Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
Infe.com, Inc.
(Exact name of Registrant as specified in its charter)
(Formerly known as: INFOCALL COMMUNICATIONS CORP.)
Florida 11-3144463
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8000 Towers Crescent Drive.
Suite 640
Vienna, Va. 22182
(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
(full name of the plans)
Tom Richfield
8000 Towers Crescent Drive.
Suite 640
Vienna, Va. 22182
(Name and address of agent for services)
(703) 734-5650
(Telephone number, including area code, of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33432
(561) 330-9903
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
Total Number of Pages: 10
Exhibit Index begins on sequentially numbered page: 7
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
<S> <C> <C> <C> <C>
$0.0001 1,000,000 [1] $0.50 [2] $500,000 $139.00
</TABLE>
--------------------------
[1] Represents shares issued pursuant to consulting agreements
for continued services by officers, attorneys, directors and
consultants to the Registrant, including services related to
sales and marketing of the Company's products and services
seeking joint ventures and potential acquisitions, promotional
services with respect to Registrant's business establishment of
distributorship agreements, all of the foregoing in furtherance
of the Registrant's business.
[2] Pursuant to Rule 457(h), the maximum aggregate offering
price (estimated solely for the purpose of calculating the
registration fee based upon the average of the bid and asked
price of the Registrant's Common Stock as June 13, 2000.)
<PAGE>
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
INFe.com, Inc. has heretofore entered into agreements with
third party consultants, attorneys, officers and directors with
respect to the issuance of shares of the Registrant's common
stock for services to the Registrant. In consideration for
increasing the scope of the continuing services rendered and to
be rendered to the Registrant until such time as the Registrant
shall generate sufficient cash flow from operations in order to
compensate its officers, directors and consultants, the
Registrant has prepared this Form S-8 registration statement to
provide for the issuance of shares, as described below.
The Registrant has agreed to issue One Million (1,000,000)
shares pursuant to an employee benefit plan and for continued
representation by the Company's corporate attorney.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide each employee and attorney
covered by this registration, without charge upon their written
or oral request the documents incorporated by reference herein
in Item 3 of Part II of this Registration Statement. The
Registrant shall also provide the employee and attorneys,
without charge, upon their written or oral request, with all
other documents required to be delivered to participants,
pursuant to Rule 428(b) under the Act. Any and all such
requests shall be directed to the Registrant at its place of
business as reflected in this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commissions are incorporated herein by reference:
(a) The Registrant's Form 10-SB(12g) and 10-SB(12g)/A
filed on December 30, 1999 and January 25, 2000, respectively
and the Registrant's Form 10-QSB filed on April 14, 2000.
<PAGE>
Item 4. Description of Securities.
The Registrant has authorized 100,000,000 shares of common
stock, $0.0001 par value of which 14,381,981 were issued and
outstanding as of May 25, 2000. Holders of Registrant's Common
Stock are entitled to one vote per share on each matter
submitted to a vote of stockholders. Shares of Common Stock do
not carry cumulative voting rights and, therefore, holders of
the majority of the outstanding shares of Common Stock are able
to elect the entire board of directors and, if they do so,
minority shareholders would not be able to elect any members of
the board of directors. Holders of Common Stock are entitled to
receive such dividends as the board of directors may from time
to time declare out of funds legally available for the payment
of dividends. During the last two fiscal years, the Registrant
has not paid cash dividends on its Common Stock and does not
anticipate that it will pay any cash dividends in the
foreseeable future.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation provide for
indemnification of officers or directors. The By-Laws of the
Corporation gives the Corporation the option of providing for
indemnification of officers and directors of the corporation.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits
are annexed hereto:
Exhibit I. See Exhibits in Exhibit Index following the
Signature Page hereof.
Item 9. Undertakings:
The undersigned Registrant hereby undertakes:
(a) 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) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement.
(c) That for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective
<PAGE>
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
bona fide offering thereof.
(d) The undersigned Registrant hereby undertakes that, for
the purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Registrant's Annual
Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
(e) Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, 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 against such
liabilities (other than payment by the Registrant of expenses
paid or incurred 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.
SIGNATURE PAGE
--------------
The Registrant, pursuant to the requirements of the
Securities Act of 1933, as amended, 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 the
undersigned, thereunto duly authorized, in the City of Vienna,
Virgina on the 20th day of June, 2000.
Infe.com, Inc.
__________/s/Tom Richfield_____________
By: Tom Richfield
Title: President, Chief Executive
Officer and Director
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registration Statements has been signed by the
following persons in the capacities and on the date indicated.
Dated: Vienna, Virginia
June 20, 2000
__________/s/Tom Richfield_____________
By: Tom Richfield
Title: President, Chief Executive
Officer and Director
<PAGE>
EXHIBIT INDEX
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EXHIBIT NUMBER ITEM
-------------- ----
5.1 Opinion regarding legality
23.1 Letter on audited financial information
(consent of accountants)
