<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
XDOGS.COM, INC.
(Exact name of Issuer as specified in its charter)
NEVADA 84-1168832
(State or other jurisdiction of (I.R.S. Employer
incorporation or jurisdiction) identification No.)
527 MARQUETTE AVENUE,21ST FLOOR 55402
MINNEAPOLIS, MN (Zip Code)
(Address of principal executive office)
XDOGS COMPENSATION PLAN-2000A
(Full title of plan)
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
KENT RODRIGUEZ
XDOGS.COM, INC.
527 MARQUETTE AVENUE, 21ST FLOOR
MINNEAPOLIS, MINNESOTA 55402
(612) 359-9020
The Commission is requested to send copies of all communications and notes to:
David J. Wagner, Esq.
David Wagner & Associates, P.C.
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
(303) 793-0304
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price(1) Fee
- ------------- ---------- ------------- ----------------- ---
<S> <C> <C> <C> <C>
COMMON SHARES 950,000 $1.50 $1,425,000 $376.20
$0.01 par value SHARES
OPTIONS TO PURCHASE 950,000 -0- -0- -0-
COMMON SHARES
TOTAL $376.20
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the XDOGS
COMPENSATION PLAN-2000A dated May 2, 2000 (the "Plan") required by Item 1 of
Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the statement of availability of registrant information, employee
benefit plan annual reports and other information required by Item 2 of Form S-8
will be sent or given to participants as specified in Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement on Form S-8 (the "Registration
Statement") or as prospectuses or prospectus supplements pursuant to Rule 424.
XDOGS.COM, INC., a Nevada corporation (the "Registrant" or the "Company"), will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Company shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1999; and
b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 1999.
c. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 1999.
d. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended December 31, 1999.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities 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.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed supplement to this Registration Statement or in any document
that is subsequently incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not
<PAGE> 4
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant is registering common shares and options to purchase
common shares. The common shares are registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended. The Registrant is also registering
options. For a description of the options, see Exhibit 4.1 attached hereto.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain persons affiliated with David Wagner & Associates, P.C.,
Attorneys at Law, special securities counsel to the Registrant for the purpose
of this Registration Statement, and whose opinion as to the legality of the
issuance of the Shares hereunder is attached hereto as Exhibit 5, have been
allocated, for past services, a total of 35,000 shares, of which 15,000 have
been registered in this Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation authorizes the Corporation to
indemnify to the maximum extent permitted under Nevada law.
The Nevada Private Corporations Act allows indemnification of
directors, officers, employees and agents of the Company, including the
advancement of expenses:
Section 78.751 of the Nevada Private Corporations Act provides:
1. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal,administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a
director,officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonable
incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding,had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create
a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, he had reasonable cause to believe that his conduct was
unlawful.
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
<PAGE> 5
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such person shall have been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction,
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1.
and 2., or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
defense.
4. Any indemnification under subsections 1. and 2., unless
ordered by a court or advanced pursuant to subsection 5, must be made
by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made:(a) By the stockholders, (b) By the board of directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding (c)If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in a written
opinion; (d) If a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
5. The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined by a
court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do
not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any
contract or otherwise by law.
6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this section:
<PAGE> 6
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles or incorporation, by_law, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding such office, except that indemnification, unless ordered by a
court pursuant to subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts
or omissions involved intentional misconduct, fraud or knowing
violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors, and administrators of such a person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 XDOGS COMPENSATION PLAN-2000A, dated May 2, 2000.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
24.2 Consent of McGladrey & Pullen, LLP, independent Certified Public Accountants.
</TABLE>
ITEM 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) 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 of 1933;
(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 formation 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;
<PAGE> 7
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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
bonafide offering thereof.
(c) 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.
2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
<PAGE> 8
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 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 and Minneapolis, State of Minnesota, on this 4th day of
May, 2000.
Dated: May 4, 2000 XDOGS.COM, INC.
/s/ Kent Rodriguez
-----------------------------------------
Kent Rodriguez, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Company in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature and Title Date
<S> <C>
/s Craig Avery May 4, 2000
- -------------------------------------------
Craig Avery, Chief Financial Officer, Treasurer and
Secretary (Principal Financial and Accounting Officer)
/s/Robert Corliss May 4, 2000
- ------------------------------------------
Robert Corliss, Director
/s/Douglas Barton May 4, 2000
- ------------------------------------------
Douglas Barton, Director
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 XDOGS COMPENSATION PLAN-2000A, dated May 2, 2000.
