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 know as: INFOCALL COMMUNICATIONS CORP.)
Florida 11-3144463
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
800 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
800 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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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] $0.35[2] $350,000 $97.30
</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 September 20, 2000.)
<PAGE> 2
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Infocall Communications Corp. 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 attorneys and other consultants.
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.
(b) The Registrant's Form 10QSB filed on April 12, 2000.
(c) The Registrant's Form 10QSB filed on July 20, 2000.
<PAGE> 3
(d) The Registrant's Form SB-2 filed on September 15, 2000. [3]
Item 4. Description of Securities.
The Registrant has authorized 20,000,000 shares of common stock,
$0.0001 par value of which 16,022,509 are issued and outstanding.
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 do not provide for
indemnification of officers or directors. The By-Laws of the
Corporation does not provide 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
--------------------------
[3] The Form SB-2, registering certain securities of the Issuer, has
been filed with the Commission, but is not effective as of the
date of this filing.
<PAGE> 4
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 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.
<PAGE> 5
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 22nd day of September, 2000.
Infe.com, Inc.
________/s/Tom Richfield___________
By: Tom Richfield
Title: President, Chief Executive
Officer and Director
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
September 22, 2000
Infe.com, Inc.
_______/s/Tom Richfield____________
By: Tom Richfield
Title: President, Chief Executive
Officer and Director
<PAGE> 6
EXHIBIT INDEX
-------------
EXHIBIT NUMBER ITEM
-------------- ----
5.1 Opinion regarding legality
23.1 Letter on audited financial information
(consent of accountants)
<PAGE> 7
