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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
XDOGS, INC.
(Formerly known as XDOGS.com, Inc.)
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(Exact name of Issuer as specified in its charter)
NEVADA 84-1168832
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(State or other jurisdiction of (I.R.S. Employer
incorporation or jurisdiction) identification No.)
527 Marquette Avenue,21st Floor 55402
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Minneapolis, MN (Zip Code)
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(Address of principal executive office)
XDOGS COMPENSATION PLAN-2000B
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(Full title of plan)
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(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
Kent Rodriguez
XDOGS, 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
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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
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<S> <C> <C> <C> <C>
COMMON SHARES 300,000 $1.00 $300,000 $100.00
$0.01 par value SHARES
OPTIONS TO PURCHASE 300,000 -0- -0- -0-
COMMON SHARES
TOTAL $100.00
(Minimum Fee)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the XDOGS
COMPENSATION PLAN-2000B dated September 1, 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, 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.
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The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporat ed by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2000; and
b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 2000.
c. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 2000.
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.
<PAGE>
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 be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
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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.
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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, own approximately 25,000
shares, post reverse-split.
Item 6. Indemnification of Directors and Officers.
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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
<PAGE>
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 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.
<PAGE>
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:
(a) Does not exclude any other rights to which a person seeking
indemnification aor 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.
<PAGE>
(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.
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Not applicable.
Item 8. Exhibits
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Exhibit
Number Description
4.1 XDOGS COMPENSATION PLAN-2000B, dated September 1, 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.
Item 9. Undertakings
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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 registra
tion 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;
(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
<PAGE>
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>
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 17th day of November, 2000.
Dated: January 9, 2001 XDOGS, INC.
By: /s/ Kent Rodriguez
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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.
Signature and Title Date
By: /s/ Craig Avery January 9, 2001
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Craig Avery, Chief Financial
Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
By: /s/ Robert Corliss January 9, 2001
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Robert Corliss, Director
By: /s/ Douglas Barton January 9, 2001
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Douglas Barton, Director
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
XDOGS, INC.
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(Exact name of Issuer as specified in its charter)
E X H I B I T S
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 XDOGS COMPENSATION PLAN-2000B, dated September 1, 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.
