As filed with the Securities and Exchange Commission on June 24, 1997
Registration No. 33-55254-43
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERBET, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0485308
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Suite 110, 1777 Botelho Drive, Walnut Creek, California 94596 (510) 296-2400
(Address, including zip code, and telephone number, including
area code, or registrant's principal executive offices)
NON-STATUTORY INCENTIVE STOCK OPTIONS ISSUED
TO CONSULTANTS AND ISSUABLE TO EMPLOYEES
(Full title of plan)
S.T. Deck, Jr., President, Interbet, Inc.
Suite 110, 1777 Botelho Drive, Walnut Creek, California 94596
Telephone(510) 296-2400 Facsimile (510) 927-2000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jackson L. Morris, Esq., 3116 West North A Street, Tampa, Florida 33609
Telephone (813) 874-8854 Facsimile (813) 873-9628
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Each Class Amount to be Proposed maximum Proposed maximum Amount of the
of Securities to be registered offering price aggregate offering registration
Registered (1) per unit (2) price fee (3)
Common Stock, par
value $0.001 per
share 1,050,000 shares $.164 $172,200 $52.18
</TABLE>
(1) The shares registered pursuant to this Registration Statement are available
for issuance pursuant to certain outstanding stock option agreements issued to
consultants and stock option agreements which may be issued to employees in the
future, the form of each of which are attached as exhibits to this Registration
Statement.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the price at which shares had been sold to others prior to the grant of
options to consultants.
(3) Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate per share exercise price of the
shares of Common Stock covered by this registration statement.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: Plan Information.
The information required by Part I is included in documents to be sent or
given to the participants.
ITEM 2: Registration Information and Employee Plan Annual Information.
Upon written or oral request, Interbet, Inc., a Nevada corporation, (the
"Registrant") will provide, without charge, a copy of all documents incorporated
by reference in Item 3 of Part II of this Registration Statement, which are
incorporated by reference in the Section 10(a) Prospectus, and all other
documents required to be delivered to employees pursuant to Rule 428(b)
promulgated under the Securities Act of 1933, as amended, (the "Securities
Act"). All requests should be made to Interbet, Inc., Attn: S.T. Deck, Jr.,
President, Suite 110, 1777 Botelho Drive, Walnut Creek, California 94596
Telephone (510) 296-2400 Facsimile (510) 927-2000
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference: (a) Annual Report on Form 10-KSB for the year ended December 31,
1996, including any amendment or report filed for the purpose of updating such
description. All documents filed by the Registrant pursuant to Section 13(a), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents; (b) Form 8-K Current Report for June 6, 1997,
filed with the Commission on June 24, 1997.
ITEM 4. Description of Securities.
The Registrant's Articles of Incorporation authorize the Registrant to
issue up to fifty million shares of Common Stock. The holders of Common Stock of
the Registrant are entitled to cast one vote for each share held at all
shareholders meetings for all purposes. Upon liquidation or dissolution, each
outstanding share of Common Stock will be entitled to share equally in the
assets of the Registrant legally available for distribution to shareholders
after the payment of all debts and other liabilities. Common Stock does not have
any cumulative or preemptive or other right to subscribe to or purchase
additional Common Stock in the event of a subsequent offering. All outstanding
Common Stock is, and the shares offered hereby will be, legally issued, fully
paid and non-assessable. The Board of Directors of the Registrant may not
declare dividends when payment would render the Registrant insolvent or when the
Registrant is already insolvent. The Registrant has not paid dividends to date
and it is not anticipated that any dividends will be paid in the foreseeable
future. The Board of Directors initially may follow a policy of retaining
earnings, if any, to finance the future growth of the Registrant. Accordingly,
future dividends, if any, will depend upon, among other considerations, the
Registrant's need for working capital at the time.
ITEM 5. Interests of Named Experts and Counsel.