5 Opinion of Counsel, David Wagner & Associates, P.C.
24.1 Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
24.2 Consent of McGladrey & Pullen, LLP, independent Certified Public Accountants.
</TABLE>
<PAGE> 1
Exhibit 4.1
XDOGS COMPENSATION PLAN-2000A
THIS COMPENSATION PLAN is adopted this 1st day of April, 2000, by
XDOGS.COM, INC., a Nevada corporation with its principal place of business being
located at 80 South Eighth Street, Suite 3660, Minneapolis, Minnesota 55402.
WITNESSETH:
WHEREAS, the Board of Directors of XDOGS.COM, INC., (the "Company") has
determined that it would be to its advantage, and in its best interests, to
grant certain consultants and advisors, as well as certain employees, the
opportunity to purchase stock in the Company as a result of compensation for
their service; and
WHEREAS, the Board of Directors (the "Board") believes that the Company
can best obtain advantageous benefits by issuing stock and/or granting stock
options to designated such designated individuals from time to time, although
these options are not to be granted pursuant to Section 422A and related
sections of the Internal Revenue Code as amended;
NOW THEREFORE, the Board adopts this as the XDOGS COMPENSATION
PLAN-2000A (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is May 2, 2000, which is the
day the Plan was adopted by the Board. The Plan will terminate on the earlier of
the date of the grant of the final option for last common stock allocated under
the Plan or ten years from the date thereof, whichever is earlier, and no
options will be granted thereafter pursuant to this Plan.
2.00 ADMINISTRATION OF PLAN
The Plan shall be administered by the Board, which may adopt
such rules and regulations for its administration as it may deem necessary or
appropriate, or may be administered by a Compensation Committee to be appointed
by the Board, to have such composition and duties as the Board may from time to
time determine.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
3.01 Subject to the provisions of the Plan, the Board, or its
designee, shall determine and designate, from time to time those consultants,
advisors, and employees of the Company, or consultants, advisors, and employees
of a parent or subsidiary corporation of the Company, to whom shares are to be
issued and/ or options are to be granted hereunder and the number of shares to
be optioned from time to time to any individual or entity. In determining the
eligibility of an individual or entity to receive shares or an option, as well
as in determining the number of shares to be issued and/or optioned to any
individual or entity, the Board, or its designee, shall consider the nature and
value to the Company for the services which have been rendered to the Company
and such other factors as the Board, or its designee, may deem relevant.
3.02 To be eligible to be selected to receive an option, an
individual must be a consultant, advisor or an employee of the Company or a
consultant, advisor, or an employee of a parent or subsidiary Corporation of the
Company. The grant of each option shall be confirmed by a Stock Option Agreement
which shall be executed by the Company and the optionee as promptly
<PAGE> 2
as practicable after such grant. More than one option may be granted to an
individual or entity. Shares shall be issued directly to such entities.
3.03 An option may be granted to any individual or entity
eligible hereunder, regardless of his previous stockholdings.
3.04 The option price (determined as of the time the option is
granted) of the stock for which any person may be granted options under this
Plan (and all other plans of the Company) may be increased or reduced by the
Board, or its designee, from time to time.
4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
The Board, prior to the time shall reserve for the purposes of
the Plan a total of Nine Hundred Fifty Thousand (950,000) of the authorized but
unissued shares of common shares of the Company, provided that any shares as to
which an option granted under the Plan remains unexercised at the expiration
thereof may be the subject of the grant of further options under the Plan within
the limits and under the terms set forth in Article 3.00 hereof.
5.00 PRICE OF COMMON SHARES
The initial and standard price per share of common stock to be
issued directly or by option shall be $1.50 per share but may be changed in each
case by the Board, or its designee, from time to time. If the share price is
changed, the Board, or its designee, shall determine the share price no later
than the date of the issuance of the shares and/ or the grant of the option and
at such other times as the Board, or its designee, deems necessary. The Board
shall have absolute final discretion to determine the price of the common stock
under the Plan. In the absence of such specific determination, the share price
will be $1.50 per share.
6.00 SUCCESSIVE OPTIONS
Any option granted under this Plan to an person may be
exercisable at such person's discretion while there is outstanding any other
stock option previously granted to such person, whether under this Plan or any
other stock option plan of the Company.
7.00 PERIOD AND EXERCISE OF OPTION
7.01. Options granted under this Plan shall expire on the
first to occur of the following dates whether or not exercisable on such dates:
(i) five (5) years from the date the option is initially granted; (ii) six (6)
months from the date the person ceases employment due to permanent and total
disability; (iii) the date of termination of employment for reasons other than
retirement, permanent and total disability or death, unless the Board
determines, in its sole discretion, that it would be in the best interest of the
Company to extend the options for a period not to exceed three (3) years; or
(iv) three (3) months from the date the employee retires with permission of the
Board.
