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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 33-55254026
SEAVIEW UNDERWATER RESEARCH, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER
NEVADA 87-0438640
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
200 MADONNA BLVD., TIERRA VERDE, FLORIDA 33715
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1999 CONSULTANT COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
RICHARD L. MCBRIDE, PRESIDENT
200 MADONNA BLVD., TIERRA VERDE, FLORIDA 33715
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(727) 866-3660
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
OF
SECURITIES TO REGISTERED OFFERING PRICE AGGREGATE OFFERING
REGISTRATION
BE REGISTERED PRICE PER SHARE PRICE FEE
COMMON STOCK 250,000 $.001 $.001 $ 250.00 $ .07
.001 PAR VALUE
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
(A) GENERAL PLAN INFORMATION
(1) THE PLAN IS TO BE ENTITLED "THE 1999 CONSULTANT COMPENSATION PLAN" AND IS TO
BE OFFERED BY SEAVIEW UNDERWATER RESEARCH, INC. (HEREINAFTER "REGISTRANT").
(2) THE GENERAL NATURE AND PURPOSE IS TO COMPENSATE THE FOLLOWING CONSULTANTS
(HEREINAFTER CONSULTANTS) FOR SERVICES RENDERED TO REGISTRANT:
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(I) JENNIFER LAWSON, 250,000 SHARES
422 THIRD AVENUE NORTH
ST. PETERSBURG, FLORIDA 33715
SERVICES PROVIDED INCLUDE MARKETING, ADVERTISING DESIGN
AND MODEL/SPOKESPERSON SERVICES FOR REGISTRANT'S PRODUCTS.
THE TERM OF THE CONSULTING SERVICES IS FOR TWO (2) YEARS. THIS IS
CONTEMPLATED TO BE A ONE-TIME TRANSFER OF REGISTRANT'S SECURITIES TO
CONSULTANT. THERE ARE NO PROVISIONS FOR MODIFICATION, EARLY
TERMINATION, OR EXTENSION CURRENTLY BEING CONTEMPLATED.
(3) THE PLAN IS NOT, UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO ANY
PROVISIONS OF ERISA.
(4) CONTACT INFORMATION: RICHARD McBRIDE, SEAVIEW UNDERWATER RESEARCH, INC.,
200 MADONNA, TIERRA VERDE, FL. 33706
(B) SECURITIES TO BE OFFERED
(1) REGISTRANT'S COMMON STOCK WILL BE OFFERED, IN THE AMOUNT OF
250,000 SHARES.
(2) NOT APPLICABLE
(C) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN: THE CONSULTANT LISTED IN
NO. 2 ABOVE ARE THE ONLY ELIGIBLE PARTICIPANTS IN THIS PLAN.
(D) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED:
(1) CONSULTANT SHALL HAVE 30 DAYS WITHIN WHICH TO RECEIVE THE SHARES;
THE PURCHASE PRICE IS AT MAXIMUM $.001 PER SHARE.
(2) CONSULTANT SHALL SUBMIT PAYMENT TO SEAVIEW AT THE TIME THAT
SHE CHOOSES TO RECEIVE THE SHARES.
(3) CONSULTANT IS PERMITTED TO RECEIVE A TOTAL OF 250,000 SHARES.
(4) NOT APPLICABLE
(5) NOT APPLICABLE
(6) THE SECURITIES WILL BE PURCHASED DIRECTLY FROM REGISTRANT'S TREASURY;
CURRENTLY, NO FEES, COMMISSIONS OR OTHER CHARGES WILL BE PAID.
(E) RESALE RESTRICTIONS: NO RESTRICTIONS ON RESALE ARE CURRENTLY
CONTEMPLATED.
(F) TAX EFFECTS OF PLAN PARTICIPATION: CONSULTANT WILL REALIZE A GAIN WHEN
SHE SELLS THE SHARES, BASED ON THE SALE PRICE SHE RECEIVES VERSUS THE PURCHASE
PRICE. REGISTRANT DOES NOT FORESEE A TAX CONSEQUENCE FOR ITSELF. THE PLAN DOES
NOT, TO THE BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(A) OF THE
INTERNAL REVENUE CODE.
(G) INVESTMENT OF FUNDS: THE FUNDS RECEIVED, IF ANY, WILL BE MINIMAL, AND
WILL BE USED FOR GENERAL USE OF REGISTRANT.
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(H) WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
(1) NO WITHDRAWAL OR TERMINATION TERMS ARE CURRENTLY CONTEMPLATED.
(2) NO ASSIGNMENT OR HYPOTHECATION TERMS ARE CURRENTLY CONTEMPLATED,
BUT REGISTRANT WILL PERMIT AN ASSIGNMENT OF THE INTERESTS IF A PARTY CHOOSES TO
ASSIGN THEIR INTEREST TO A THIRD PARTY.
