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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eVISION USA.COM, INC.
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(Exact name of Registrant as specified in its charter)
Colorado 45-0411501
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203
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(Address of Principal Executive Offices) (Zip Code)
OPTIONS TO PURCHASE COMMON STOCK
AMENDED AND RESTATED 1988 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
1996 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
AMENDED SEPTEMBER 1996 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
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(Full title of the plans)
Gary L. Cook
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203
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(Name and address of agent for service)
(303) 860-1700
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Title of securities Amount to offering price per aggregate offering Amount of
To be registered be registered unit price registration fee
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<S> <C> <C> <C> <C>
Common Stock 19,703,500 shares $.60(1) $11,822,100 $3,286.54
========================================================================================================================
</TABLE>
1 Estimated solely for the purpose of calculating the registration fee, based
on the average of the bid and asked price reported on the OTC Bulletin
Board on July 2, 1999 pursuant to Rule 457(c).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The required plan information is included in documents being maintained and
delivered by eVision USA.Com, Inc. (f/k/a Fronteer Financial Holdings, Ltd.
"eVision"), as required by Rule 428(b)(1) of the Securities Act of 1933, as
amended.
Item 2. Registrant Information and Employee Plan Annual Information.
eVision shall provide a written statement to participants advising them of
the availability, without charge, upon written or oral request, of documents
incorporated by reference in Item 3 of Part II of this registration statement,
which are incorporated by reference into the Section 10(a) prospectus and of
documents required to be delivered to employees pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
by eVision are incorporated into this registration statement by this reference:
(1) eVision's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998;
(2) eVision's Quarterly Report on Form 10-Q for the quarter ended December
31, 1998;
(3) eVision's Quarterly Report on Form 10-Q/A for the quarter ended March
31, 1999; and
(4) the description of the common stock contained in eVision's
registration statement on Form 8-A dated April 18, 1989, that was
filed under the Securities Exchange Act of 1934.
All documents filed by eVision 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 which indicates that all
securities offered in this registration statement 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 of
this registration statement from the date of filing such documents.
Item 4. Description of Securities.
No description of the class of securities to be offered is required under
this item because the class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The statutes, charter provisions, bylaws, contracts, or other arrangements
under which any controlling persons, director, or officer of eVision is insured
or indemnified in any manner against liability which he may incur in his
capacity as such are as follows:
(a) Sections 7-109-102 to 7-109-110, inclusive, of the Colorado
Business Corporation Act give Colorado corporations powers to indemnify
their directors, officers, employees, fiduciaries and agents against
liability incurred in any proceeding to which they are made parties by
reason of being or having served in such capacities, subject to specified
conditions and exclusions; to authorize the payment for or reimbursement of
reasonable expenses incurred by such persons in such proceedings; to
mandate indemnification of directors and officers who are successful on the
merits; and to permit corporations to obtain directors' and officers'
liability insurance.
(b) Article XII of eVision's Articles of Incorporation, as amended,
provide that eVision shall indemnify each director and each officer, his
heirs, executors and administrators, against expenses reasonably incurred
or liability incurred by him in connection with any action, suit or
proceeding to which he may be included or to which he may be made a party
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by reason of his being or having been a director, officer, fiduciary o
agent of eVision, except in relation to matters as to which he or she shall
be finally adjudged in such action, suit or proceeding to be liable for
negligence, misconduct or breach of duty.
(c) Article VI of the Restated Bylaws of eVision includes provisions
requiring eVision to indemnify, with certain exceptions, 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 by reason of the fact that
he is or was a director, officer, employee, fiduciary or agent of eVision
against reasonably incurred expenses (including attorneys' fees),
judgments, penalties, fines (including any excise tax assessed with respect
to an employee benefit plan) and amounts paid in settlement reasonably
incurred by him in connection with such action, suit or proceeding if it is
determined by disinterested directors that such person conducted himself in
good faith and that he reasonably believed (i) in the case of conduct in
his official capacity with eVision, that his conduct was in eVision's best
interest, or (ii) in all other cases (except criminal cases) that his
conduct was at least not opposed to eVision's best interest, or (iii) in
the case of any criminal proceeding, that he had no reasonable cause to
believe his conduct was unlawful.
Item 7. Exemption from Registration Claimed.
No response is required to Item 7 due to the fact that restricted
securities are not to be reoffered or resold pursuant to this registration
statement.
Item 8. Exhibits.