7.02. Notwithstanding Section 7.01, any portion of any option
which has not become exercisable pursuant to Section 7.03 prior to the death of
the employee or termination of employment shall expire on the employee's date of
death or termination date, if termination is for reasons other than retirement
or total and permanent disability.
<PAGE> 3
7.03. Any option granted under this Plan may be immediately
exercised by the holder thereof. Such an option may be exercised in whole or in
part at the time it becomes exercisable or from time to time thereafter, until
the expiration of the option.
8.00 PAYMENT FOR OPTIONED SHARES
When a person holding an option granted under this Plan
exercises any portion of the option he shall pay the full option price for the
shares covered by the exercise of that portion of his option within one (1)
month after such exercise. As soon as practicable, after the person notifies the
Company of the exercise of his option and makes payment of the required option
price, the Company shall issue such shares to the person.
9.00 RESTRICTIONS ON TRANSFER
9.01 No right or privilege of any person under the Plan shall
be transferable or assignable, except to the person's personal representative in
the event of the person's death, and except as provided in Section 9.02, options
granted hereunder are exercisable only by the person during his life.
9.02 If an person dies holding outstanding options issued
pursuant to this Plan, his personal representative shall have the right to
exercise such options only within one year of the death of the person.
10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
If and to the extent that the number of issued shares of
common stock of the Company shall be increased or reduced by change in par
value, split-up reclassification, distribution of a dividend payable in stock,
or the like, the number of shares subject to direct issuance or an option held
by a person and the option price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
the person shall be entitled to receive direct issuance or options covering
shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions.
11.00 DISSOLUTION OR LIQUIDATION
Upon the dissolution or liquidation of the Company, the
options granted hereunder shall terminate and become null and void, but the
person shall have the right immediately prior to such dissolution or liquidation
to exercise any options granted and exercisable hereunder to the full extent not
before exercised.
12.00 BINDING EFFECT
This Plan shall inure to the benefit of and be binding upon
the Company and its employees, and their respective heirs, executors,
administrators, successors and assigns.
13.00 ADOPTION OF PLAN
This Plan has been duly adopted by the Board of Directors of
the Company on May 2, 2000.
14.00 NOTICES
Any notice to be given to the Company under the terms of this
plan shall be addressed to such address as is set forth on the first page
hereof.
<PAGE> 4
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on its
behalf by its President, to be sealed by its corporate seal, and attested by its
Secretary effective the day and year first above written.
XDOGS.COM, INC.
By
President
ATTEST:
Secretary (SEAL)
<PAGE> 1
Exhibit 5.0
DAVID WAGNER & ASSOCIATES, P.C.
Attorneys and Counsellors at Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
Telephone (303) 793-0304
Facsimile (303) 771-4562
May 4, 2000
Board of Directors
XDOGS.COM, INC.
Gentlemen:
We have acted as counsel to XDOGS.COM, INC. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") covering registration under the Securities
Act 1933, as amended, of the subject shares of the Company's common stock, $.01
par value per share (the "Shares").
Based upon the foregoing, and assuming that Shares will be issued as
set forth in the Registration Statement, at a time when effective, and that
there will be full compliance with all applicable securities laws involved under
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated pursuant to said Acts, and in
those states in which the Shares may be sold, we are of the opinion that, upon
issuance of the Shares according the Registration Statement and receipt of the
consideration to be paid for the Shares, the Shares will be duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock of the
Company. This opinion does not cover any matters related to any re-offer or
re-sale of the Shares by the beneficiary thereof, once issued as described in
the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the date hereof. We
assume no duty to communicate with the Company in respect to any matter which
comes to our attention hereafter.
Very truly yours,
DAVID WAGNER & ASSOCIATES, P.C.
///Signed///
<PAGE> 1
Exhibit 24.1
DAVID WAGNER & ASSOCIATES, P.C.
Attorneys and Counsellors at Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
Telephone (303) 793-0304
Facsimile (303) 771-4562
May 4, 2000
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the prospectus which is made a
part of the Registration Statement.
Very truly yours,
DAVID WAGNER & ASSOCIATES, P.C.
///Signed///
<PAGE> 1
Exhibit No. 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
XDOGS.COM, INC.
We hereby consent to the incorporation by reference in the Registration
Statement of our report dated relating to the consolidated financial statements
of XDOGS.COM, INC. appearing the Company's Annual Report on Form 10-KSB for
the year ended March 31, 1999
McGladrey & Pullen, LLP
///signed///
Minneapolis, Minnesota
May 4, 2000
