As filed with the Securities and Exchange Commission on July 17, 2000.
Commission File No. 0-20598.
Securities and Exchange Commission
Washington, D.C. 20549
_______________________
FORM S-8
Registration Statement Under The Securities Act of 1933
________________________
epersonnelmanagement.com
(Exact name of Registrant as specified in its charter)
NEVADA 75-2293489
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
120 St. Croix Avenue, Cocoa Beach, FL 32931, (321) 799-3842
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Donna Anderson
President
Epersonnelmanagement.com
120 St. Croix Avenue
Cocoa Beach, FL 32931
(321) 799-3842
(Name and address, including zip code, and telephone number, including area
code, of agents for service)
Copy to:
CHARLES A. CLEVELAND, P.S.
Charles A. Cleveland, Esquire
1212 North Washington, Suite 304
Spokane, Washington 99201-2401
(509) 326-1029
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement has become effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following line: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
1
<PAGE>
Calculation Of Registration Fee
Proposed Proposed
maximum maximum
offering aggregate
Title of Securities Amount to be price per offering Amount of
to be registered registered share [1] price [1] registration fee
Common Stock,
$0.001 par value 1,200,000 [1] $ 0.375 $450,000 [2] 118.80
[1] The maximum offering price was calculated pursuant to Rule 457(c), based
upon the closing bid price for the Common Stock on July 12, 2000.
[2] Minimum fee.
2
<PAGE>
EPERSONNELMANAGEMENT.COM
Cross Reference Sheet Required by Item 501(b) of Regulation S-K
Form S-3 Item Number and Caption Caption in Prospectus
1. Forepart of Registration Statement Facing Page ofRegistration
and Outside Front Cover Page Statement and Cover Page
of Prospectus of Prospectus
2. Inside Front and Outside Back Inside Cover Page of
Cover Pages of Prospectus and Outside Cover Page
of Prospectus
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling
Shareholders
8. Plan of Distribution Cover Page of Prospectus
Sales by Selling Shareholders
9. Description of Securities to Grant of Stock Bonus; and
be Registered Sales by Selling Shareholders
10.Interest of Named Experts Not Applicable
and Counsel
11.Material Changes Not Applicable
12.Incorporation of Certain Information Incorporation of Certain
by Reference Information by Reference
13.Disclosure of Commission Position Indemnification
on Indemnification or Securities
Act Liabilities
3
<PAGE>
PROSPECTUS
EPERSONNELMANAGEMENT.COM
1,200,000 Shares of Common Stock
($0.001 par value per share)
The shareholders named in the table included in the "Selling Shareholders"
section of this prospectus, which begins on page 10, are offering all of the
shares of common stock covered by this prospectus. Those people are called
selling shareholders and will be referred to throughout this document as the
"Selling Shareholders".
We will not receive any of the proceeds from such sales. We will pay all
expenses in connection with this offering, other than commissions and
discounts of underwriters, dealers or agents.
The Selling Shareholders may sell all or a portion of their stock at any time
whether through a broker, or otherwise. The stock will generally be sold at
the market price or whatever price is negotiated.
Our common stock is quoted on the OTC Electronic Bulletin Board (Symbol: DFNL).
On July 12, 2000, the closing price of the common stock was $0.375 per share.
See "Risk Factors" beginning on page 8 for a description of certain factors
that should be considered by purchasers of the common stock.
We have not, nor has any individual named in this prospectus, authorized any
person to give any information or to make any representation other than those
contained in, or incorporated by reference into, this prospectus. This
prospectus does not constitute an offer to sell or solicitation of an offer
to buy.
We have filed a registration statement on Form S-8 in respect of the common
stock offered by this prospectus with the Securities and Exchange Commission
under the Securities Act. This prospectus does not contain all of the
information contained in the registration statement. You should read this
entire prospectus carefully as well as the registration statement for
additional information.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
___________
This Prospectus does not constitute an offer to sell securities in any state to
any person to whom it is unlawful to make such offer in such state.
The date of the Prospectus is July 17, 2000.
4
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information.................................... 6
Forward-Looking Statements ......................................... 7
About Us............................................................... 7
Risk Factors........................................................... 8
Use of Proceeds........................................................ 10
Selling Stockholders................................................... 10
Plan of Distribution................................................... 11
Our Common Stock....................................................... 12
Indemnification........................................................ 13
Legal Matters...........................................................14
Experts.................................................................14
5
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We must file annual, quarterly and special reports, proxy statements and other
nformation with the SEC. You may read and copy any documents we file at the
SEC's public reference rooms in Washington, DC, New York, NY and Chicago, IL.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the
SEC's web site at http://www.sec.gov. Our file number is File No. 0-20598.