The following is a list of all exhibits filed as part of this registration
statement or, as noted, incorporated by reference into this registration
statement:
Exhibit No. Description and Method of Filing
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Exhibit 5.1 Opinion of Smith McCullough, P.C. on legality of
stock offered.
Exhibit 23.1 Consent of KPMG LLP.
Exhibit 23.2 Consent of Smith McCullough, P.C. (See Exhibit 5.1).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement; 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;
(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;
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(b) that for purposes of determining any liability under the Securities Act
of 1933, each filing of eVision'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 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; and
(c) that insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of eVision pursuant to the foregoing provisions, or otherwise, eVision 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 against
such liabilities (other than the payment by eVision of expenses incurred or paid
by a director, officer or controlling person of eVision 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,
eVision 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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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 Denver, State of Colorado, on July 2, 1999.
eVISION USA.COM, INC.
By: /s/ Fai H. Chan
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Fai H. Chan, President
By: /s/ Gary L. Cook
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Gary L. Cook, Chief Financial Officer
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.
Signature Title Date
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/s/ Fai H. Chan Director July 2, 1999
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Fai H. Chan
/s/ Robert H. Trapp Director July 2, 1999
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Robert H. Trapp
/s/ Kwok J. Fong Director July 2, 1999
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Kwok J. Fong
/s/ Jeffrey M. Busch Director July 2, 1999
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Jeffrey M. Busch
/s/ Robert Jeffers, Jr. Director July 2, 1999
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Robert Jeffers, Jr.
/s/ Tong Wan Chan Director July 2, 1999
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Tong Wan Chan
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July 2, 1999
The Board of Directors
eVision USA.Com, Inc.
1700 Lincoln Street, 32nd Floor
Denver, Colorado 80203
Re: Form S-8 Registration Statement
Opinion of Counsel
Dear Sirs:
You have requested our opinion as to certain matters arising under the
Colorado Business Corporation Act which relate to the issuance of 18,582,000
shares of the $0.01 par value common stock ("Common Stock") of eVision USA.Com,
Inc. ("Company") that may be issued upon the exercise of options (i) that have
been granted, and that may in the future be granted pursuant to the Company's
Amended and Restated 1988 Incentive and Nonstatutory Stock Option Plan, 1998
Incentive and Nonstatutory Stock Optio Plan, and Amended September 1996
Incentive and Nonstatutory Stock Option Plan ("Plans"); (ii) that have been
granted to Fai H. Chan, Robert H. Trapp, Kwok Jen Fong, Jeffrey M. Busch, and
Robert Jeffers, Jr.; and (iii) that may be issued pursuant to grants under the
Plans.
We have reviewed the Articles of Incorporation, as restated and amended, of
the Company, the Plans, the option certificates for the options granted under
the Plans and for the options granted to Messrs. Fai H. Chan, Robert H. Trapp,
Kwok Jen Fong, Jeffrey M. Busch, and Robert Jeffers, Jr., and such other
documents that we considered necessary in order to render this opinion. As a
result of our review, we are of the opinion that the 18,582,000 shares of Common
Stock are validly authorized, and assuming the shares of Common Stock are paid
for as described in the Plans and the option certificates, when issued, the
shares of Common Stock will be validly issued, fully paid and nonassessable
under the Colorado Business Corporation Act.
This opinion is limited to applicability of the Colorado Business
Corporation Act and of the Colorado common law to the issuance of the shares of
Common Stock. This opinion does not cover or is in any way related to the
applicability of, or compliance by the Company with, any other law, or any other
federal law which may apply to transactions including the sale of a security.
Sincerely yours,
/s/ SMITH MCCULLOUGH, P.C.
Consent of Independent Auditors
The Board of Directors
eVision USA.Com, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of eVision USA.Com, Inc. (formerly Fronteer Financial Holdings, Ltd.)
of our report dated December 30, 1998, relating to the consolidated balance
sheets of eVision USA.Com, Inc. (formerly Fronteer Financial Holdings, Ltd.) and
subsidiaries as of September 30, 1998 and 1997, and the related consolidated
statements of operations, stockholder's equity (deficit), and cash flows for
each of the years in the three-year period ended September 30, 1998, which
report appears in the September 30, 1998 annual report on Form 10-K of eVision
USA.Com, Inc. (formerly Fronteer Financial Holdings, Ltd.).
/s/ KMPG LLP
Denver, Colorado
June 2, 1999
