<PAGE> 1
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
BioFarm, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 88-0270266
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2nd Floor, Salisbury House
31 Finsbury Circus
London, UK EC2M 5SQ
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(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
(full name of the plans)
Keith D. Beekmeyer
2nd Floor, Salisbury House
31 Finsbury Circus
London, UK EC2M 5SQ
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(Name and address of agent for service)
44-171-588-8862
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(Telephone number, including area code, of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33483
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
Total Number of Pages: 10
Exhibit Index begins on sequentially numbered page: 7
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
<S> <C> <C> <C> <C>
$.001 PAR 1,200,000(1) $2.00(2) $2,400,000 $667.20
</TABLE>
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(1) Represents shares issued pursuant to consulting agreements for continued
services by attorneys and consultants to the Registrant, including
services related to sales and marketing of the Company's products and
services seeking joint ventures and potential acquisitions and promotional
services with respect to Registrant's seeking to increase its market share
of the in the United States, all of the foregoing in furtherance of the
Registrant's business.
(2) Estimated solely for the purpose of calculating the registration fee based
upon the average of the bid and asked price of the Registrant's Common
Stock as of August 27, 1999.
<PAGE> 2
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
BioFarm, Inc. has heretofore entered into agreements with third party
consultants and attorneys with respect to the issuance of shares of the
Registrant's common stock for services to the Registrant. In consideration for
increasing the scope of the continuing services rendered and to be rendered to
the Registrant until such time as the Registrant shall generate sufficient cash
flow from operations in order to compensate its consultants and attorneys, the
Registrant has prepared this Form S-8 registration statement to provide for the
issuance of shares, as described below.
The Registrant has agreed to issue one million two hundred thousand
shares (1,200,000) for continued corporate consulting and legal services to the
Registrant.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide consultants and attorneys, without charge
upon their written or oral request the documents incorporated by reference
herein in Item 3 of Part II of this Registration Statement. The Registrant
shall also provide the Consultants and Attorneys, without charge, upon their
written or oral request, with all other documents required to be delivered to
Consultants pursuant to Rule 428(b) under the Act. Any and all such requests
shall be directed to the Registrant at its place of business as reflected in
this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year
(period) ending October 31, 1998.
(b) The Registrant's 10-QSB filed June 18, 1999 and any
subsequent amendments filed.
(c) A description of the Registrant's activities and common stock
contained in exhibits to Registrant's filing pursuant to the previously stated
10-KSB in (a), above.
(d) All documents subsequently filed by the Registrant pursuant
to the
<PAGE> 3
Exchange Act prior to the filing of a post-effective amendment indicating that
all such securities then unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing such documents.
Item 4. Description of Securities.
The Registrant has authorized 25,000,000 shares of common stock, $.001
value of which 4,376,930 are issued and outstanding. Holders of Registrant's
Common Stock are entitled to one vote per share on each matter submitted to a
vote of stockholders. Shares of Common Stock do not carry cumulative voting
rights and, therefore, holders of the majority of the outstanding shares of
Common Stock are able to elect the entire board of directors and, if they do
so, minority shareholders would not be able to elect any members of the board
of directors. Holders of Common Stock are entitled to receive such dividends as
the board of directors may from time to time declare out of funds legally
available for the payment of dividends. During the last two fiscal years, the
Registrant has not paid cash dividends on its Common Stock and does not
anticipate that it will pay any cash dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation as well as the Registrant's
By-Laws) provide for the indemnification of directors, officers, employees and
agents of the corporation to the fullest extent provided by the Corporate Law
of the State of Nevada, as well as is described in the Articles of
Incorporation and the By-Laws. These sections generally provide that the
corporation may indemnify any person who was or is a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative except for an action by or in right of
corporation by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation. Generally, no indemnification may be made
where the person has been determined to be negligent or guilty of misconduct in
the performance of his or her duties to the corporation.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:
Exhibit I. See Exhibits in Exhibit Index following the Signature
Page hereof.
<PAGE> 4
Item 9. Undertakings:
The undersigned Registrant hereby undertakes:
(a) 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.
(b) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(d) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, as
amended, 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the foregoing provisions,
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 against such liabilities (other than payment by the Registrant of
expenses paid or incurred 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.
<PAGE> 5
SIGNATURE PAGE
The Registrant, pursuant to the requirements of the Securities Act of
1933, 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 the
undersigned, thereunto duly authorized, in the City of London, England, on the
8th day of September16, 1999.
BIOFARM, INC.