In addition, our proxy and information statements and other information
about us can be inspected at the offices f the National Association of
Securities Dealers, Inc., 1735 R Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be part of this
prospectus. Information in this prospectus may update documents previously
filed with the SEC, and later information that we file with the SEC will
automatically update this prospectus. We incorporate by reference the
documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
prior to the termination of the offering:
The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997.
The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended
June 30, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended
September 30, 1998.
The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 1999.
The Company's Quarterly Report on Form 10-QSB for the period ended
June 30,1999;
The Company's Quarterly Report on Form 10-QSB for the period ended
September 30, 1999;
The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 1999;
The Company's Quarterly Report on Form 10-QSB for the period ended
March 31, 2000; and
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 Company's Annual Report
referred to above.
All reports and documents filed by the Company pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicate that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of each such document. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modified or supersedes such statement.
Any statement modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
You may request a copy of these filings at no cost, by writing or telephoning
us at the following address:
Corporate Secretary,
Epersonnelmanagement.com
120 St. Croix Avenue
Cocoa Beach, FL 32931
(321) 799-3842
Information on our web site is not part of this prospectus.
6
<PAGE>
FORWARD LOOKING STATEMENTS
Some of the information in this prospectus contains forward-looking statements
that involve substantial risks and uncertainties. You can identify these
statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "intend," "estimate" and "continue" or similar
words. You should read statements that contain these words carefully for the
following reasons:
- the statements discuss our future expectations;
- the statements contain projections of our future earnings or of
our financial condition; and
- the statements state other "forward-looking" information.
We believe it is important to communicate our expectations to our investors.
There may be events in the future, however, that we are not accurately able
to predict or over which we have no control. The risk factors listed above,
as well as any cautionary language in or incorporated by reference into this
prospectus, provide examples of risks, uncertainties and events that may
cause our actual results to differ materially from the expectations we
describe in our forward-looking statements. The SEC allows us to "incorporate
by reference" the information we file with them, which means we can disclose
important information to you by referring you to those documents. Before you
invest in our common stock, you should be aware that the occurrence of any of
the events described in the above risk factors, elsewhere in or incorporated
by reference into this prospectus and other events that we have not predicted
or assessed could have a material adverse effect on our earnings, financial
condition and business. If the events described above or other unpredicted
events occur, then the trading price of our common stock could decline and
you may lose all or part of your investment.
ABOUT US
We were formed on March 13, 1989 in the State of Nevada. Originally we
acquired the rights and license to sell and exploit commercially a patented
stone hot plate that operated without electrical connection, in the United
States, Canada, Mexico and the West Indies. We also obtained and further
enhanced procedures for the development, decoration, establishment and
operation of restaurants in the United States and such other countries using
the Stone Grill for tabletop cooking. From 1989 to 1993, we tried to market
and sell the Stone Grill cooking and its Stone Grill products and, even
tested a restaurant in 1991. During 1993, we decided not to continue in the
restaurant business. We sold all of our interest to Stone Grill
Restaurants, Inc., a related company.
During 1994, we started to acquire the materials to do business in interactive
media and communications. We started to acquire programming, a broadcast
film library, computers, video, studio, broadcast and cable equipment and
pre-paid air time.
Our business involved the production of direct response programming, and
interactive programming for use around the world, including educational
software, infomercials, interactive computer media, video and the sale of
television advertising. Our primary station was WAE WINQ-TV 19, in West Palm
Beach, Florida. We also sold outside the U.S., copies of video, film clips
and programming from our broadcast film library. Our library contains many
programs, documentaries, newsreels, music books and educational footage. We
were also involved with the production of television programs for broadcast
in the West Palm Beach, Florida, and the Dallas/Fort Worth, Texas areas. We
also produce one-hour infomercials for video and cable television broadcast.
7
<PAGE>
On November 19, 1999, we sold WINQ-TV in West Palm Beach, Florida to Turner
Productions, Inc. Turner Production, Inc. assumed substantially all of the
debts owed by us.
On December 15, 1999, we sold Definition Technologies, our subsidiary
corporation to Telmark Worldwide. Shareholders of EPMC common stock will
receive units of securities for shareholders as of January 15, 2000.
Telmark Worldwide is in the process of filing a Form S-4 registration
statement.
