Commission File No. 333-15011
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
NETCRUISE.COM, INC.
(Exact Name of Issuer as specified in its charter)
(Formerly known as Genisys Reservation Systems, Inc.)
New Jersey 22-2719541
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2401 Morris Avenue
3rd. Floor
Union, NJ 07083
(Address of principal executive offices)
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Shares of Common Stock
Issuable Pursuant to the
Netcruise.com, inc. 1997 Stock Incentive Plan
Shares of Common Stock Underlying Warrants Issued to Employees
Who Agreed to Release Their Claims for Overdue Salary
Consultant's Shares of Common Stock to be Issued Pursuant To
Consulting Agreements Dated October 13, 1999 and March 20, 2000
with netcruise.com, inc.
(Full title of the plans)
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Lawrence E. Burk
President
netcruise.com, inc.
2401 Morris Avenue, Union, NJ 07083
(908) 810-8767
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(Name, address, and telephone number,
including area code, of agent for service)
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Copy to:
William J. Davis, Esq.
Scheichet & Davis, P.C.
505 Park Avenue, 20th Floor
New York, NY 10022
This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be to be price per offering registration
registered registered Share (1) price (1) fee
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Common Stock, $0.0001 6,500,000(2) $ 1.00 $ 6,500,000 $1,716
par value per share 311,724(3) $ 1.00 $ 311,724 $ 82
500,000(4) $ 1.00 $ 500,000 $ 132
30,000(5) $ 4.00 $ 120,000 $ 32
30,000(5) $ 6.60 $ 198,000 $ 52
30,000(5) $ 10.00 $ 300,000 $ 79
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Totals 7,401,724 $ 7,929,724 $2,093
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(1) Estimated pursuant to Rule 457 of the Securities Act of 1933, as
amended, solely for purpose of calculating the registration fee on the
basis of the product resulting from multiplying the sum of the number
of shares of Common Stock registered as part of this Registration
Statement by $1.00 per share, the average of the last bid and asked
prices of the Registrant's shares of Common Stock as of August 14,
2000.
(2) Represents the maximum number of shares of Common Stock issuable upon
the exercise of stock options which are issuable pursuant to the
netcruise.com, inc. 1997 Stock Incentive Plan.
(3) Represents the number of shares of Common Stock issuable to certain
employees of the Company upon the exercise of Common Stock purchase
warrants which they received in consideration of their releasing the
Company from its obligation to them for unpaid salary.
(4) Pursuant to a consulting agreement dated October 13, 1999 between
Registrant and Infomercial Management, Inc. (the "Infomercial
Agreement"), the Registrant has agreed to issue to Benjamin S. Gage,
an officer of Infomercial Management, Inc., a total of 500,000
shares of its Common Stock.
(5) Pursuant to a consulting agreement dated March 20, 2000 between the
Registrant and Wordsmith Communications Group, Inc. (the "Wordsmith
Agreement"), the Registrant has agreed to issue to Donald Smith, an
officer of Wordsmith Consulting Group, warrants to purchase a total of
90,000 shares of its Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1. Plan Information.
(a) Stock Incentive Plan. Netcruise.com, inc. (herein referred to as
the "Registrant" or the "Company") adopted the Netcruise.com, inc. 1997 Stock
Incentive Plan (the "Stock Incentive Plan") effective May 12, 1997 covering
500,000 shares of the Company's $.0001 par value common stock (the "Common
Stock"). The Stock Incentive Plan was amended effective July 12, 2000 increasing
to 6,500,000 the number of shares reserved for issuance to employees, directors
and consultants upon their exercise of incentive and non-qualified stock options
granted under the Stock Incentive Plan.
A complete description of the Stock Incentive Plan was included in the
Company's definitive proxy statement on Schedule 14A dated November 12, 1997
with respect to the Company's annual meeting of stockholders held on December
17, 1997.
The Company is registering all 6,500,000 shares of Common Stock
issuable under the Stock Incentive Plan. There are currently outstanding Stock
Incentive Plan options for 400,000 shares, of which 331,996 shares are vested
and currently exercisable.
(b) Shares Underlying Warrants. The Company is registering 311,724
shares of Common Stock which are issuable to employees upon the exercise of
Common Stock purchase warrants (the "Employee Warrants") which they received
pursuant to a resolution adopted by the Company's Board of Directors on October
28, 1999 in consideration of their releasing the Company from its obligation to
them for unpaid salary. The Employee Warrants exercise price is $.50 per share.