The Company will rely on an opinion given by Jackson L. Morris, Esq.,
Tampa, Florida, as to the legality of the Shares. Mr. Morris is the holder of
incentive common stock purchase options for 50,000 shares of the Registrant's
common stock covered by this registration statement.
ITEM 6. Indemnification of Directors and Officers.
The Registrant has elected to indemnify its directors and officers, to the
fullest extent permitted under the Nevada Revised Statutes, from judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees, for their involvement in actions or proceedings arising out of their
services as directors and officers to the Registrant, provided they were acting
in good faith. No indemnification is available where there have been convictions
on criminal charges or in connection with actions or proceedings as to which the
directors or officers have been unsuccessful on the merits. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors and officers and other controlling
persons pursuant to the foregoing provisions, the Registrant is aware that in
the opinion of the Commission, such indemnification is against public policy, as
expressed in the '33 Act, and is therefore unenforceable. Should claims arise
for indemnification against such liabilities, the Registrant will submit the
issue of indemnification to a court of competent jurisdiction and abide by its
final determination.
<PAGE>
ITEM 8: Exhibits
4.1 Form of Non-Statutory Incentive Stock Option Agreement
5.1 Opinion of Jackson L. Morris, Esq.
24.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
ITEM 9: Undertakings.
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:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities 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.
(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 (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on From S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is incorporated
by reference from periodic reports filed by the Registrant under the Exchange
Act.
(2) That, for determining liability under the Securities Act, to treat each such
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial bona
fide offering.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the end of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities 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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, the Registrant has been advised that in
the opinion of the 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 the Registrant of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officers 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 Securities 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 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 Walnut Creek, California, on June 24, 1997.
INTERBET, Inc.
By: /s/ Samuel I. Rosenthal
Samuel I. Rosenthal, Chief Executive Officer
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 Capacity in Which Signed Date
/s/ S.T. Deck, Jr. President & Director June 24, 1997
S.T. Deck, Jr.
/s/ Samuel I. Rosenthal Chief Executive Officer
Samuel I. Rosenthal and Director June 24, 1997
/s/ Michael Vishno Director & Chief June 24, 1997
Michael Vishno Financial Officer
(Principal Financial Officer)
and Principal Accounting Officer)
EXHIBIT INDEX
Description of Document-
4.1 Form of Non-Statutory Incentive Stock Option Agreement
5.1 Opinion of Jackson L. Morris, Esq.
24.1 Consent of Jackson L. Morris, Esq. (included in Exhibit 5.1)
<PAGE>
Exhibit 4.1
<PAGE>
NON-STATUTORY INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of June 6, 1997 by and between Interbet, Inc., a
Nevada corporation (the "Company") and _______________ ("Optionee").
R E C I T A L
The Board of Directors of the Company (the "Board of Directors") has
authorized the granting to Optionee, for services previously rendered by
Optionee as a consultant to or an employee of the Company, of a non-qualified
stock option to purchase the number of shares of Common Stock of the Company
specified in Paragraph 1 hereof, at the price specified therein, such option to
be for the term and upon the terms and conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:
1. Number of Shares; Option Price. Pursuant to said action of the Board of
Directors, the Company hereby grants to Optionee, in consideration of consulting
services performed for the benefit of the Company, the option ("Option") to
purchase up to _______ shares ("Option Shares") of Common Stock of the Company,
at the exercise price of $.164 per share.
2. Term. This Option shall expire four years from the date first written above.
3. Shares Subject to Exercise. The ______ Options shall vest and be immediately
exercisable, and shall thereafter remain subject to exercise for the term
specified in Paragraph 2 hereof.
4. Method and Time of Exercise. The Option may be exercised by written notice
delivered to the Company stating the number of shares with respect to which the
Option is being exercised, together with a check made payable to the Company in
the amount of the purchase price of such shares plus the amount of applicable
federal, state and local withholding taxes, and the written statement provided
for in Paragraph 10 hereof, if required by such Paragraph 10; provided, however,
with respect to the _________ Options set forth in paragraph 1 hereof, Optionee
shall be entitled to pay the exercise price against cancellation in full of
certain indebtedness owing by the Company to Optionee for services previously
rendered by Optionee as a consultant to the Company. Not less than 100 shares
may be purchased at any one time unless the number purchased is the total number
purchasable under such Option at the time. Only whole shares may be purchased.