On May 9, 2000, we sold our film library to Media Classics Group for
three million dollars. This will allow us to change direction and focus
our efforts on the Professional Employment Organizations industry.
Professional Employer service companies specialize in obtaining contracts
with small to mid-size business offering a combination of services including
payroll, unemployment insurance, workman's compensation, group medial and
dental insurance. Small to mid-size businesses with PEO representation are
afforded the benefits offered to larger business, specifically in the medical
and dental and group health insurance industry.
We changed the direction of the Company and are now actively involved in the
Professional Employer Management Services Industry. We recently acquired
General Personnel Management, a San Diego based professional employment
organization. We completed an earlier acquisition of Interstate Management
Services Corporation.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing us. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially and
adversely affected. In such case, the trading price of our common stock
could decline, and you may lose all or part of your investment.
WE MAY NOT BE PROFITABLE OR GENERATE CASH FROM OPERATIONS IN THE FUTURE.
-- We have incurred significant losses in the last several years. We intend
to continue to expend significant financial and management resources on the
development of additional products, sales and marketing, improved technology
and expanded operations. Although we believe that operating losses and
negative cash flows may diminish in the near future, we may not be
profitable or generate cash from operations in the foreseeable future.
IF WE DO NOT SECURE ADDITIONAL FINANCING, WE MAY BE UNABLE TO DEVELOP OR
ENHANCE OUR SERVICES, TAKE ADVANTAGE OF FUTURE OPPORTUNITIES OR RESPOND TO
COMPETITIVE PRESSURES.
-- We require substantial working capital to fund our business. We have had
significant operating losses and negative cash flow from operations.
Additional financing may not be available when needed on favorable terms or
at all. If adequate funds are not available or are not available on
acceptable terms, we may be unable to develop or enhance our services, take
advantage of future opportunities or respond to competitive pressures, which
could materially adversely affect our business. Our capital requirements
depend on several factors, including the rate of market acceptance of our
products, the ability to expand our customer base, the growth of sales and
marketing and other factors. If capital requirements vary materially from
those currently planned, we may require additional financing sooner than
anticipated.
WE ARE ACTIVELY INVOLVED IN A HIGHLY COMPETITIVE INDUSTRY
-- The placement staffing industry is characterized by a large number of
highly competitive sole-proprietorship operations. The contract staffing
industry is highly competitive, primarily from local, regional and national
competitors. There are relatively few barriers to entry by firms offering
placement services, while significant amounts of working capital typically
are required for firms offering contract services.
8
<PAGE>
WE MAY BE SUBJECT TO STATE REGULATION
-- Some states have begun to regulate employment agency service companies. We
face the real possibility of being subject to licensing and other regulatory
requirements. Licensing will serve to increase our costs of doing business.
WE MAY BE SUBJECT TO POTENTIAL LAWSUITS
-- Under general legal concepts and, in some instances, by specific state and
federal statute, we may be held liable to customers and/or third parties for
the acts of individuals we place with companies.
DEPENDENCE UPON KEY PERSONNEL - If we lose any of our executive officers, or
are unable to attract and retain qualified management personnel and
directors, our ability to run our business could be adversely affected and
our revenue and earnings could decline.
-- We are dependent upon the services and management skills of our executive
officers, Donna Anderson, President/Chief Executive Officer and Charles R.
Kiefner, secretary. Mr. Kiefner has been with us since August, 1997. We
have not entered into employment agreements with Ms. Anderson and Mr.
Kiefner. We do not maintain key man life insurance on either officer.
Further, our growth strategy will depend, in part, on our ability to attract
and retain additional key management, marketing and operating personnel.
CONTROL BY EXISTING MANAGEMENT - Certain members of our board of Directors
own a significant portion of our outstanding common stock.
-- Our Board of Directors, officers and their respective affiliates
beneficially own 58.5% of our outstanding common stock. Although these
persons do not have any agreements or understandings to act or vote in
concert, any such agreement, understanding or acting in concert would make
it difficult for others to elect the entire Board of Directors, or to
control the disposition of any matter submitted to a vote of shareholders.
THE VALUE OF OUR STOCK HAS IN THE PAST AND MAY IN THE FUTURE CHANGE
SUDDENLY AND SIGNIFICANTLY. The trading price of our common stock has been
subject to significant fluctuations to date and could be subject to wide
fluctuations in the future, in response to many factors, including the
following:
. Quarter-to-quarter variations in our operating results,
. New Licensing requirements,
. General conditions in the markets for our products or the television
industry,
. The price and availability of advertising revenue,
. General financial market conditions, or
. Other events or factors.