(3) NOT APPLICABLE
(I) FORFEITURES AND PENALTIES: THERE IS NO CURRENTLY CONTEMPLATED
FORFEITURE OR PENALTY EVENT.
(J) CHARGES, DEDUCTIONS AND LIENS THEREOF
(1) THERE ARE NO CHARGES OR DEDUCTIONS CURRENTLY CONTEMPLATED.
(2) THERE ARE NO CREATION OF LIEN TERMS CURRENTLY CONTEMPLATED.
(3) NOT APPLICABLE
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
REGISTRANT PLANS TO IMMEDIATELY FORWARD A COPY OF THIS FORM AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE TO THE APPLICABLE PARTIES UPON THE
FILING OF THIS FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS
SECTION.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(A) THE FORM 10-K REPORT FILED BY REGISTRANT FOR THE YEAR ENDING DECEMBER 31,
1998 IS HEREBY INCORPORATED BY REFERENCE.
(B) THE 10-Q REPORTS FILED BY REGISTRANT FOR THE FISCAL QUARTERS ENDING
JUNE 30, 1999; AND MARCH 31, 1999, ARE HEREBY INCORPORATED BY REFERENCE.
(C) NOT APPLICABLE
IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO SECTIONS
13(A), 13(C), 14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, IF ANY, ARE
INCORPORATED BY REFERENCE.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
THERE ARE NO RELEVANT INTERESTS OF EXPERT OR COUNSEL IN THIS FORM THAT REQUIRE
DISCLOSURE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
REGISTRANT'S CHARTER GENERALLY INDEMNIFIES A DIRECTOR OR AN OFFICER AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
NO EXEMPTION FROM REGISTRATION IS HEREBY CLAIMED SINCE THERE IS NO REOFFERING OR
RESALE OF RESTRICTED SECURITIES INVOLVED.
ITEM 8. EXHIBITS
EXHIBIT 4 - CONSULTING AGREEMENT
EXHIBIT 5 - OPINION OF LEGAL COUNSEL
EXHIBIT 15 - UNAUDITED INTERIM FINANCIAL INFORMATION IS INCORPORATED FROM
REGISTRANT'S FORM 10-Q FILED FOR THE QUARTER ENDED JUNE 30, 1999.
EXHIBIT 23 IS INCORPORATED FROM REGISTRANT'S PREVIOUS FORM 10-K, 10-Q's AND
REGISTRATION STATEMENT FILINGS.
ITEM 9. UNDERTAKINGS
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") 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 SECURITIES ACT AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT
THAT A CLAIM FOR INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER THAN THE
PAYMENT BY 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, 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 SECURITIES
ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.
SIGNATURES
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF TIERRA VERDE, FLORIDA, ON SEPTEMBER 30,
1999.
SEAVIEW UNDERWATER RESEARCH, INC.,
A NEVADA CORPORATION
/S/ RICHARD L. MCBRIDE, PRESIDENT
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CONSULTING AGREEMENT
This Agreement is entered into on September 24, 1999 by and between SeaView
Underwater Research Inc., (hereinafter "SEAVIEW"), a Nevada corporation; and
Jennifer Lawson (hereinafter "CONSULTANT," with respect to the following facts:
A. SEAVIEW is engaged in business of manufacturing video cameras for
Underwater and Security Monitoring uses.
B. SEAVIEW is desirous of having CONSULTANT participate in business
consulting, specifically relating to marketing, advertising design, and as a
model/spokesperson.
NOW THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto agree as follows:
1. Services to be provided by CONSULTANT:
CONSULTANT has been and will continue to perform consulting services on behalf
of SEAVIEW.
2. Compensation.
2.1. As consideration for consultant services, SEAVIEW hereby grants to
Jennifer Lawson. 250,000 shares of its common free-trading stock, and also
150,000 shares of its common stock subject to restrictions as stated below. The
Shares will immediately be issued by SEAVIEW.
2.2. Expenses. SEAVIEW will be responsible for any expenses incurred by
CONSULTANT in performing its obligations under this Agreement.
3. Restricted Securities.
CONSULTANT represents that the shares are being acquired for her own account
and not on behalf of any other entity, and that the Shares are being acquired
for investment purposes and not for distribution. CONSULTANT represents that an
investment in the shares is a suitable investment for itself, taking into
consideration the restrictions on transferability affecting the shares and
underlying common stock. CONSULTANT understands that 150,000 shares of common
stock are "restricted securities" within the meaning of Rule 144 of the General
Rules and Regulations under the Securities Act of 1933 (the "Act") and
applicable state statutes.
4. Form S-8 Registration Statement.
SEAVIEW represents that it intends to file a registration statement on Form S-8
with the Securities and Exchange Commission as soon as reasonably practicable
and that it will include in such registration a statement of the shares of
common stock.
5. Items to be provided by SEAVIEW.
6. SEAVIEW agrees to provide CONSULTANT with current documentation and
access to any and all information necessary for CONSULTANT to perform services
under the terms of this agreement.
