As filed with the Securities and Exchange
Commission on November 14, 2000.
REGISTRATION STATEMENT NO. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RAINWIRE PARTNERS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 57-0941152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
695 Pylant Street
Atlanta, GA 30306
(Address of Principal Executive Office, including Zip Code)
RAINWIRE PARTNERS, INC.
CONSULTING AGREEMENT
(Full Title of the Plans)
Bryan Johns, President and Chief Executive Officer
Rainwire Partners, Inc.
695 Pylant Street
Atlanta, GA 30306
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Robert E. Altenbach, Esq.
Kutak Rock
Suite 2100
225 Peachtree St., NE
Atlanta, Georgia 30303
(404) 222-4600
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of offering aggregate
securities to Amount to be price offering Amount of
be registered registered per unit price registration fee
--------------------------------------------------------------------------------
Common Stock,
$.001 par 480,000 $[ .0531 ] $[ 254,880.00 ] $[ 67.29 ]
value
--------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Rainwire Partners, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999, filed with the Commission on April 10, 2000 (File
No. 000-23892);
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000, filed with the Commission on May 15, 2000;
(c) The Company's Quarterly Report on Form 10-QSB/A for the quarter ended
June 30, 2000, filed with the Commission on August 31, 2000;
(d) The Company's Current Report on Form 8-K dated August 4, 2000 filed
with the Commission on August 4, 2000;
(e) The Company's Current Report on Form 8-K/A dated September 22, 2000,
filed with the Commission on September 22, 2000.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
issued or which deregisters all securities offered then remaining unsold, shall
be deemed incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement, including
financial statements, contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for the 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts or Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation limits the
liability of Directors to the maximum extent permitted by Delaware law. Delaware
law provides that a corporation's articles of incorporation may contain a
provision eliminating or limiting the personal liability of directors for
monetary damages for breach of their fiduciary duties as Directors, except for
liability: (i) for any breach of their duty of loyalty to the company 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 unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporate Law; or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Amended and Restated Certificate of Incorporation provides
that the Corporation shall, to the fullest extent permitted by the laws of the
State of Delaware, including, but not limited to Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Section or otherwise under Delaware law from and against
any and all of the expenses, liabilities or other matters referred to or covered
by said Section.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify its Directors, Officers, employees and agents to the fullest extent
permitted by law. The Company believes that indemnification under its Restated
Bylaws covers at least negligence and gross negligence on the part of
indemnified parties.
The Amended and Restated Bylaws provide that expenses incurred by a
Director or Officer of the Company in defending an action, suit or proceeding
may be paid by the Company in advance of final disposition of such action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf of
the Director or Officer to repay all such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company. Expenses
incurred by an employee or agent of the Company who is not a Director or Officer
in defending such action, suit or proceeding may be so paid by the Company upon,
such terms and conditions, if any, as the Board of Directors deems appropriate.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to Directors, Officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
With respect to the 480,000 shares of Common Stock originally issued to
Ronald A. Potts ("Consultant"), pursuant to the Consulting Agreement, dated as
of November 10, 2000, said shares were distributed to the Consultant in reliance
upon exemption from registration under the Securities Act pursuant to Section
4(2) thereof. The above-described transaction did not involve any public
offering.
Item 8. Consultants and Advisors.
Pursuant to the Consulting Agreement with Rainwire Partners, Inc., the
Consultant has received as compensation 480,000 shares of stock in Rainwire
Partners, Inc. Pursuant to this Registration Statement, 480,000 shares are being
registered for sale hereunder.
The Consultant has been hired to provide the following services to or on
behalf of Rainwire Partners, Inc.:
o Locating, negotiating and arranging a bank loan or credit line for the
Company;
o Locating additional directors and officers for the Company;
o Identification of potential acquisition targets and potential merger
partners that would further the business interests of Company; and
o Consultation with and advice to the directors and officers of the
Company.
Item 9. Exhibits.
4.1 Consulting Agreement for Ronald A. Potts
5.1 Opinion of Kutak Rock LLP
23.1 Consent of Welch, Roberts & Amburn, LLP
Item 10. Undertakings.
The Company hereby undertakes that it will:
(a) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a twenty percent (20%) change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii)Include any additional or changed material information on the
plan of distribution;
provided, however, that the undertakings set forth in paragraph (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section
13(a) or 15(b) of the Exchange Act that are incorporated by reference in this
Registration Statement;
(b) For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering;
(c) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's Annual Report
pursuant to Section 13(a) or 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 Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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.
<PAGE>
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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on November 10, 2000.
RAINWIRE PARTNERS, INC.
/s/ Bryan M. Johns
--------------
Bryan M. Johns
President and 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 date indicated.
NAME TITLE DATE
/s/ Bryan M. Johns
------------------
Bryan M. Johns Director, President and November 10, 2000
Chief Executive Officer
/s/ Lynne Marchessault
----------------------
Lynne Marchessault Director November 10, 2000
/s/ W.H. Elliott, III
---------------------
W.H. Elliott, III Director, Vice President of November 10, 2000
Business Operations