In this regard, we do not endorse or accept responsibility for the estimates
or recommendations issued by stock research analysts from time to time. The
volatility of public stock markets, and media stocks specifically, have
frequently been unrelated to the operating performance of the specific
companies. These market fluctuations may adversely affect the market price
of our common stock.
PROPRIETARY PROTECTION. As part of our business we have tried to build up a
library of films to be used for informercials, documentaries, movies,
newsreels and educational films. Our products may not be protected by
registered copyrights, and we have not filed any copyright applications in
any jurisdiction. The lack of copyright protection may limit our ability to
distinguish ourselves from other industry competitors. In addition, while we
license our films to purchasers and restrict unauthorized use under our
licensing provisions, this does not protect us from an erosion of potential
revenue due to illicit use and piracy.
9
<PAGE>
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of our
common stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table lists (a) the name of the Selling Shareholders (b) the
number of shares of common stock beneficially owned by each Selling
Shareholder prior to the offering (c) the number of shares being offered
under this prospectus by such Selling Shareholders; and (d) the number of
shares of common stock beneficially owned by each Selling Shareholder after
the completion of the offering. The table assumes that the Selling
Shareholders will sell all shares they are offering under this prospectus,
and that the Selling Shareholders will not acquire additional shares of our
common stock prior to completion of this offering. The shares are being
registered to permit secondary trading of the Shares, and the Selling
Shareholders may offer such shares for resale from time to time. See "Plan
of Distribution.".
Number of Shares to Percentage
Name of Selling Shares Shares to Be Owned To Be Owned
Shareholder Owned Be Offered After Offering After Offering
Charles A. Cohen 300,000 200,000 500,000 .024
9474 Kearny Villa Rd.
Suite 205
San Diego, CA 92126
Charles R. Kiefner 3,850,500 200,000 4,050,500 .193
120 St. Croix Avenue
Coca Beach, FL 32931
John P. Anderson 500,000 400,000 .019
797 N. High Rd.
Palm Springs, CA 92262
Kevin Smith 1,150,000 200,000 1,350,000 .064
9474 Kearny Villa Rd.
Suite 205
San Diego, CA 92126
CHARLES A. CLEVELAND 250,000 100,000 150,000 .007
Rock Pointe Center
1212 North Washington, Suite 304,
Spokane, Washington 99201-2401
(1) Except as set forth herein, all securities are directly owned and the sole
investment and voting power are held by the person named. A person is deemed
to be the beneficial owner of securities that can be acquired by such person
within 60 days of July 14, 2000.
(2) Based upon 20,934,225 shares of Common Stock issued and outstanding.
Each beneficial owner's percentage is determined by assuming that all such
exercisable options or warrants that are held by such person (but not those
held by any other person) have been exercised.
10
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they intend to
sell all or a portion of their Shares offered by this prospectus from time
to time. These sales may be made:
- on the over-the-counter market;
- to purchasers directly;
- in ordinary brokerage transactions in which the broker solicits
purchasers;
- through underwriters, dealers and agents who may receive
compensation in the form of underwriting discounts, concessions
or commissions from a seller and/or the purchasers of the shares
for whom they may act as agent;
- through the pledge of shares as security for any loan or obligation,
including pledges to brokers or dealers who may from time to time
effect distributions of the shares or other interests in the
shares;
- through purchases by a broker or dealer as principal and resale
by such broker or dealer for its own account pursuant to this
prospectus;
- through block trades in which the broker or dealer so engaged will
attempt to sell the shares as agent or as riskless principal but
may position and resell a portion of the block as principal to
facilitate the transaction;
- in any combination of one or more of these methods; or
- in any other lawful manner.
The Selling Shareholders may also make private sales directly or through a
broker or brokers, who may act as agent or as principal. In connection with
any sales, such Selling Shareholders and any brokers participating in such
sales may be deemed to be underwriters within the meaning of the Securities
Act and any compensation received by them might be deemed to be underwriting
discounts and commissions under the Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Shareholders (and, if they act as agent for the
purchaser of such Shares, from such purchaser). Brokerage fees may be paid
by the Selling Shareholder, which may be in excess of usual and customary
brokerage fees. Broker-dealers may agree with the Selling Shareholders to
sell a specified number of Shares at a stipulated price, and, to the extent
such a broker-dealer is unable to do so acting as agent for any Selling
Shareholder, to purchase as principal any unsold Shares at the price
required to fulfill the broker-dealer's commitment to such Selling
Shareholder. Broker-dealers who acquire Shares as principal may thereafter
resell such Shares from time to time in transactions (which may involve
crosses and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described above)
on the over-the-counter Bulletin Board, in negotiated transactions or
otherwise at market prices prevailing at the time of sale or at negotiated
prices, and in connection with such resales may pay to or receive from the
purchasers of such Shares commissions computed as described above.
