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As Filed with the Securities and Exchange Commission on February 24, 1997
Registration Number 0-20101
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WINNERS ALL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3545304
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
600 NW 44th Street - Suite 2H
Ft. Lauderdale, Florida 33309
Telephone: 954-561-0009
(Address of principal executive offices)
Winners All International, Inc.
1997 Non-Statutory Stock Option Plan
(Full title of the Plan)
Gary B. Wolff, P.C.
747 Third Avenue
New York, New York 10017
Telephone: (212) 644-6446
(Name, address and telephone number of agent for service.)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share offering price fee
Common Stock
<C> <C> <C> <C> <C>
$.01 par value 3,000,000 $.50 $1,500,000 $454.55
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-K.
(b) All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the year covered by the Form 10-K referred to in
(a) above.
(c) Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a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 modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
The registrant is authorized to issue Sixty Million (60,000,000) shares of
Common Stock. The par value of each of said shares is $.01. All such shares are
of one class, which shares of Common Stock has full voting and dividend rights
(subject to such preferential dividend rights as may be applicable to shares of
Preferred Stock) but without cumulative voting rights or any pre-emptive rights.
Item 5. Interest of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law of the State of Delaware contains
provisions entitling directors and officers of the registrant to indemnification
from judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, as the result of an action
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or proceeding in which they may be involved by reason of being or having been a
director or officer of the registrant provided said officers or directors acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Additionally, Articles "SIXTH" and "SEVENTH" of the registrant's Restated
Certificate of Incorporation entitled "Limited Liability" and "Indemnification"
respectively, as filed with the Delaware Secretary of State and as dated June
28, 1994 contains various provisions applicable hereto and reading as follows:
"SIXTH: Limited Liability. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware GCL, or (iv) for any
transaction from which the director derived any improper personal
benefit. If the General Corporation Law of the State of Delaware is
herewith amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of
such repeal or modification."
"SEVENTH: Indemnification. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or complete action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by
reason of the fact that he is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (an
"indemnitee"), against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Corporation, in accordance with and
to the full extent permitted by statute. Except as otherwise provided
in paragraph (c) hereof, the Corporation shall be required to indemnify
an indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if the initiation of such proceeding
(or part thereof) by the indemnitee was authorized by the Board of
Directors of the Corporation.
(B) The Corporation shall pay the expense (including
attorneys' fees) incurred by an indemnitee in defending any proceeding
in advance of its final disposition, provided, however, that the
payment of expenses incurred by a director or officer in advance of the
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final disposition of the proceeding shall be made only upon receipt of
an undertaking by the director or officer to repay all amounts advanced
if it should be ultimately determined that the director or officer is
not entitled to be indemnified hereunder or otherwise.
(C) If a claim for indemnification or payment of expenses
hereunder is not paid in full within sixty days after a written claim
therefor by the indemnitee has been received by the Corporation, the
indemnitee may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the indemnitee was
not entitled to the requested indemnification or payment of expenses
under applicable law.
(D) The Corporation's obligation, if any, to indemnify or
advance expenses to any person who is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture or other enterprise shall be reduced by any
amount such person may collect as indemnification from such other
corporation, partnership, joint venture or other enterprise.
(E) Any repeal or modification of the foregoing provisions
hereof shall not adversely affect any right or protection hereunder of
any persons in respect of any act or omission occurring prior to the
time of such repeal or modification.
The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under these Articles or any agreement
or vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such
a person.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
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:
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(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(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 thereto) which, individually or in the
aggregate, represents 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;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 124c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus
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to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6, or otherwise, 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.
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SIGNATURES
The Registrant. 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Ft. Lauderdale, State of Florida on
February 20, 1997.
Winners All International, Inc.
/Edgar M. Reynolds/
By: Edgar M. Reynolds, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Name Date
/Edgar M. Reynolds/ Feb. 20, 1997
- -------------------------------------
Edgar M. Reynolds, President, CEO,
Principal Accounting Officer and a Director
/Charles Gargano/ Feb. 20, 1997
- -------------------------------------
Charles Gargano, Director
_____________________________________ Feb. , 1997
David M. Goldblatt, Director
_____________________________________ Feb. , 1997
Jeffrey Goldstein, Director
/Howard Weiser/ Feb. 20, 1997
- -------------------------------------
Howard Weiser, Director
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Page in Sequential
Exhibit Index. Number System
(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
(4) Not Applicable
(5) Consent and Opinion of Gary B. Wolff, P.C., 747 Third
Avenue, New York, New York 10017 regarding legality
of securities registered under this Registration
Statement and to the references to such attorney
in the Registration Statement on Form S-8 9
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Consent of Joel S. Baum, CPA, P.A., Certified Public
Accountants for the Company for fiscal years ended
July 31, 1996 and 1995 10
(24) Not Applicable
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Not Applicable
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February 21, 1997
CONSENT AND OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Gentlemen:
I am securities counsel to Winners All International, Inc., a Delaware
corporation (the "Company"). I have, in such capacity, examined and am familiar
with the Articles of Organization, as amended, and the By-laws of the Company,
and have examined the records of corporate proceedings. I have also examined and
am familiar with such other documents as I have considered necessary for
rendering my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that the shares of Common Stock
$.01 par value, of the Company reserved for issuance under the Winners All
International, Inc. 1997 Non-Statutory Stock Option Plan dated February ,
1997, will, when issued in accordance with the terms of such plan, be legally
issued, fully paid and nonassessable.
In addition, I hereby consent to the use of our name in the above opinion filed
with the Registration Statement on Form S-8.
Very truly yours,
/Gary B. Wolff/
Gary B. Wolff
GBW:th
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ON LETTERHEAD
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use of our report dated February 5, 1997 on our audit of the
financial statements of Winners All International, Inc. as of July 31, 1996 and
1995, and to all references to our firm included in the Form 10-K for fiscal
year ended July 31, 1996 and incorporated by reference in the Form S-8
registration statement of Winners All International, Inc.
/Joel S. Baum/
Joel S. Baum, CPA, P.A.
February 19, 1997
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