Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AMERICAN ENTERPRISE.COM CORP.
(Exact name of registrant as specified in its charter)
Florida 59-3248917
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6800 North Dale Mabry Highway
Suite 100 33514
Tampa, Florida (Zip Code)
(Address of principal executive offices)
American Enterprise.com Corp. Legal Services Plan of Compensation
(Full title of the plan)
Dr. Cardwell C. Nuchols, President Copy to:
and Chief Operating Officer
American Enterprise.com Corp. Martin A. Traber
6800 North Dale Mabry Highway, Suite 100 Foley & Lardner
Tampa, Florida 33514 100 N. Tampa Street, Suite 2700
Phone: (813) 661-9501 Tampa, Florida 33602
(Name, address and telephone number, (813) 225-4126
including area code, of agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share Price Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 100,000 shares $7.75(1) $775,000 (1) $205.00
</TABLE>
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee. The proposed maximum offering price per share and the proposed
maximum aggregate offering price are based on the average of the high and low
sale prices of Common Stock on the Over The Counter Market on April 17, 2000
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents have been previously filed by American
Enterprise.com Corp. (the "Company") with the Commission and are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1999.
(c) The description of the Company's Common Stock set forth in
the Registration Statement on Form 8-A, filed with the Commission pursuant to
Section 12 of the Exchange Act, and any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files 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 by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superceded
for the purpose of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this registration
statement.
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Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have 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 in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall have
been adjudged liable, except in certain limited circumstances.
The Company's Articles of Incorporation and Bylaws provide that the
Company shall indemnify directors and executive officers consistent with the
Florida Act. In addition, the Company may enter into Indemnification Agreements
with its directors and executive officers in which the Company may agree to
indemnify such persons to the fullest extent now or hereafter permitted by the
Florida Act.
The Company has a standard policy of directors' and officers' liability
insurance covering directors and officers of the Company with respect to
liabilities incurred as a result of their service in such capacities, which may
extend to, among other things, liability arising under the Securities Act of
1933.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
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(4) American Enterprise.com Corp. Legal Services Plan of
Compensation
(5) Opinion of Foley & Lardner.
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<PAGE>
(23.1) Consent of Grant Thornton LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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.
(2) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
(b) The undersigned 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
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 this
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 the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid 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.
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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 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 Tampa, and State of Florida, on this 17 day of April,
2000.
AMERICAN ENTERPRISE.COM CORP.
By: /s/ Dr. Cardwell C. Nuchols
--------------------------------------
Dr. Cardwell C. Nuchols, President
and Chief Operating Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Cardwell C. Nuchols and Curtis L. Alliston, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either of them, may lawfully do or cause to be done by virtue hereof.
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Benedict Maniscalco
- ------------------------------------
Benedict Maniscalco Chairman of the Board April 18, 2000
/s/ Charles Broes
- ------------------------------------ Chief Executive Officer
Charles Broes (Principal Executive Officer) April 14, 2000
/s/ Cardwell C. Nuchols President, Chief Operating Officer, and
- ------------------------------------ Director
Cardwell C. Nuchols (Principal Financial Officer) April 17, 2000
/s/ Curtis L. Alliston
- ------------------------------------
Curtis L. Alliston Secretary & Treasurer April 14, 2000
/s/ James Whitmire
- ------------------------------------
James Whitmire Director April 14, 2000
</TABLE>
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EXHIBIT INDEX
AMERICAN ENTERPRISE.COM CORP. LEGAL SERVICES PLAN OF COMPENSATION
Exhibit No. Exhibit
----------- -------
(4) American Enterprise.com Corp. Legal Services Plan of
Compensation
(5) Opinion of Foley & Lardner
(23.1) Consent of Grant Thornton LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
EXHIBIT 4
AMERICAN ENTERPRISE.COM CORP.
LEGAL SERVICES PLAN OF COMPENSATION
1. Purpose of Plan
The purpose of this Plan is to enable American Enterprise.com Corp.
(the "Company") and its Subsidiaries to obtain competent consultants or advisors
with outstanding abilities by making it possible for them to obtain Shares on
terms that will give them a direct and continuing interest in the future success
of the businesses of the Company and its Subsidiaries.
2. Stock Subject to Plan
Subject to adjustment in accordance with the provisions of Section 5,
the total number of shares of common stock of the company ("Shares") which may
be awarded under the Plan shall be 100,000 Shares.
3. Grant of Awards
Subject to the provisions of the Plan, the Board of Directors of the
company or its designee shall determine (a) those consultants and advisors to
whom awards or Shares are to be granted under the Plan (b) the number of Shares
subject to each award, and (c) the terms and conditions of each award.
4. Legal Construction
The Plan shall become effective on January 4, 2000. The issuance of
Shares shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required. The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Florida.
5. Effect of Changes in Capitalization
If the number of outstanding Shares is increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization, reclassification,
stock split, combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease in such
shares effected without receipt of consideration by the Company, the Board shall
make a proportionate and appropriate adjustment in the aggregate number of
Shares available under the Plan and the number and type of Shares subject to
outstanding awards.
6. Amendment of Plan
The Company may amend this Plan from time to time as it deems desirable
and shall make any amendments it believes is necessary in order to comply with
the general purpose of the Plan.
7. Termination of Plan
The Company may, in its discretion, suspend or terminate the Plan at
any time, but such termination or suspension shall not adversely affect any
right or obligation with respect to any outstanding Shares.
EXHIBIT 5
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO 100 NORTH TAMPA STREET, SUITE 2700 SACRAMENTO
DENVER TAMPA, FLORIDA 33602-5804 SAN DIEGO
JACKSONVILLE TELEPHONE (813) 229-2300 SAN FRANCISCO
LOS ANGELES FACSIMILE (813) 221-4210 TALLAHASSEE
MADISON TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
WRITER'S DIRECT LINE
813-225-4126
EMAIL ADDRESS CLIENT/MATTER NUMBER
[email protected] 078634/0101
April 11, 2000
American Enterprise.com Corp.
755 West Brandon Boulevard
Brandon, Florida 33511
Ladies & Gentlemen:
We have acted as counsel for American Enterprise.com Corp., a Florida
corporation (the "Company"), in connection with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 100,000 shares of the Company's
Common Stock, $.001 par value per share (the "Common Stock"), which may be
issued or acquired pursuant to the American Enterpris.com Corp. Legal Services
Plan of Compensation (the "Plan").
In this regard, we have examined: (a) the Plan; (b) signed copies of
the Registration Statement; (c) the Company's Articles of Incorporation and
Bylaws, as amended to date; (d) resolutions of the Company's Board of Directors
relating to the Plan; and (e) such other documents and records as we have deemed
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation in good standing under the laws of the
State of Florida.
2. The shares of Common Stock, when issued pursuant to the terms and
conditions of the Plan, and as contemplated in the Registration Statement, will
be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the Securities
Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
Exhibit 23.1
Consent of Grant Thornton LLP
-----------------------------
We have issued our report dated April 11, 2000 accompanying the consolidated
financial statements of American Enterprise.Com, Corp. and subsidiaries
appearing in the Annual Report of the Company on Form 10-KSB for the year ended
December 31, 1999 which is incorporated by reference in this Form S-8
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.
Grant Thornton LLP
Tampa, Florida
April 11, 2000