By: /s/ Keith D. Beekmeyer
-----------------------------------------
Keith D. Beekmeyer
Title: President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following persons
in the capacities and on the date indicated.
Dated: London, UK
September 8, 1999
BIOFARM, INC.
By: /s/ Keith D. Beekmeyer
-----------------------------------------
Keith D. Beekmeyer
Title: President, Chief Executive Officer
and Director
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER ITEM
- -------------- ----
<S> <C>
5 Opinion regarding legality
15 Letter on audited financial information (consent of
accountants)
</TABLE>
<PAGE> 1
EXHIBIT 5
L. VAN STILLMAN, P.A. 1177 GEORGE BUSH BOULEVARD, SUITE 308
ATTORNEY-AT-LAW DELRAY BEACH, FLORIDA 33483
TELEPHONE (561) 330-9903
FACSIMILE (561) 330-9116
E-MAIL [email protected]
August 27, 1999
Board of Directors
BioFarms, Inc.
403 Salisbury House
31 Finsburg Circus
London
EC2M 5SQ, UK
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
You have requested my opinion as to whether or not the 1,200,000
shares of common stock (no par value) to be issued to various individuals
solely for services, when issued, will be legally issued and fully paid and
non-assessable securities of the Company. In connection with these agreements,
I have examined the Form of the Registration Statement to be filed by the
Company in connection with such shares on Form S-8; the Articles of
Incorporation of the Company, as amended; the By-Laws of the Company currently
in effect; and the Minutes of the Company relating to the issuance of the
shares. In addition, I have examined such other documents and records,
instruments and certificates of public officials, officers and representatives
of the Company and have made such other investigations as I deemed necessary or
appropriate under the circumstances. In connection with rendering this opinion,
I have reviewed such statutes and regulations as I have deemed relevant and
necessary. In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity of all documents submitted to me
as certified or photostat copies, and the authenticity of the original of such
copies. I have further assumed that the recipients of the shares of common
stock under this agreement will have paid the consideration required under the
terms of such agreement or agreements prior to the issuance of such shares.
Based upon the foregoing, and in reliance thereon, it is my opinion
that, subject to the limitations set forth herein, the agreements made with
individuals for the issuance of 1,200,000 shares of common stock to be issued,
will, upon receipt of full payment,
<PAGE> 2
BOARD OF DIRECTORS
BIOFORMS, INC.
RE: REGISTRATION STATEMENT ON FORM S-8
AUGUST 27, 1999
PAGE 2
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issuance and delivery in accordance with the terms of the agreements covered by
such Registration Statement, be duly and validly authorized, legally issued,
fully paid and non-assessable. This opinion is expressly limited in scope to
the shares enumerated herein which are to be expressly covered by the
Registration Statement and does not cover subsequent issuances of shares to be
made in the future pursuant to such agreement, if any, pertaining to services
to be performed in the future. Such transactions are required to be included in
either a new registration statement or a post effective amendment to the
Registration Statement including updated opinions concerning the validity of
issuance of such shares.
This opinion is limited to the laws of the State of Florida and Nevada
and in particular the General Corporation Laws of the State of Nevada. I
express no opinion with respect to the laws of any other jurisdiction. In
addition, I hereby consent to you filing this opinion with the Securities and
Exchange Commission as an exhibit to the above-referenced Registration
Statement. This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without my prior written consent. This
opinion is based upon my knowledge of the law and facts as of the date hereof.
I assume no duty to communicate with you with respect to any matter which comes
to my attention hereafter.
Very truly yours,
LAW OFFICE OF L. VAN STILLMAN, P.A.
/s/ L. Van Stillman
-----------------------------------
L. Van Stillman, President
LVS:kni
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EXHIBIT 15
BDO INTERNATIONAL LETTERHEAD
Tim Cook 28 July 1999
Suisse Capital Complex
8888 Keystone Crossing Plaza Our ref: 161/1LN/LVW12287
Indianapolis
Indiana Extension: 2497
46240-4609
USA
Dear Sir:
BIOFARM INC
We have previously issued our report, accompanying the financial statement
incorporated herein by reference of the Registrant and its previously filed
10-KSB Annual Report. Our report covered the financial position of Biofarm Inc
and subsidiaries as of 31 October 1998 and the results of its operations and
its cash flows ended 31 October 1998 in conformity with the United States
generally accepted accounting principals.
We hereby consent to the incorporation by reference of said report in the
Registration Statement on Form S-8 being filed with the Securities and Exchange
Commission by the Registrant.
Yours Faithfully
/s/ BDO International
- -----------------------------
BDO International
