SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 1
TESSA COMPLETE HEALTH CARE, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-0975098
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
138 Escondido Avenue, Suite 207, Vista, California 92084
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(Address of Principal Executive Offices) (Zip Code)
Employment Agreement By and Between
Tessa Complete Health Care, Inc. and Robert C. Flippin, Dated January 3, 2000
(Full title of the plan)
CT Corporation System
1201 Peachtree Street, NE
Atlanta, Georgia 30361
(404) 888-6494
(Name, address, and telephone number of agent for service)
Copies to:
Steven D. Adler, P.C.
5420 S.W. Westwood View
Portland, Oregon 97201-2770
(503) 293-9000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ---------------- ----------------------- ----------------------- ----------------
Proposed maximum
Proposed maximum aggregate offering Amount of
Title of securities to Amount to be offering price per price registration
be registered registered (1) share (2) fee
(2) (3)
------------------------- ---------------- ----------------------- ----------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.02 per 390,625 $0.32 $125,000 $33.00
share shares
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</TABLE>
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1 The index to exhibits is located on page 8 of this registration statement.
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(1) This filing registers 390,625 shares of registrant's common stock, par value
$0.02 per share (the "Common Stock"), reserved for issuance as a sign-on bonus
for employment services to be provided to registrant ("Company") by Robert C.
Flippin ("Employee") pursuant to that certain Employment Agreement dated January
3, 2000, by and between Company and Employee (the "Plan"). There are also
registered an undetermined number of additional shares of Common Stock that may
become available for purchase by Employee in the event of a change in the
outstanding shares of Common Stock, including a recapitalization.
(2) Based upon the proposed maximum offering price of $0.32 per share for
390,625 shares of Common Stock reserved for issuance under the Plan.
(3) Calculated in accordance with Section 6(b) of the Securities Act of 1933, as
amended (the "Act"), and Securities and Exchange Commission ("SEC") Rule 457(h)
promulgated under the Act.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Company with the SEC are incorporated
by reference in this registration statement:
(a) Company's annual report on Form 10-KSB for fiscal year 1999,
filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); 2
(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 registration statement on Form 10-SB, as amended, for
registering the Common Stock under Section 12 of the Exchange
Act, including, without limitation, the description of the
Common Stock contained therein and any
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2 On March 16, 2000, Company consummated a merger with Zaba
International, Inc. (formerly HA Spinnaker, Inc.), a Colorado corporation
("Zaba"), and filed Articles of Merger on April 3, 2000. Company emerged as the
surviving corporation, and Zaba dissolved by operation of law. Prior to the
merger, Zaba was an SEC reporting "shell" corporation, and Company was a
non-reporting, publicly traded company. Company effected the merger with Zaba
and became a successor issuer thereto in order to comply with new reporting
company requirements implemented by the National Association of Securities
Dealers and thereby continue to be listed and have its securities traded on the
Over-the-Counter Bulletin Board. As a result of the merger, Company stepped into
Zaba's place and stead and became an SEC reporting company. Company's first
annual report on Form 10-KSB in its own right will be filed during the first
quarter of 2001 for the fiscal year ending December 31, 2000. The annual report
referred to in Item 3(a) above is that of Zaba for Zaba's fiscal year ended
November 30, 1999.
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amendment or report filed for the purpose of updating such
description.3 In connection therewith, the following
additional information is provided:
(i) The Common Stock was initially registered under
Section 12(g) of the Exchange Act on February 28,
1997, on the Form 10-SB referenced above. Company is
currently authorized to issue up to 50,000,000 shares
of Common Stock, par value $.02 per share. As of
December 29, 2000, there are 19,708,923 shares of
Common Stock issued and outstanding.
(ii) Holders of the Common Stock are entitled to one vote
per share on each matter submitted to vote at any
meeting of shareholders. Shares of Common Stock do
not carry cumulative voting rights and, therefore,
holders of a majority of the outstanding shares of
Common Stock are able to elect the entire board of
directors of Company and, if they do so, minority
shareholders would not be able to elect any members
to Company's board of directors.
(iii) Company's board of directors has authority, without
action by Company's shareholders, to issue all or any
portion of the authorized but unissued shares of
Common Stock, which would have the effect of reducing
the percentage of securities ownership of Company's
shareholders and diluting the book value of the
Common Stock.
(iv) Shareholders have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock
is not subject to redemption and carries no
subscription or conversion rights. In the event of
liquidation of Company, the holders of shares of
Common Stock are entitled to share equally in
corporate assets after the holders, if any, of
preferred stock and after satisfaction of
liabilities. Holders of Common Stock are entitled to
receive such dividends as Company's board of
directors may from time to time declare out of funds
legally available for the payment thereof. Company
has never paid cash dividends on its Common Stock and
does not anticipate that it will pay cash dividends
thereon in the foreseeable future.
