As filed with the Securities and Exchange Commission on January 10, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VALUESTAR CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1202005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
360 - 22nd Street, Suite 210
Oakland, California 94612
(Address of Principal Executive Offices) (Zip Code)
2000 Equity Incentive Plan
(Full title of the Plans)
James Stein
President and Chief Executive Officer
VALUESTAR CORPORATION
360 - 22nd Street, Suite 210, Oakland, California 94612
(Name and address of agent for service)
Telephone Number (510) 814-7070
(Telephone number, including area code, of agent for service)
Copy to:
Donald Reinke, Esq.
Kay F. Rubin
Bay Venture Counsel, LLP
1999 Harrison Street, Suite 1300
Oakland, California 94612
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Shares subject to 330,000 $3.55(1) $1,171,500 $292.88
outstanding stock options
under the 2000 Equity
Incentive Plan
Shares issuable under the 2,170,000 $0.875(2) $1,898,750 $474.69
2000 Equity Incentive Plan
options available for grant
<FN>
(1) Weighted average exercise price based on stock option exercise prices ranging from $3.00 to $4.00 per share.
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee on the basis of $0.875 per share (which is the average of the high and low prices of Registrant's Common Stock as
reported on the OTC Bulletin Board on January 5, 2001.
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</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed to register
2,500,000 shares of the common stock, par value $.00025, per share of
ValueStar Corporation which have been reserved for issuance under the
Company's 2000 Equity Incentive Plan, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed by ValueStar
Corporation (the "Registrant") with the Securities and Exchange Commission (the
"SEC"):
(a) Registrant's Form 10-KSB for the fiscal year ended June 30, 2000,
as filed with the SEC on September 25, 2000;
(b) Registrant's Form 10-QSB for the quarterly period ended September
30, 2000, as filed with the SEC on November 13, 2000;
(c) Registrant's Form 10-QSB/A for the quarterly period ended March
31, 2000, as filed with the SEC on November 13, 2000;
(d) Registrant's Form 10-QSB/A for the quarterly period ended
December 31, 1999, as filed with the SEC on November 13, 2000;
(e) Registrant's Form 8-K, as filed with the SEC on September 29,
2000;
(f) The description of Registrant's Common Stock contained in Item 8
of Part I of the Registrant's Registration Statement on Form
10-SB filed with the SEC on May 29, 1997, including any amendment
or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13 (a), 13
(c), 14 and 15 (d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Colorado law, the registrant's Articles of
Incorporation provide that no director of the registrant shall be personally
liable to the registrant or any shareholder thereof for monetary damages for
breach of his fiduciary duty as a director,
<PAGE>
except liability (i) for any breach of a Director's duty of loyalty to the
registrant or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
acts in violation of Section 7-108-403 of the Colorado Business Corporation Act,
as it now exists or may be amended, or (iv) for any transaction from which the
Director derives an improper personal benefit.
As permitted by Colorado law, the registrant's Articles of
Incorporation also provide that the registrant will indemnify its officers,
directors, employees and agents against attorneys' fees and other expenses and
liabilities they incur to defend, settle or satisfy any civil or criminal action
brought against them arising out of their association with or activities on
behalf of the registrant as long as, in any such action, they acted in good
faith and in his or her official capacity acted in a manner reasonably believed
to be in the best interests of the registrant or in all other cases his or her
conduct was not opposed to the registrant's best interests. However no
indemnification shall be made if a person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the registrant. The
registrant may also bear the expenses of such litigation for any such persons
upon their promise to repay such sums if it is ultimately determined that they
are not entitled to indemnification. Such expenditures could be substantial and
may not be recouped, even if the registrant is so entitled.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Exhibit Number Description
5* Opinion of Bay Venture Counsel LLP.
10.1 2000 Equity Incentive Plan dated August 31, 1999
and approved by Registrant's shareholders on
November 19, 1999 (filed as Exhibit 10.21 to
Registrant's Annual Report on Form 10KSB as filed
on September 25, 2000, and incorporated by
reference herein).
10.2 Standard Form of Stock Option Agreement under the
2000 Equity Incentive Plan (filed as Exhibit
10.21.1 to Registrant's annual report on Form 10
KSB as filed on September 25, 2000, and
incorporated by reference herein).
23.1 Consent of Bay Venture Counsel LLP (contained in
opinion filed as Exhibit 5).
23.2* Consent of Moss Adams LLP.
24 Power of Attorney (set forth on the signature page
of this Registration Statement).
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*filed herewith.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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 in the initial bona fide offering thereof.
<PAGE>
(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 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.
(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 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 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.
<PAGE>
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 Oakland, State of California, on January 10, 2001.
VALUESTAR CORPORATION,
a Colorado corporation
By: /s/ James Stein
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James Stein
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James Stein as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission hereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
do or cause to be done by virtue hereof.
Further, 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.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ James Stein President, Chief Executive Officer January 10, 2001
------------------------- and Director (Principal Executive Officer)
James Stein
/s/ Michael J. Kelly* Controller January 10, 2001
------------------------- (Principal Accounting Officer)
Michael J. Kelly
/s/ James A. Barnes* Treasurer, Secretary and Director January 10, 2001
------------------------- (Principal Financial Officer)
James A. Barnes
/s/ J. Mitchell Hull* Director January 10, 2001
-------------------------
J. Mitchell Hull
/s/ Fritz T. Beesemyer* Director January 10, 2001
-------------------------
Fritz T. Beesemyer
/s/ Joshua M. Felser* Director January 10, 2001
-------------------------
Joshua M. Felser
/s/ Steve Ledger* Director January 10, 2001
-------------------------
Steve Ledger
/s/ Jeffrey J. Holland* Director January 10, 2001
-------------------------
Jeffrey J. Holland
*James Stein, Attorney-in-fact
</TABLE>
<PAGE>
II-3
EXHIBIT INDEX
Exhibit Number Description
5* Opinion of Bay Venture Counsel LLP.
10.1 2000 Equity Incentive Plan dated August 31, 1999
and approved by Registrant's shareholders on
November 19, 1999 (filed as Exhibit 10.21 to
Registrant's Annual Report on Form 10KSB as filed
on September 25, 2000, and incorporated by
reference herein).
10.2 Standard Form of Stock Option Agreement under the
2000 Equity Incentive Plan (filed as Exhibit
10.21.1 to Registrant's annual report on Form 10
KSB as filed on September 25, 2000, and
incorporated by reference herein).
23.1 Consent of Bay Venture Counsel LLP (contained in
opinion filed as Exhibit 5).
23.2* Consent of Moss Adams LLP.
24 Power of Attorney (set forth on the signature page
of this Registration Statement).
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*filed herewith.