Set forth below are the names of the employees, the amount of salary forgiven
and the number of shares issuable under the respective Employee Warrants for
each such employee:
Name Salary Forgiven Number of Shares
Peter W. Boyd $ 5,193 10,386
Lawrence E. Burk $85,386 170,772
Kathleen M. Preziose $ 5,193 10,386
John H. Wasko $60,090 120,180
(c) Consultant's Shares. The title of the plan is the "Consultant's Shares of
Common Stock Issued Pursuant to Consulting Agreements Dated October 13, 1999 and
March 20, 2000 with netcruise.com, inc."
Pursuant to a consulting agreement dated October 13, 1999 (the
"Infomercial Agreement") between the Company and Infomercial Management, Inc.
("Infomercial"), the Company has agreed to pay consulting fees which include the
issuance to Benjamin S. Gage, an officer of Infomercial, of a total of 500,000
shares of its $.001 par value Common Stock.
Under the terms of the Infomercial Agreement, the Company engaged
Infomercial to assist it in the development, production, testing, broadcast and
management of an infomercial program for the purpose of marketing the Company's
travel business opportunity products and services and building a larger customer
base for its travel business products and services.
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As consideration for consulting services rendered to the Company by
Infomercial, the Company agreed to pay Infomercial, in accordance with a
schedule for the completion of various activities, a total of $15,000 and 3% of
the gross revenues derived from the sale of Company products and services by way
of the infomercial being produced with the assistance of Infomercial, together
with issuance to Benjamin S. Gage, an officer of Infomercial, of a total of
500,000 shares of the Company's Common Stock.
Pursuant to a consulting agreement dated March 20, 2000 (the "Wordsmith
Agreement") between the Company and Wordsmith Communications Group, Inc.
("Wordsmith"), the Company engaged Wordsmith to provide creative concept
development, copyrighting, copy editing and proofreading services for
advertising and marketing campaigns relating to the Company's travel business
products and services.
As consideration for consulting services rendered to the Company by
Wordsmith , the Company agreed to pay Wordsmith a fee of $6,000 per month,
payable in advance every three months, together with the issuance to Donald
Smith, an officer of Wordsmith, of warrants to purchase a total of 90,000 shares
of the Company's Common Stock. The warrants are earned on a monthly basis over a
12-month period by issuance each month of warrants to purchase 2,500 shares at
an initial exercise price of $4.00 per share, 2,500 shares at an initial
exercise price of $6.60 per share and 2,500 shares at an initial exercise price
of $10.00 per share, up to a maximum aggregate total of 90,000 shares during the
entire 12-month period. If the Wordsmith Agreement is terminated during the
12-month period, the Company will issue only those warrants which were earned
under the monthly arrangement up to the effective date of such termination.
Pursuant to the Consulting Agreements, the Company agreed to file with
the Securities and Exchange Commission a registration statement on Form S-8
covering the 500,000 shares of Common Stock issuable to Mr. Gage, and the 90,000
shares of Common Stock issuable to Mr. Smith upon the exercise of the Wordsmith
warrants, and to pay all expenses incurred in connection with filing of such
registration statement.
The Consulting Agreements are not subject to any provisions of the
Employee Retirement Income Security Act of 1974, as amended.
(d) Purchase of Securities Pursuant to Stock Options, Consulting
Agreements and Employee Warrants. The 590,000 shares of Common Stock being
issued pursuant to the Consulting Agreements forms a portion of the
consideration paid to the consultants for services. The "Purchase Price" of the
shares of Common Stock being issued pursuant to the Consulting Agreements are
the consulting services themselves. The 400,000 shares of Common Stock to be
issued upon the exercise of currently outstanding Stock Incentive Plan options
have exercise prices currently ranging from $1.50 per share to $2.50 per share.
The 311,724 shares to be issued to employees upon their exercise of the Employee
Warrants have an exercise price of $.50 per share and reflect salary forgiven
equivalent to an additional $.50 per share.
(e) Resale Restrictions. No restrictions are imposed on resales of shares of
Common Stock acquired by the Consulting Agreements, or by the exercise of Stock
Options and Employee Warrants,
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as long as such shares of Common Stock have been registered under an effective
registration statement.
(f) Tax Effects of Plan Participations. Upon the issuance of shares of Common
Stock pursuant to the Consulting Agreements, the recipients will recognize
ordinary income equal to the fair market value of the Common Stock at the time
they receive it.
Upon the exercise and purchase of any shares of Common Stock by the
exercise of Stock Options and Employee Warrants, the purchaser will recognize
ordinary income (treated as compensation income) equal to the excess (if any) of
the fair market value of the Common Stock at the time of exercise over the
exercise price.
Upon the sale of shares purchased upon exercise of the Stock Options
and Employee Warrants, the sellers will recognize capital gain or loss measured
by the difference between the amount realized on the sale and the fair market
value of the Common Stock at the time of exercise. Such capital gain or loss
will be short-term or long-term, depending upon the length of time the shares
were held by the respective purchasers.