All documents filed by the Company subsequent to those listed in Item
3(a)-(c) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or
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3 Zaba was incorporated on September 28, 1988, as a Colorado
corporation. The corporation's name was changed from HA Spinnaker, Inc. to Zaba
International, Inc. in July 1996. On July 29, 1996, Zaba filed a registration
statement with the SEC on Form 10-SB under the name HA Spinnaker, Inc., which
registration statement became effective on February 28, 1997. The registration
statement was filed on the basis of management's belief that the primary
attraction of Zaba as a merger partner or acquisition candidate was its status
as an SEC reporting company under the Exchange Act. The registration statement
referred to in Item 3(c) above is the Zaba registration statement described in
this footnote 3.
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which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In addition to any rights of indemnification that may be granted to
directors and officers under the Georgia Business Corporation Code, as amended,
Company's Restated Bylaws (the "Bylaws") grant Company broad powers to indemnify
directors and officers against liabilities that they may incur in such
capacities.
The Bylaws require the indemnification of an officer or director made
or threatened to be made a party to a proceeding because such person is or was
an officer or director of Company against certain liabilities and expenses if:
(i) the officer or director acted in good faith; (ii) the officer or director
reasonably believed the actions were in or not opposed to Company's best
interest; and (iii) in the case of a criminal proceeding, the officer or
director had no reasonable cause to believe that the conduct was unlawful. In
the case of any proceeding by or in the right of Company, an officer or director
is entitled to indemnification to the fullest extent permitted by law if the
officer or director acted in good faith and in a manner the officer or director
reasonably believed was in or not opposed to Company's best interest.
In order to induce capable persons to serve or continue to service as
directors and officers of Company and to enable them to perform their duties to
Company secure in the knowledge that certain expenses and liabilities that may
be incurred by them will be borne by Company, Company memorialized the basic
precepts regarding indemnification as currently embodied in the Bylaws as set
forth above in those certain Indemnification Agreements entered into in June
2000 by and between Company and each of its current officers and directors.
However, an officer or director is generally not entitled to
indemnification: (i) in connection with any proceeding charging improper
personal benefit to the officer or director in which the officer or director is
adjudged liable on the basis that personal benefit was improperly received; or
(ii) in connection with any proceeding initiated by such person against Company,
its directors, officers, employees, or other agents.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed in the index to exhibits, which appears on page 8
hereof, are filed as part of this registration statement.
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Item 9. Undertakings.
A. The undersigned 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:
(a) To include any prospectus required by
section 10(a)(3) of the Act;
(b) 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 thereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(c) 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)(a) and
A(1)(b) do not apply if the information required to
be 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 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 pursuant to the above-referenced
provisions, or otherwise, the registrant has been advised that
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in the opinion of the SEC 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 Act, as amended, 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 Vista, California, on December 29, 2000.
TESSA COMPLETE HEALTH CARE, INC.
By: /s/ Robert C. Flippin
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Robert C. Flippin
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Robert C. Flippin his or her true and
lawful attorney-in- fact and agent, with full power of substitution for him or
her in any and all capacities, to sign any and all amendments or post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto such attorney and agent full power and authority to do any and all
acts and things necessary or advisable in connection with such matters, and
hereby ratifying and confirming all that such attorney and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the date(s)
indicated:
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<PAGE>
Principal Executive Officer: Date:
/s/ Robert C. Flippin December 29, 2000
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Robert C. Flippin
President and Chief Executive Officer
Principal Financial Officer:
/s/ Robert C. Flippin December 29, 2000
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Robert C. Flippin
Chief Financial Officer and Treasurer
Controller or Principal Accounting Officer:
/s/ Robert C. Flippin December 29, 2000
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Robert C. Flippin
Controller
Directors:
/s/ Robert C. Flippin December 29, 2000
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Robert C. Flippin
Director
/s/ Judy Krueger December 29, 2000
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Judy Krueger
Director
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<PAGE>
/s/ Mark R. Newman December 29, 2000
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Mark R. Newman
Director
/s/ Robert Verhey December 29, 2000
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Robert Verhey
Director
INDEX TO EXHIBITS
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Exhibit Number (1) Exhibit Page
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Articles of Incorporation, As Amended
4.1 (relevant portions only) 8
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Restated Bylaws
4.2 (relevant portions only) 8
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Opinion of Steven D. Adler, P.C.
5.1 (regarding legality) 8
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Consent of Steven D. Adler, P.C.
23.1 (included in Exhibit 5.1) 9
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Power of Attorney
24.1 (see page 6 of this registration statement) 6
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(1) Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.
Exhibit 4.1 Articles of Incorporation, As Amended (relevant portions only).
Paragraph 7 regarding preemptive rights of shareholders and sales by
Company of additional authorized but unissued shares of Common Stock
(included in Items 3(c)(iii) and 3(c)(iv) above).
Exhibit 4.2 Restated Bylaws (relevant portions only).
Section 10 regarding voting of shares (included in Item 3(c)(ii)
above).
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