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As filed with the Securities and Exchange Commission on October 5, 2000
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FDN, INC..
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(Exact name of registrant as specified in its charter)
COLORADO 84-0644739
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2290 Lee Road, Winter Park, Florida 32789
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 702-2000.
Consulting Agreement with
Kevin Welch
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(Full title of the plan)
Corporate Service Bureau, 1560 Broadway, Denver, CO 80902
(Name and Address of Agent for Service)
(303) 894-2241
(Telephone number including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount of Offering Aggregate Amount
Securities to be Registered Shares to be Price Per Offering of Reg.
Registered(1) Share Price Fee(1)(2)
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$.001 par value Common 500,000 $0.0333 $16,650 $ 4.40
Stock
Totals 500,000 $0.0333 $16,650 $ 4.40
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Total No. of pages: 21 Exhibit Index on Page No: 13
(1) Pursuant to Rule 416(c) promulgated under the Securities Act of 1933,
as amended, the Registration Statement also covers an indeterminate
amount of Shares to be offered or sold as a result of any adjustments
from stock splits, stock dividends or similar events.
(2) Based upon the option price contained in the consulting agreement
between the Registrant and Kevin Welch.
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PROSPECTUS
FDN, INC..
2290 LEE ROAD
WINTER PARK, FL 32789
(407) 702-2000
(500,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by FDN, INC., a Colorado
corporation ("the Company") of shares of its $0.001 par value common stock (the
"Common Stock) to a certain consultant of the Company (the "Consultant")
pursuant to agreements entered into between the Company and the Consultant. The
Company is registering hereunder and then issuing a portion of the common stock
monthly upon receipt by the Company of adequate consideration therefore to the
Consultant up to a total of 500,000 shares of its Common Stock in consideration
for services rendered and to be rendered under the agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
Exchange Act) which would limit their discretion in transferring the shares
acquired in the Company. If the Consultant who is not now an affiliate becomes
an affiliate of the Company in the future; he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).
The Common Stock is Listed on the OTC bulletin board.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 2, 2000
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This Prospectus is not part of any Registration Statement which was filed
and been effective under the Securities Act of 1933 as amended (the Securities
Act) and does not contain all of the information set forth in the Registration
Statement, certain portions of which have seen offered pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (The
Commission) under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: FDN, INC., 2290 Lee
Road, Winter Park, FL 32789, telephone (407) 702-2000.
The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the prescribed rates. In addition the Common Stock is quoted on an automated
quotation system maintained by the National Association of Securities Dealers,
Inc. (NASD). Thus copies of these reports, proxy statements, information
statements and other information may also be examined at the offices of the NASD
at 1735 K Street N.C. Washington DC 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation
Neither the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has not been a change
in the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 6
ITEM 1. PLAN lNFORMATION 6
GENERAL lNFORMATION 6
The Company 6
Purpose 6
Common Stock 6
The Consultant 6
No Restrictions on Transfer 6
Restrictions on Resales 7
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION 7
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Legal Opinion and Experts 7
Indemnification of Officers and Directors 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 8
ITEM 3. lNCORPORATION OF DOCUMENTS BY REFERENCE 8
ITEM 4. DESCRIPTION OF SECURITIES 8
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 8
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 9
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 9
ITEM 8. EXHIBITS 10
ITEM 9. UNDERTAKINGS 10
EXHIBIT INDEX 13
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal offices at 2290 Lee Road, Winter Park, FL
32789, telephone (407) 702-2000.
Purposes
The Common Stock will be issued by the Company pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreement is intended
to provide a method whereby the Company may be stimulated by the personal
involvement of the Consultant in the Company's mergers and acquisitions and
strategic planning thereby advancing the interests of the Company, and all of
its shareholders. A copy of the agreement has been filed as an exhibit to this
Registration Statement.
Common Stock
The Board has authorized the issuance of up to 500,000 shares of its Common
Stock to the Consultant upon effectiveness of this Registration Statement.
Previously, the Company gave Consultant an option to purchase the 500,000 shares
included in this Registration at a price of $0.10 per share.
The Consultant
The Consultant has agreed to provide its expertise and advice to the
Company on a non-exclusive basis for the purpose of assisting the Company in its
identifying acquisition targets and structuring mergers and other acquisitions.
Further, the Consultant shall assist the Company with strategic planning as
required and requested by the Company.
