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
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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) 360-1700
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed offering
price (option Proposed maximum
Title of securities Amount to exercise price) aggregate offering Amount of
To be registered be registered per unit price registration fee
- ------------------- ------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 250,000 shares $ .20 $ 50,000 $ 13.20
Common Stock 183,000 shares $ .50 91,500 24.16
Common Stock 827,000 shares $ .60 496,200 131.00
Common Stock 55,000 shares $ .70 38,500 10.16
Common Stock 246,000 shares $ .75 184,500 48.71
Common Stock 67,000 shares $ 2.80 187,600 49.53
Common Stock 330,000 shares $ 2.875 948,750 250.47
----------------- ---------- --------
Total 1,958,000 shares $ 1,997,050 $ 527.23
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<PAGE>
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. ("eVision"), as required by Rule 428(b)(1) of
the Securities Act of 1933, as amended ("Securities Act").
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
and advising them that these documents are incorporated by reference into the
Section 10(a) prospectus. The statement will also indicate the availability,
without charge, upon written or oral request, of other 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, 1999; and
(2) 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 ("Exchange Act").
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
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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, which
is incorporated by reference as Exhibits 3.1 through 3.1(vii) to this
registration statement, provides 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 by reason of his being or having been a director, officer, fiduciary or
agent of eVision, except in relation to matters as to which he 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, which is incorporated by
reference as Exhibit 3.2 to this registration statement, 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
- ----------- --------------------------------
Exhibit 5.1 Opinion of Smith McCullough, P.C. on legality of stock
offered.
Exhibit 23.3 Consent of Deloitte & Touche LLP.
Exhibit 23.4 Consent of KPMG LLP.
Exhibit 23.5 Consent of Smith McCullough, P.C. (See Exhibit 5.1).
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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;
(b) that for purposes of determining any liability under the Securities
Act, each filing of eVision's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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 Securities 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 Securities 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 and County of Denver, State of Colorado, on February 7,
2000.
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
- --------- ----- ----
/s/ Fai H. Chan
- --------------------------------- Director February 7, 2000
Fai H. Chan
/s/ Robert H. Trapp
- --------------------------------- Director February 7, 2000
Robert H. Trapp
- --------------------------------- Director February _, 2000
Kwok J. Fong
/s/ Jeffrey M. Busch
- --------------------------------- Director February 7, 2000
Jeffrey M. Busch
/s/ Robert Jeffers, Jr.
- --------------------------------- Director February 7, 2000
Robert Jeffers, Jr.
/s/ Tony T. W. Chan
- --------------------------------- Director February 7, 2000
Tony T. W. Chan
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</TABLE>
February 7, 2000
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 1,958,000
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 that have been
granted to various persons.
We have reviewed the Articles of Incorporation, as restated and amended, of
the Company, the minutes of the Board of Directors of the Company relating to
the options granted to the various persons, 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 1,958,000 shares of Common Stock are validly
authorized, and assuming the shares of Common Stock are paid for as described in
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 nor 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.
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
eVision USA.Com, Inc.:
We consent to the incorporation by reference in this Registration Statement of
eVision USA.Com, Inc. on Form S-8 of our report dated December 21, 1999,
appearing in the Annual Report on Form 10-K of eVision USA.Com, Inc. for the
year ended September 30, 1999.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
February 7, 2000
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 sheet of eVision USA.Com, Inc. and subsidiaries as of September 30,
1998, and the related consolidated statements of operations, comprehensive
income (loss), stockholders' equity (deficit), and cash flows for each of the
years in the two-year period ended September 30, 1998, which report appears in
the September 30, 1999 annual report on Form 10-K of eVision USA.Com, Inc.
/s/ KPMG LLP
Denver, Colorado
February 4, 2000