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
The Selling Shareholders will be subject to the applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including without limitation Regulation M, which provisions may
limit the timing of purchases and sales of any of the Common Stock by the
Selling Shareholders. All of the foregoing may affect the marketability of
the Common Stock.
We will pay substantially all the expenses incident to this offering of Shares
by the Selling Shareholders, other than brokerage and selling fees. The
Selling Shareholders will pay all applicable stock transfer taxes, transfer
fees and brokerage commissions or underwriting or other discounts. We have
agreed to indemnify the selling shareholders against certain liabilities,
including liabilities under the Securities Act.
In order to comply with certain states' securities laws, if applicable, the
common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the common stock
may not be sold unless the common stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and we or Selling Shareholders comply with the applicable
requirements.
We may be required to file a supplemental prospectus in connection with any
activities involving a seller which may be deemed to be an "underwriting."
In that case, a supplement to this prospectus would contain
(1) information as to whether an underwriter selected by a seller, or
any other broker-dealer, is acting as principal or agent for the seller,
(2) the compensation to be received by an underwriter selected by a seller
or any broker-dealer, for acting as principal or agent for a seller and
(3) the compensation to be received by any other broker-dealer, in the
event the compensation of such other broker-dealers is in excess of
usual and customary commissions.
Any broker or dealer participating in any distribution of the shares may be
required to deliver a copy of this prospectus, including any prospectus
supplement, to any individual who purchases any shares from or through such
a broker-dealer.
11
<PAGE>
OUR COMMON STOCK
Common Stock
We can issue up to 100,000,000 shares of Common Stock, $0.001 par value per
share. Our stockholders are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. A majority of our
outstanding Common Stock can elect the entire Board of Directors of the
Company. Our bylaws say that a majority of the outstanding shares is a
quorum for shareholders' meetings, except if the bylaws or a law say
otherwise.
Our Shareholders have no preemptive rights to acquire additional shares of
Common Stock or other securities. Our Common Stock is subject to redemption
and will carry no subscription or conversion rights. If we liquidate, our
Common Stock will be entitled to share equally in corporate assets after
satisfaction of our bills. The shares of Common Stock, once issued, is
fully paid and non-assessable.
Our stockholders can receive dividends if the Board of Directors decides to do
so and if we have the funds legally available. We intends to expand our
business through reinvesting our profits, if we have any, and don't expect
to pay dividends.
Our Directors have the authority to issue shares without action by the
shareholders.
Transfer Agent
The transfer agent for the shares of Common Stock of the Company is Corporate
Stock Transfer, 3200 Cherry Creek Drive, Suite 430, Denver, Colorado 80209.
12
<PAGE>
INDEMNIFICATION
Our Articles of Incorporation, as amended, limit, to the maximum extent
permitted by law, the personal liability of our directors and officers for
monetary damages for breach of their fiduciary duties as directors and
officers, except in certain circumstances involving certain wrongful acts,
such as a breach of the director's duty of loyalty or acts of omission which
involve intentional misconduct or a knowing violation of law.
Nevada law provides that Nevada corporations may include within their articles
of incorporation provisions eliminating or limiting the personal liability of
their directors and officers in shareholder actions brought to obtain damages
for alleged breaches of fiduciary duties, as long as the alleged acts or
omissions did not involve intentional misconduct, fraud, a knowing violation
of law or payment of dividends in violation of the Nevada statutes. Nevada
law also allows Nevada corporations to include in their articles of
incorporation or bylaws provisions to the effect that expenses of officers
and directors incurred in defending a civil or criminal action must be paid
by the corporation as they are incurred, subject to an undertaking on behalf
of the officer or director that he or she will repay such expenses if it is
ultimately determined by a court of competent jurisdiction that such officer
or director is not entitled to be indemnified by the corporation because such
officer or director did not act in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation.