5. Tax Withholding. As a condition to exercise of this Option, the Company may
require the Optionee to pay over to the Company all applicable federal, state
and local taxes which the Company is required to withhold with respect to the
exercise of this Option. At the discretion of the Company and upon the request
of the Optionee, the minimum statutory withholding tax requirements may be
satisfied by the withholding of shares of Common Stock otherwise issuable to the
Optionee upon the exercise of this Option.
6. Exercise on Termination of Employment. This Option shall not terminate as a
result of the termination of Optionee's services as a consultant to the Company.
7. Nontransferability. This Option may not be assigned or transferred except, if
applicable, by will or by the laws of descent and distribution, and may be
exercised only by Optionee during Optionee's lifetime and after Optionee's
death, by Optionee's representative or by the person entitled thereto under
Optionee's will or the laws of intestate succession.
8. Optionee Not a Shareholder. Optionee shall have no rights as a shareholder
with respect to the Common Stock of the Company covered by the Option until the
date of issuance of a stock certificate or stock certificates to him upon
exercise of the Option. No adjustment will be made for dividends or other rights
for which the record date is prior to the date such stock certificate or
certificates are issued.
9. No Right to Perform Services. Nothing in this Option shall confer upon the
Optionee any right to perform services for the Company, or shall interfere with
or restrict in any way the rights of the Company to discharge or terminate
Optionee as an independent contractor or consultant at any time for any reason
whatsoever, with or without good cause.
10. Restrictions on Sale of Shares. Optionee represents and agrees that, upon
Optionee's exercise of the Option in whole or part, unless there is in effect at
that time under the Securities Act of 1933 a registration statement relating to
the shares issued to him, he will acquire the shares issuable upon exercise of
this Option for the purpose of investment and not with a view to their resale or
further distribution, and that upon each exercise thereof Optionee will furnish
to the Company a written statement to such effect, satisfactory to the Company
in form and substance. Optionee agrees that any certificates issued upon
exercise of this Option may bear a legend indicating that their transferability
is restricted in accordance with applicable state or federal securities law. Any
person or persons entitled to exercise this Option under the provisions of
Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under
circumstances in which Optionee would be required to furnish such a written
statement, also furnish to the Company a written statement to the same effect,
satisfactory to the Company in form and substance.
11. Registration. On or before thirty days after the date of this Agreement, the
Company shall, at the Company's expense, use its best efforts to file with the
Securities and Exchange Commission ("SEC"), a registration statement
("Registration Statement") on Form S-8 or other comparable form, in such form as
to comply with applicable federal and state laws for the purpose of registering
or qualifying the Option Shares for resale by Optionee, and prepare and file
with the appropriate state securities regulatory authorities the documents
reasonably necessary to register or qualify such securities, subject to the
ability of the Company to register or qualify such securities under applicable
state laws.
12. Notices. All notices to the Company shall be addressed to the Company at the
principal office of the Company at Suite 110, 1777 Botelho Drive, Walnut Creek,
California 94596, telephone number: (510) 296-2400 facsimile (510) 927-2000, and
all notices to Optionee shall be addressed to Optionee at the address and
telecopier number of Optionee on file with the Company, or to such other address
and telecopier number as either may designate to the other in writing. A notice
shall be deemed to be duly given if and when enclosed in a properly addressed
sealed envelope deposited, postage prepaid, with the United States Postal
Service and followed by telecopier to the addressee. In lieu of giving notice by
mail as aforesaid, written notices under this Agreement may be given by personal
delivery to Optionee or to the Company (as the case may be).