No Restrictions on Transfer
The Consultant will become the record and beneficial owner of the shares of
Common Stock upon their issuance and delivery and is thereby entitled to all of
the rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
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Restrictions of Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered and
the option price. Shares of common Stock acquired hereunder by persons other
than affiliates are not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its report of Form
8-K/A which contains audited financial data filed pursuant to the Securities or
Exchange Act, (ii) any and all Forms 10-Q (10- QSB) filed under the Securities
or Exchange Act subsequent to any filed form 10-K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and (iii) its annual
report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange
Act. In addition, all further documents filed by the Company pursuant to Section
13, 14, or 15(d) of the Exchange Act prior to the termination of this offering
are deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing. All documents which when together, constitute
this Prospectus, will be sent or given to participants by the Registrant as
specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: FDN, INC., 2290 Lee Road, Winter Park, FL 32789, telephone (407)
702-2000.
Legal Opinions and Experts
Warren J. Soloski has rendered an opinion on the validity of the securities
being registered. Mr. Soloski is not an "affiliate" of the Company and does not
have any interest in the registrant.
The financial statements of FDN, INC., incorporated by reference in the
Company's Current Report (Form 8-K/A) for the period ended December 31, 1999,
have been audited by Lazar, Levine & Felix, LLP, Certified Public Accountants,
independent auditors, as set forth in their report incorporated herein by
reference and are incorporated herein in reliance upon such report given upon
the authority of the firm as experts in auditing and accounting.
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Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section 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 which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e., the $.001 par value Common
Stock ) is required under this item because the common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Mr. Soloski, whose firm is rendering the legal opinion for this
registration, will not benefit from the registration of shares under the terms
of the consulting agreement.
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Item 6. Indemnification of Directors and Officers
The company's by-laws, in accordance with Colorado Business Corporation
Act, provide that to the extent he/she is otherwise fairly and reasonably
entitled thereto, the Company shall indemnify a Director or Officer, a former
Director or Officer, or a person who acts or acted at the Company's request as a
Director or Officer of a body corporate of which the Corporation is or was a
shareholder 9 or creditor (or a person who undertakes or has undertaken any
liability on behalf of the Company or any such body corporate and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a Director or Officer
of the Company or such body corporate, if
(a) he acted honestly and in good faith with a view to the best interests
of the Company; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.
The Colorado Business Corporation Act provides that directors shall not be
personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any breach
of the directors' duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involved intentional misconduct or
a knowing violation of law, (iii) for authorizing a distribution that is
unlawful , or (iv) for any transaction from which the director derived an
improper personal benefit. Such provision protects directors against personal
liability for monetary damages for breaches of their duty of care.
The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
(a) The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
Exhibit No. Title
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4. Not Applicable
5. Opinion of Warren J. Soloski, A Professional Corporation
regarding the legality of the securities registered.
10. Amended Consulting Agreement with Kevin Welch
15. Not Required
23.1 Consent of Warren J. Soloski, A Professional Corporation,
special counsel to registrant, to the use of its opinion
with respect to the legality of the securities being
registered hereby and to the references to it in the
Prospectus filed as a part hereof.
23.2 Consent of Lazar, Levine & Felix, LLP, Certified
Public Accountants
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
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(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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, represents a fundamental change in the information set
forth in the registration statement; and
(iii) 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.
provided, however, paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment
by those paragraphs is incorporated by reference from periodic
reports filed by the registrant small business issuer under the
Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) 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.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide
such interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona fide offering
thereof.
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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 its behalf by the undersigned thereunto duly
authorized in the City of Winter Park, FL 32789 on this 2nd day of October,
2000.
FDN, INC.
(Registrant)
By: /s/ Scott Matthews
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Scott Matthews
Executive Vice-President
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
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/s/ Scott Matthews Executive Vice President October 2, 2000
------------------ /Chairman & Director
Scott Matthews
/s/Colin Cave CFO October 2, 2000
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Colin Cave
/s/Wayne Booth Director October 2, 2000
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Wayne Booth
/s/David McCarty Vice President/Director October 2, 2000
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David McCarty
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Description Numbered Page
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5. Opinion of Counsel 14
10. Amended Consulting Agreement with Kevin Welch 16
23.1 Consent of Warren J. Soloski 20
23.2 Consent of Lazar, Levine & Felix, LLP, 21
Certified Public Accountants
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