Nevada law provides that Nevada corporations may eliminate or limit the personal
liability of its directors and officers. This means that the articles of
incorporation could state a dollar maximum for which directors would be
liable, either individually or collectively, rather than eliminating total
liability to the full extent permitted by the law.
Our Charter provides that a director or officer is not be personally liable to
us or our shareholders for damages for any breach of fiduciary duty as a
director or officer, except for liability for (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii)
the payment of distribution in violation of Nevada Revised Statures, 78.300.
In addition, Nevada Revised Statutes, 78.751 and Article VII of our Bylaws,
under certain circumstances, provided for the indemnification of the
officers and directors of the Company against liabilities which they may
incur in such capacities. A summary of the circumstances in which such
indemnification is provided for is set forth in the following paragraph,
but such summary is qualified in its entirety by reference to Article VII of
our Bylaws.
In general, any director of officer (an "Indemnitee") who was or is a party to,
or is threatened to be made a party to, or is otherwise involved in any
threatened, pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of us),
whether civil, criminal, administrative or investigative (a "Proceeding")
by reason of the fact that the Indemnitee is or was a director or officer of
us or is or was serving in any capacity for us as a director, officer,
employee, agent, partner or fiduciary of, or in any other capacity for,
another corporation or any partnership, joint venture, trust or other
enterprise shall be indemnified and held harmless by us for actions taken
by the Indemnitee and for all omissions to the full extent permitted by
Nevada law against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, taxes, penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding. The rights to indemnification
specifically include the right to reimbursement by us for all reasonable costs
and expenses incurred in connection with the Proceeding and indemnification
continues as to an Indemnitee who has ceased to be a director or officer.
The Board of Directors may include employees and other persons as though they
were Indemnitees. The rights to indemnification are not exclusive of any
other rights that any person may have by law, agreement or otherwise.
he Bylaws also provide that we can purchase and maintain insurance or make
other financial arrangements on behalf of any person who otherwise qualifies
as an Indemnitee under the foregoing provisions. Other financial
arrangements to assist the Indemnitee are also permitted, such as the
creation of a trust fund, the establishment of a program of self-insurance,
the securing of our obligation of indemnification by granting a security
interest or other lien on any of our assets (including cash) and the
establishment of a letter of credit, guaranty or surety.
We have entered into agreements with each of their respective directors,
executive officers and significant employees providing for indemnification
by us of each of them to the extent permitted by our respective Charters
and Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed 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.
13
<PAGE>
LEGAL MATTERS
Our attorney, Charles A. Cleveland, P.S., Spokane, Washington will pass upon
the validity of the issuance of the shares of common stock offered hereby
and certain other legal matters. Charles A. Cleveland, the sole shareholder
of the law firm, beneficially owns approximately 250,000 shares of common
stock and is a Selling Shareholder.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-KSB and 10-KSB/A for the Year ended December 31,
1999 have been audited by Clancy & Co., PLLC, Certified Public Accountants,
independent auditors, as stated in their report which is incorporated herein
by reference, and have been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing
as stated in their report.
14
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses Of Insurance And Distribution
The following sets forth the estimated expenses and costs in connection with
the issuance and distribution of securities being registered hereby. All
such expenses will be borne by the Company.
Securities and Exchange Commission Registration Fee...... $ 118.80
Accounting Fees and Expenses............................. 2,000.00*
Legal Fees and Expenses.................................. [1]
Printing expenses........................................ 2,000.00
Miscellaneous............................................ 1,250.00*
----------
Total.................................................... $ 5,368.80 [1]
==========
---------------------
* Estimated
[1] Legal Fees will be paid in the form of Common Stock
Item 15. Indemnification Of Directors And Officers.
Nevada Revised Statutes 78.037 is incorporated herein by this reference.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, the Securities Exchange Act of 1934 or the Rules and
Regulations of the Securities and Exchange Commission thereunder may be
permitted under said indemnification provisions of the law, or otherwise,
the Company has been advised that, in the opinion of the Securities and
Exchange Commission, any such indemnification is against public policy and
is, therefore, unenforceable.
ARTICLES AND BYLAWS. The Company's Articles of Incorporation and the
Company's Bylaws provide that the Company shall, to the fullest extent
permitted by law, indemnify all directors of the Company, as well as any
officers or employees of the Company to whom the Company has agreed to
grant indemnification.
Item 16. Exhibits And Financial Statement Schedules.
Certain of the following exhibits are filed as part of this registration
statement.
