This provision should
not affect the availability of equitable remedies such as injunction or
rescission based upon a director's breach of the duty of care.
Also, Section 174 of the Delaware General Corporation Law provides,
among other things, that a director, who willfully or negligently approves of
an unlawful payment of dividends or an unlawful stock purchase or redemption,
may be held liable for his or her actions. A director who was either absent
when the unlawful actions were approved or dissented at the time may avoid
liability by causing his or her dissent to those actions be entered in the
books containing the minutes of the meetings of the board of directors at the
time the action occurred or immediately after the absent director receives
notice of the unlawful acts.
In addition, our Amended and Restated Certificate of Incorporation and
the Amended and Restated Bylaws also provide that we will indemnify our
directors and officers, and may indemnify any of our employees and agents, to
the fullest extent permitted by Delaware law. We are generally required to
indemnify our directors and officers for all judgments, fines, penalties,
settlements, legal fees and other expenses incurred in connection with pending,
threatened or completed legal proceedings because of the director's or
officer's position with our company or another entity that the director or
officer serves at our request, subject to certain conditions, and to advance
funds to its directors and officers to enable them to defend against such
proceedings.
Section 145 of the Delaware General Corporation Law provides, among
other things, that we may 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 (other than an action by or in the right of our company) by
reason
II-2
<PAGE> 22
of the fact that the person is or was a director, officer, agent or employee of
our company or is or was serving at our request as a director, officer, agent
or employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgment, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding. The power to indemnify applies
o if such person is successful on the merits or otherwise in
defense of any action, suit or proceeding, or
o if such person acted in good faith and in a manner he
reasonably believed to be in our best interest, or not
opposed to our best interest, and with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of our
company as well but only to the extent of defense expenses (including
attorneys' fees but excluding amounts paid in settlement) actually and
reasonably incurred and not to any satisfaction of judgment or settlement of
the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties of our company, unless the court
believes that in light of all the circumstances indemnification should apply.
At present, there is no pending or threatened litigation or proceeding
involving any of our directors or officers, employees or agents where such
indemnification will be required or permitted.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
4.1 1999 Plan (1)
4.2 Form of Option Agreement for the Auge Agreement, Aves Agreement, Barlow Agreement, Blaine
Agreement, Cothrum Agreement, Ogle Agreement, Paradowski Agreement, Redding Agreement, Ryan
Agreement, Streufert Agreement, and Tripp Agreement.*
4.3 Coben Agreement (2)
4.4 Hermes Agreement (2)
4.5 Holliday Agreement (2)
4.6 Marcus Agreement (2)
4.7 McMillin Agreement (2)
4.8 Wilson Agreement (2)
4.9 Wissman Agreement (2)
5.1 Opinion of Weil, Gotshal & Manges LLP.*
</TABLE>
II-3
<PAGE> 23
<TABLE>
<S> <C>
23.1 Consent of BDO Seidman, LLP.*
3.5 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature pages)
</TABLE>
----------
*Filed herewith
(1) Incorporated by reference to our Registration Statement on Form 10
filed with the Commission on December 20, 1999.
(2) Incorporated by reference to our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
ITEM 9. UNDERTAKINGS.
We hereby undertake:
(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 arising after
the effective date of the 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 the registration
statement. 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 end 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 volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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, 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.
We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by reference in this
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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of our company pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than our payment of expenses incurred or paid by our
directors, officers or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such directors, officers or
controlling persons in connection with the securities being registered, we
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.
II-4
<PAGE> 24
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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on this 4th day of
August, 2000.
EVENTURES GROUP, INC.
By: /s/ THOMAS P. MCMILLIN
-------------------------
Thomas P. McMillin
Executive Vice President
Each person whose signature appears below constitutes and appoints
Thomas P. McMillin and Stuart J. Chasanoff, and each of them, as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and
all capacities, to sign any or all further amendment, including post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director, Chairman of the Board and August 4, 2000
/s/ JEFFREY A. MARCUS Chief Executive Officer (Principal
---------------------------------------- Executive Officer)
Jeffrey A. Marcus
Vice President and August 4, 2000
/s/ JOHN S. ROBLING, JR. Chief Financial Officer
---------------------------------------- (Principal Financial & Accounting Officer)
John S. Robling, Jr.
/s/ MARK R. GRAHAM Director August 4, 2000
----------------------------------------
Mark R. Graham
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director August , 2000
----------------------------------------
Jan Robert Horsfall
/s/ CLARK K. HUNT Director August 4, 2000
----------------------------------------
Clark K. Hunt
Director August , 2000
----------------------------------------
David Leuschen
/s/ STUART SUBOTNICK Director August 4, 2000
----------------------------------------
Stuart Subotnick
/s/ FRED A. VIERRA Director August 4, 2000
----------------------------------------
Fred A. Vierra
/s/ BARRETT N. WISSMAN Director and President August 4, 2000
----------------------------------------
Barrett N. Wissman
</TABLE>
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
4.1 1999 Plan (1)
4.2 Form of Option Agreement for the Auge Agreement, Aves Agreement, Barlow Agreement, Blaine
Agreement, Cothrum Agreement, Ogle Agreement, Paradowski Agreement, Redding Agreement, Ryan
Agreement, Streufert Agreement, and Tripp Agreement.*
4.3 Coben Agreement (2)
4.4 Hermes Agreement (2)
4.5 Holliday Agreement (2)
4.6 Marcus Agreement (2)
4.7 McMillin Agreement (2)
4.8 Wilson Agreement (2)
4.9 Wissman Agreement (2)
5.1 Opinion of Weil, Gotshal & Manges LLP.*
23.1 Consent of BDO Seidman, LLP.*
3.5 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature pages).
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* Filed herewith
(1) Incorporated by reference to our Registration Statement on Form 10
filed with the Commission on December 20, 1999.
(2) Incorporated by reference to our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