The Company will have a charge to its earnings and be entitled to a tax
deduction in the same amount and at the same time as each of the recipients and
purchasers of the shares of Common Stock realizes such income.
Item 2. Registrant Information.
The Company will promptly furnish, without charge, a copy of any
documents filed by the Company with the Securities and Exchange Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, or the Company's then annual report to stockholders, upon the
written or oral request of the person receiving this document, which documents
are incorporated by reference into this document. Such requests should be
addressed to Lawrence E. Burk, President, netcruise.com, inc., 2401 Morris
Avenue, Union, NJ 07083 (telephone 908-810- 8767).
Dated: August 15, 2000
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby states that (i) the documents listed in (a), (b) and
(c) below are incorporated by reference in this Registration Statement and (ii)
all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-KSB (File No. 0-29188) for the year
ended December 31, 1999.
(b) The Company's Quarterly Report on Form 10-QSB (File No. 0-29188) for the
quarter ended March 31, 2000.
(c) (i) The Company's Report on Form 8-K(File No. 0-29188) dated March 17, 2000.
(ii) The Company's Report on Form 8-K (File No. 0-29188) dated July 31, 2000.
(iii)The Company's Report on Form 8-K/A (File No. 0-29188) dated July 31, 2000.
(d) (i) The Company's Schedule 14A (File No. 0-29188) dated November 12, 1997.
(ii) The Company's Schedule 14A (File No. 0-29188) dated August 25, 1999.
Item 4. Description of Securities.
As of the date of this Form S-8, the Company is authorized to issue
75,000,000 shares of Common Stock and 25,000,000 of preferred stock, each with a
par value of $.0001 per share. There are 20,827,428 shares of Common Stock and
381,177 shares of Series A preferred stock issued and outstanding. In addition,
the Company has reserved the following shares for issuance in the future: (i)
2,012,500 shares are issuable upon the exercise of Class A Redeemable Warrants;
1,035,000 shares are issuable upon the exercise of Class B Redeemable Warrants;
400,000 shares are issuable upon the exercise of the Series U Common Stock
Purchase Warrants and 100,000 shares are issuable upon the exercise of the
Series V Common Stock Purchase Warrants.
The holders of Common Stock are entitled to one vote per share for the
election of directors and with respect to all other matters submitted to a vote
of stockholders. Shares of Common Stock do not have cumulative voting rights,
which means that the holders of more than 50% of such shares voting for the
election of directors can elect 100% of the directors if they choose to do so
and, in such event, the holders of the remaining shares so voting will not be
able to elect any directors.
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Upon any liquidation, dissolution or winding-up of the Registrant, the
assets of the Company, after the payment of the Company's debts and liabilities
and any liquidation preferences of and unpaid dividends on any class of
Preferred Stock then outstanding, will be distributed pro rata to the holders of
Common Stock.
The holders of Common Stock are entitled to share equally in dividends,
if, as and when declared by the Board of Directors of the Company, out of funds
legally available therefor, subject to the priorities accorded any class of
Preferred Stock which may be issued. To date, the Company has not paid any
dividends on its Common Stock. The payment of dividends, if any, in the future
is within the discretion of the Board of Directors and will depend upon the
Company's earnings, its capital requirements and financial condition, and other
relevant factors. The Board does not intend to declare any dividends in the
foreseeable future, but instead intends to retain all earnings, if any, for use
in the Registrant's business operations.
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation provides in Article Fourth
that no Director of the Company shall be liable to the Company or any of its
shareholders for damages or breach of any duty owed the Company or its
shareholders, except for liability for any breach of a duty based upon an act or
omission (i) in breach of such person's duty of loyalty to the Company or its
shareholders, (ii) not in good faith or involving knowing violations of law, or
(iii) resulting in the receipt by such person of an improper personal benefit.
Item 7. Exemption from Registration Claimed.
The Company believes that the issuance of the Stock Options and
Employee Warrants were each exempt from registration under the Securities Act of
1933, as amended, pursuant to Section 4(2) thereunder, as a transaction by an
issuer not involving any public offering. No broker-dealer was involved therein
and the securities involved have been subject to appropriate transfer
restrictions.
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Item 8. Exhibits.
Number Description of Exhibits
3.1* Registrant's Articles of Incorporation
3.2* Registrant's By-Laws
4.1* Form of Common Stock Certificate
4.2* Redeemable Warrant Agreement with Form of Class A and Class B
Warrant
4.3** Redeemable Class X and Class Y Warrant issued to Brian Shuster to
purchase up to 200,000 shares of the Company's Common Stock
4.4** Redeemable Class V and Class W Warrant issued to United Internet
Technologies, Inc. to purchase up to 800,000 shares of the Company's
Common Stock
4.5 Form of the Employee Warrants issued to employees who agreed to
release their claims for overdue salary.