13. Adjustments. If there is any change in the capitalization of the Company
affecting in any manner the number or kind of outstanding shares of Common Stock
of the Company, whether by stock dividend, stock split, reclassification or
recapitalization of such stock, or because the Company has merged or
consolidated with one or more other corporations (and provided the Option does
not thereby terminate pursuant to Section 2 hereof), then the number and kind of
shares then subject to the Option and the price to be paid therefor shall be
appropriately adjusted by the Board of Directors; provided, however, that in no
event shall any such adjustment result in the Company's being required to sell
or issue any fractional shares. Any such adjustment shall be made without change
in the aggregate purchase price applicable to the unexercised portion of the
Option, but with an appropriate adjustment to the price of each Share or other
unit of security covered by this Option.
14. Cessation of Corporate Existence. Notwithstanding any other provision of
this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than fifty
percent of the then outstanding stock of the Company to another corporation or
other entity, the Option granted hereunder shall terminate; provided, however,
that: (i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.
15. Invalid Provisions. In the event that any provision of this Agreement is
found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.
16. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
17. Counterparts. This Agreement may be executed in counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more counterparts have been signed by each of the parties hereto and
delivered to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Interbet, Inc.
By: /s/ S.T. Deck, Jr.
S.T. Deck, Jr., President
Optionee
/s/ ________________
- -------------------------
Social Security Number or Employer Identification Number: ____________________
Facsimile number: _______________
Exhibit 5.1
<PAGE>
June 23, 1997
Board of Directors
Interbet, Inc.
Suite 110, 1777 Botelho Drive
Walnut Creek, California 94596
Re: Registration Statement on Form S-8
Gentlemen:
I am acting as counsel for Interbet, Inc., a Nevada corporation (the "Company"),
in connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of the offering and sale of up to 1,050,000 shares (the "Shares")
of the Company's common stock, par value $0.001 per share (the "Common Stock")
which may be issued by the Company upon the exercise of certain stock options
granted to consultants of the Company as an inducement and incentive for
consulting services previously rendered to the Company pursuant to Incentive
Stock Option Agreements between the Company and the respective consultants (the
"Contract")and Incentive Stock Options which may be issued to certain employees
in the future. A Registration Statement on Form S-8 covering the Shares (the
"Registration Statement") is being filed under the Act with the Securities and
Exchange Commission. In rendering the opinions expressed herein, I have reviewed
such matters of law as I have deemed necessary and have examined copies of such
agreements, instruments, documents and records as I have deemed relevant. In
rendering the opinions expressed herein, I have assumed the genuineness and
authenticity of all documents examined by us and of all signatures thereon, the
legal capacity of all natural persons executing such documents, the conformity
to original documents of all documents submitted to us as certified or conformed
copies or photocopies and the completeness and accuracy of the certificates of
public officials examined by us. I have made no independent factual
investigation with regard to any such matters. Based upon the foregoing and
subject to the qualifications stated herein, it is my opinion that the Shares,
issued or to be issued upon the exercise of any stock options duly granted
pursuant to the Contract, when issued, paid for and delivered upon the exercise
of such stock options, in accordance with the terms of the Contract, will be
validly issued, fully paid and non-assessable. The opinions expressed herein are
limited to matters involving the federal laws of the United States and to the
corporate laws of the State of Nevada, and I express no opinion as to the effect
on the matters covered by this opinion of the laws of any other jurisdiction. I
hereby consent to the use of this opinion as an exhibit to the Registration
Statement and the reference to me therein under the caption "Interests of Named
Experts and Counsel." The opinions expressed herein are rendered solely for your
benefit in connection with the transaction described herein. Except as otherwise
provided herein, this opinion may not be used or relied upon by any person, nor
may this letter or any copies thereof be furnished to a third party, filed with
a governmental agency, quoted, cited or otherwise referred to without our prior
written consent.
Very truly yours,
/s/ Jackson L. Morris
Jackson L. Morris