7. Other Instruments.
Each party hereby agrees to execute and deliver to the other party within five
(5) days after receipt of a written request therefore, such other and further
documents, statements of interest and holdings, designations and other
instruments and to take such other action as the parties deem necessary, useful
or appropriate to comply with any laws, rules or regulations or as may be
necessary under this Agreement.
8. Term of Agreement.
This Agreement will terminate September 21st, 2001, unless mutually extended by
the parties in writing.
9. Indemnification.
Each party shall indemnify, reimburse and hold harmless the other party against
all expenses, attorney's fees, losses, damages, claims, judgments and other
liabilities arising from any breach of such party's representations, warranties,
covenants and duties as set forth in this Agreement and/or arising from such
party's acts of omissions constituting willful misconduct or gross negligence.
Such party shall immediately indemnify, pay, and reimburse the expenses,
attorneys, fees, losses, damages, claims, judgments and other liabilities of the
other party as they arise.
10. Confidentiality.
Except as otherwise agreed by the parties, and except as required in connection
with the development, manufacturing, licensing, advertising and/or marketing of
the products, or as required by governmental or court order, each party agrees
to keep the other's information secret and confidential in the same manner as
its other confidential proprietary information, and agrees not to disclose in
any manner to any third party any technology, know-how, trade secrets or other
proprietary information of the other party, (the "Confidential Information")
secured as a result of or in connection with this Agreement. Upon the
termination of this Agreement, each party agrees to immediately cease using all
Confidential Information and return all documents, writings and materials
relating to Confidential Information to the other party. Other instruments of
Confidentiality as may be required outside the scope of this Agreement may also
be recognized.
10. Notices.
Any notice, payment, request, demand or other communication hereunder shall be
deemed to have been duly given when:
(i) Delivered personally to the party to be notified; or
(ii) Sent by facsimile transmission, twelve hours after the facsimile
message was sent to the facsimile number set forth below; or
(iii) Sent by registered or certified mail, three business days after the
date sent, postage paid, to the address set forth below; or
(iv) Sent by certified mail, upon delivery, postage paid, to the party to be
notified at the address set forth below:
If to SEAVIEW: If to CONSULTANT:
Richard McBride Jennifer Lawson
200 Madonna Blvd. 422 Third Avenue North
Tierra Verde, FL 33715 St. Petersburg, FL 33715
Facsimile: 727-866-0813
Any party may change its address, facsimile number and/or representative at any
time by giving at least ten days prior written notice to the other.
11. Governing Law.
This Agreement shall be deemed to be made under and shall be construed in
accordance with the laws of the state of Florida.
12. Severability.
If any provision of the Agreement or the application thereof to any person
or circumstance shall be deemed to held to be invalid, illegal or unenforceable
to any extent, the remainder of this Agreement shall not be affected and the
application of such affected provision shall be enforced to the greatest extent
possible under law.
13. Headings.
All section or subsection titles or captions contained in this Agreement are
for convenience only and shall not be deemed part of the context of this
Agreement.
14. Entire Agreement.
This Agreement contains the entire understanding between and among the parties
hereto and supersedes any prior understandings and agreements between and among
them representing the subject of this Agreement.
15. Attorneys' Fees.
In the event litigation is instituted by either of the parties to enforce this
Agreement, the prevailing party in such litigation shall be entitled to recover
its attorneys' fees from the other party.
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IN WITNESS WHEREOF, this Agreement has been executed on the date first above
written.
SEAVIEW UNDERWATER RESEARCH, INC., CONSULTANT
a FLORIDA corporation /s/ Jennifer Lawson
BY: /s/ Richard McBride, President
WITNESS:
/s/ James Cox, Secretary/Treasurer
September 30, 1999
Mr. Richard McBride, President
Seaview Underwater Research, Inc.
200 Madonna Blvd.
Tierra Verde, Florida 33715
RE: Seaview Underwater Research, Inc. (the "Company")
Dear Richard:
You have requested my opinion regarding issuance of certain shares for
consulting services to Jennifer Lawson, subject to a Form S-8 registration
statement, filed with the Securities and Exchange Commission.
I have reviewed the relevant documents in connection with the offering,
including the Consulting Agreement, and such other corporate documents as I deem
necessary and appropriate in connection with the transaction. I have also
discussed the transaction with management of the Company, and received such
assurances from them as I deem necessary under the circumstances.
Based thereon, it is my opinion that the Company may issue 250,000 unrestricted
shares of its Common Stock to Jennifer Lawson, a individual who is an
accredited investor, as that term is defined in 17 CFR 230.501(a), pursuant to
the terms of the Consulting Agreement, dated September 24, 1999. When issued,
the shares shall be fully paid and non-assessable.
The information set forth herein is effective as of the date of this letter.
If you have any questions regarding this matter, please do not hesitate to
contact me.
Very truly yours,
/s/ Michael J. Morrison, Esq.
MJM:rsd