The following are filed as exhibits to this Registration Statement:
Sequentially
Numbered
Exhibit No. Description Page
4.1 Instruments defining the rights of security holders
including indentures
4.2 Amended and Restated Articles of Incorporation, dated
January 13, 1995, of the Company. Incorporated by
reference to the Company's Annual Report on Form 10-KSB
for the Fiscal year ended December 31, 1999.
4.3 By-laws of the Company, dated January 13, 1995.
Incorporated by reference to the Company's Annual Report
on Form 10-KSB, for the fiscal year ended December 31, 1999.
5 Opinion of Charles A. Cleveland, re: Legality
10 Consulting Agreement, dated January 7, 2000, between
Registrant and Kevin Smith
23.1 Consent of Clancy and Co., PLLC, Certified Public Accountants
23.2 Consent of Charles A. Cleveland, Attorney At Law (See Exh 5)
24 Powers of Attorney (contained on Sequential page 16 of this
Registration Statement)
15
<PAGE>
Item 17. Undertakings.
(a) The 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:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(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; and
(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;
Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to the included in a post-effective
amendment by those Paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of 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 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.
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 of Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 17th day of July, 2000.
epersonnelmanagement.com
By: ____________________
Donna Anderson
Title: President, Chief Executive Officer,
By: ____________________
Charles Kiefner
Title: Secretary
Date:
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Donna Anderson, as his/her true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, therewith, with the Securities and
Exchange Commission, and to make any and all state securities law or Blue
Sky filings, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying the confirming
all that said attorney-in-fact and agent, or any substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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
______________ President and Director July 17, 2000.
Donna Anderson
_______________ Secretary and Director July 17, 2000
Charles Kiefner
_______________ Director July 17, 2000.
Charles A. Cohen
16
<PAGE>
Exhibit 10
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made on January 7, 2000, between,
Definition, Ltd., and Kevin Smith.
RECITALS
WHEREAS, the Company desires to be assured of the association and
services of Consultant in order to avial itself of the Consultant's experience,
skills abilities, background and knowledge to facilitate long range planning
and to execute the Company's business and marketing needs in an orderly and
efficient manner; the Company is therefore willing to engage the Consultant
upon the terms and conditions herein contained:
WHEREAS, the Consultant agrees to be engaged and retained by the Company
in accordance with the following terms and conditions.
NOW, THEREFORE, in consideration of the recitals, promises and
Conditions contained herein, the Consultant and the Company agree as follows:
I. CONSULTING SERVICES, The Company hereby retains the consultant to:
1. Identify Merger and Acquisition candidates.
2. Assist in the Proper Structure of the Acquisition
2. TERM. The term of this Agreement shall be for a period of one year
commencing immediately and is renewable for a successive period of 6 months
by mutual agreement.
3. COMPENSATION TO CONSULTANT. Definition, Ltd., agrees to compensate
Kevin Smith in the amount of: 250,000 shares of common stock.
4. RELATIONSHIP OF PARTIES. This agreement shall not constitute an
employer-employee relationship. It is the intention of each party that
the Consultant shall be an independent contractor and not an employee of
the Company. Consultant shall not have authority to act as the agent of the
Company except when such authority is specifically deldgated to the
Consultant by the Company. Subject to the express provisions herein,
the manner and means utilized by the Consultant in the performance of the
Consultants services hereunder shall be at the sole discretion of the
Consultant. All compensation paid to the Consultant thereunder shall
constitute earnings to the Consultant from self-employment income. The
Company shall not withhold any amounts therefrom as federal or state
income tax withholding from wages or as employee contributions under the
Federal Insurance Contributions Act (Social Security) or any similar
federal or state law applicable to employers and employees.
5. EXPENSES. The Company agrees to pay all incurred by the consultant
in furtherance of the business of the Company, including travel, food,
lodging and entertainment expenses whenever possible and feasible to take
advantage of group discounts. The company will make travel and lodging
arrangements for the consultant. The Company upon presentation of
reasonably acceptable receipts will reimburse additional expenses to the
Consultant.
6. NOTICES. Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally
served in writing or when deposited in the United States mail, postage
prepaid, addressed to the other party at the address appearing at the end of
this agreement. Either party may change its address by written notice made
in accordance with this section.
7. BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective legal representatives,
Administrators, Exectors, Successors, subsidiaries and affiliates.
8. GOVERNING LAW. This Agreement is made and shall be governed and construed
in accordance with the laws of the state, of Florida and it is agreed that
jurisdiction and venue of any actions pertaining to this Agreement will
in the City of Palm Springs, CA.