4.6 Form of the Wordsmith Warrants to be issued
pursuant to the March 13, 2000 consulting
agreement between the Company and Wordsmith
Communications Group, Inc.
5.1 Opinion of Scheichet & Davis, P.C.
9.1** Copy of Agreement dated June 30, 1999 between the Company and
United Internet Technologies, Inc., formerly known as United Leisure
Interactive, Inc. relating to the purchase of a technology license and
certain related assets.
9.2*** Copy of Agreement dated November 6, 1998 between the Company
and Corporate Travel Link, Inc., a wholly owned subsidiary of the
Company, TranspoNet, Mark A. Kenny, Paul Murray and Gen 02, Inc.,
relating to the sale of the Genisys Reservation Systems business.
10.21**** Subscription Agreement dated March 1, 2000 between the Company
and Joseph Perri.
10.22**** Debt Conversion Agreement dated March 1, 2000 between the
Company and Joseph Perri.
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10.23**** Agreement for purchase of NetCruise.com, Inc. common stock dated
march 1, 2000 between Loeb Holding Corporation, as Agent, and
Joseph Perri.
10.24**** Anti-dilution option agreement dated March 1, 2000 between the
Company and Joseph Perri.
10.25**** Contingency Agreement dated March 1, 2000 between the Company
and Joseph Perri.
10.26***** Omnibus Stock Purchase, Restructuring and General Release
Agreement among the Company, Joseph Perri, United Leisure
Corporation, United Internet Technologies, Inc., Harry Schuster and
Brian Schuster dated April 24, 2000.
10.27***** Software License and Domain Name Assignment Agreement between
the Company and United Internet Technologies, Inc. dated April 24,
2000.
10.28***** Warrant Agreement between the Company and United Internet
Technologies, Inc. dated April 24, 2000.
10.29***** Warrant Agreement between the Company and Brian Schuster dated
April 24, 2000.
10.30 Consulting Agreement dated October 13, 1999 between the Company
and Infomercial Management, Inc.
10.31 Consulting Agreement dated March 13, 2000 between the Company
and Wordsmith Communications Group, Inc.
23.3 Consent of Wiss & Company LLP Independent Public Accountants.
23.4 Consent of Scheichet & Davis, P.C. (contained in Exhibit 5.1).
24.1 Power of Attorney (See "Power of Attorney" in the Registration
Statement).
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All of the above referenced documents marked with an (*) are incorporated herein
by reference to the Exhibit bearing the same number in the Registrant's
Registration Statement on Form SB-2, File No. 333-15011.
All of the above referenced documents marked with an (**) are incorporated
herein by reference to the Exhibit the Company's Form 8-K dated March 26, 1998.
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All of the above referenced documents marked with an (***) are incorporated by
reference to the Exhibits to the Registrant's Form 10-KSB-A for the fiscal year
ended December 31, 1998.
All of the above referenced documents marked with an (****) are incorporated by
reference to the Exhibits to the Company's Form 8-K dated March 1, 2000.
All of the above referenced documents marked with an (*****) are incorporated by
reference to the Exhibits to the Company's Form 8-K/A dated July 31, 2000.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:
(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 this Registration Statement (or the most recent
post-effective amendment hereof) that, 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 paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by these paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 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 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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities
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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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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POWER OF ATTORNEY
We, the undersigned officers and directors of netcruise.com, inc. (the
"Company"), do hereby constitute and appoint Lawrence E. Burk and John H. Wasko,
or any of them, our true and lawful attorneys and agents to sign this
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission ("SEC") and to do any and all acts and things and to execute any and
all instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or any one of them, may deem necessary or advisable
to enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the SEC in connection with such
Registration Statement including, specifically, but without limitation, power
and authority to sign for us or any of us in our names and in the capacities
indicated below, any . and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that the said attorneys and
agents, or any of them, shall do or cause to be done by virtue of this Power of
Attorney.
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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 behalf by the undersigned, thereunto duly authorized,
in the City of Union, and State of New Jersey, on the 15th day of August, 2000.
netcruise.com, inc.
By: /s/ Lawrence E. Burk
Lawrence E. Burk, Chief Executive Officer
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.
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/s/ Lawrence E. Burk President, Chief Executive August 15, 2000
Lawrence E. Burk Officer and Director
/s/ John H. Wasko Secretary, Treasurer,
John H. Wasko Chief Financial Officer August 15, 2000
and Director
/s/ Joseph Perri Chairman and Director August 15, 2000
Joseph Perri
/s/ David Walsh Director August 15, 2000
David Walsh
/s/ Charles Auster Director August 15, 2000
Charles Auster
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