9. ASSIGNMENT. Any attempt by either party to assign any rights,
duties or obligations which arise under this Agreement without the prior
written consent of the other part shall be void, and shall constitute a breach
of the terms of this Agreement.
10. ENTIRE AGREEMNENT. MODIFICATION. This Agreement constitutes the
entire agreement between the Company and the Consultant. No promises.
Guarantees, Inducements, or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by the party or
parties to be charged.
11. COMPETITION. This Agreement shall be non-exclusive.
12. LITIGATION EXPENSES. If any action at law or in equity is brought
be either party to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, costs,
and disbursements in addition to any other relief to which it may be
entitled.
IN WITNESS WHEREOF, the parties have executed this agreement on the day
and year first above written.
BY ________________________
/s/ Donna Anderson
President, CEO
Definition, Ltd.
BY ________________________
/s/ Kevin Smith
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of our report on examination of the financial statements of
epersonnelmanagement.com (formerly Definiton, Ltd.) for the year ended
December 31, 1999, dated May 5, 2000, and incorporated in the Company's Annual
Report on Form 10-KSB, and to the use of our name, and the statements with
respect to us, as appearing under the heading "Experts" in the Reoffer
Prospectus.
/s/ Clancy & Co., P.L.L.C.
Certified Public Accountants
Phoenix, Arizona
July 17, 2000
Exhibit 5/23.2
CONSENT OF CHARLES A. CLEVELAND, ATTORNEY AT LAW
July 18, 2000
epersonnelmanagement.com
120 St. Croix Avenue
Cocoa Beach, FL 32931
Re: epersonnelmanagement.com - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for epersonnelmanagement.com, a Nevada corporation
(the "Company"), in connection with the preparation of a Registration
Statement on Form S-8 (the "Registraton Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933,
as amended, relating to the registration of an aggregate of 1,200,000
shares (the "shares") of the Company's Common Stock, par value $0.001
per share ("Common Stock"), all of which may be sold by certain stockholders
of the Company, namely Charles A. Cohen, John P. Anderson, Charles R.
Kiefner, Kevin Smith and Charles A. Cleveland (the "Selling Stockholders").
I have examined the Registration Statement and such documents and records of
the Company and other documents as I had deemed necessary for purposes of this
opinion. We have not made any independent review or investigation of the
organization, existence, good standing, assets, business or affairs of the
Company, or of any other manners. In rendering our opinion, we have assumed
without inquiry the legal capacity of all natural persons, the genuineness
of all signatures, and the authenticity of all documents submitted to us.
We have not undertaken any independent investigation to determine facts
bearing on this opinion, and no inference as to the best of our knowledge
of facts based on an independent investigation should be drawn from this
representation.
In rendering the following opinion, I have made the followng assumptions:
the shares issued to any consultants were issued by the Company for
bona fide services to the Company; the services performed were not for
capital-raising transactions and did not or do not directly or indirectly
promote or maintain a market for the Company's stock; and all of the Selling
Shareholders are natural persons.
Based upon the foregoing, I am of the opinion that upon the happening of the
following events,
(a) due action by the Board of Directors of the Company authorizing the
issuance and/or sale of the Shares by the Selling Shareholders;
(b) filing of the Registration Statement and any amendments thereto and
the becoming effective of the Registration Statement;
(c) due execution by the Company and registration by its registrars of
the Shares of the Selling Shareholders and sale thereof as contemplated
by the Registration Statement and in accordance with the aforesaid
corporate and governmental authorizations; and,
(d) Selling Shareholders acting in compliance with the terms and conditions
of Rule 144, specifically, Rule 144 (e), as required by General
Instructions to Form S-8.
the Shares are duly authorized for issuance and are validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is given as of the date hereof, and we assume no obligation
to advise you after the date hereof of facts or circumstances that come to
our attention or changes in law that occur which could affect the opinions
contained herein.
For purposes of Item 509, of Regulation S-K, I retain a contingent interest
of approximately 100,000 shares of Common Stock of the Company, for services
performed in connection with the filing of the registration statement on Form
S-8, as well as other legal services on behalf of the Company. Together with
the shares I currently own and shares to be received, I will possess 250,000
shares of Common Stock of the Company.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished, or quoted to, or
relied upon by any other person, firm or corporation for any purpose without
our prior express written consent.
Very truly yours,
CHARLES A. CLEVELAND, P.S.
BY: _________________________
Charles A. Cleveland
CAC:lrb
