As filed with the Securities and Exchange Commission
on October 10, 1996
Registration No 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------------
LOTTOWORLD, INC.
(Exact Name of Registrant as Specified in its Charter)
--------------------------
Delaware 65-0399794
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation)
2150 Goodlette Road, Suite 200, Naples Florida 34102
(Address of Principal Executive Offices) (Zip Code)
--------------------------
LottoWorld, Inc. Amended Stock Option Plan
(Full Title of the Plan)
--------------------------
James D. Cullen, Esquire
2150 Goodlette Road
Naples, Florida 34102
(941) 434-8405
(Name Address and Telephone Number, Including Area Code, of Agent for Service)
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price Fee
- ------------------ ---------- ------------- -------------- ---------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 350,000 $1.625 $568,750 $ 196.12
- --------------------------------------------------------------------------------------------
(1) Computed on the basis of the price at which stock of the same class was
sold on October 3, 1996, pursuant to Rule 457(h) of the Securities Act
of 1933, as amended, solely for the purpose of calculation the amount of
the registration fee.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1b. Securities to be Offered.
The Company hereby registers 350,000 shares of the Company's Common
Stock, par value $.001 per share (the "Common Stock"), in connection with the
Company's Amended Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed with the Commission by
LottoWorld, Inc. (File No. 0-25624) are incorporated by reference in this regis-
tration statement:
1. LottoWorld, Inc.'s Annual Report on Form 10-KSB and Form 10-KSB/A for
the year ended December 31, 1995.
2. The description of LottoWorld, Inc.'s common stock set forth as Exhibit
3.1 Certificate of Incorporation of the Registrant, with amendments to
the Registration Statement on Form SB-2 filed with the Securities and
Exchange Commission on January 17, 1995.
3. LottoWorld's Quaterly Reports on Form 10-QSB for the quarters ended
March 31, 1996 and June 30, 1996.
Any statement contained in any document , incorporated or deemed to be
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 document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration Statement
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
James D. Cullen, Esquire, who is a director of the Company, has
performed and continues to perform significant legal services for the Company.
Item 6. Indemnification of Directors and Officers
Information regarding indemnification of Directors and Officers is
incorporated by reference to the Company's Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on January 17, 1995.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated by
reference.
2
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are 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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iiito include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purposes 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 the 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.
(h) 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.
3
<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 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 Naples and State of Florida, on this 9th day of
October, 1996.
LottoWorld, Inc.
Registrant
By /S/ Dennis B. Schroeder
--------------------------------
Dennis B. Schroeder
Chairman and Chief Executive Officer
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.
Signatures Title Date
- ---------- ----- ----
/S/ Dennis B. Schroeder
- ---------------------- Director, Chairman and October 9, 1996
Dennis B. Schroeder Chief Executive Officer
(principal executive officer)
/s/ A. Richard Holman
- ---------------------- Director and President October 9, 1996
A. Richard Holman
/s/ James D. Cullen
- ---------------------- Director October 9,, 1996
James D. Cullen
/s/ Stuart Dubow
- ---------------------- Senior Vice President and October 9, 1996
Stuart Dubow Chief Financial Officer
(principal accounting officer)
4
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
5 Opinion of James D. Cullen, Esquire
10.29 Amended Stock Option Plan of the Registrant
23.1 Consent of McGladrey and Pullen, LLP
23.2 Consent of James D. Cullen, Esquire (included in Exhibit 5)
5
James D. Cullen, P.A.
Legal Professional Association
James D. Cullen, Jr. 2150 Goodlette Road, Suite 200 Business Law
Admitted in Florida Naples, Florida 34102 Corporations
and Missouri Securities
Telephone: 941-434-8405
Facsimile: 941-643-6670
Email: [email protected]
10 October 1996
Dennis B. Schroeder
LottoWorld, Inc.
2150 Goodlette Road
Suite 200
Naples, FL 34102
RE: LottoWorld, Inc. ("LWI") Form S-8 Registration Statement
Dear Mr. Schroeder:
As counsel for LW1 I have reviewed the Registration Statement on Form
S-8 (the "Registration Statement") dated as of the date of this opinion and to
be filed by LWI with the Securities and Exchange Commission with respect to
350,000 shares of the $.001 par value LWI common stock under LottoWorld, Inc.
Amended Stock Option Plan (the "Plan"). As General Counsel, I have examined such
documents, corporate records and instruments as I have deemed necessary or
appropriate for the purposes of this opinion.
Based on the foregoing, I am of the opinion that any shares of LWI
common stock issued pursuant to the terms and conditions of the Plan will be
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ James D. Cullen, Esq.
---------------------------
James D. Cullen, Esq.
Exhibit 10.29
-------------
Amended Stock Option Plan
-------------------------
LOTTOWORLD, INC.
AMENDED EMPLOYEE STOCK OPTION PLAN
- --------------------------------------------------------------------------------
ARTICLE I
PURPOSE
-------
The purpose of the LottoWorld, Inc. ("LottoWorld" or the "Company")
Employee Stock Option Plan of 1993 (hereinafter referred to as the "Plan") is,
through the opportunity for greater stock ownership, to provide officers,
consultants, directors and other key employees (all such persons hereinafter
referred to as "Key Persons") of LottoWorld and its subsidiaries with an
additional incentive to continue and increase their efforts with respect to
LottoWorld and to develop a personal and active interest in the broader growth
and greater financial success of LottoWorld. The Plan may grant such Key Persons
"incentive" and "non-statutory" options for the acquisition of common shares
(the "Shares") of LottoWorld.
Options granted under the Plan may be either options which are intended
to be incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or any successor provision
("incentive stock options") or ("non-statutory") options that do not qualify as
incentive stock options under the Code. The Company may provide for the exercise
of options in installments or otherwise and for such periods from the date of
grant as it may in its discretion determine; provided, however, that any
incentive stock option granted under the Plan shall be exercisable for a period
of not more than ten years from the date of grant.
In the event common shares of the Company are registered pursuant to the
Securities Act 1933, as amended (the "Act"), Shares under the Plan may be
unrestricted ("unrestricted shares"), alternatively, Shares under the Plan may
be subject to restrictions imposed for common shares that have not been
registered under the Act, ("restricted shares"). Grants under the Plan may be
subject to such other terms and conditions, not inconsistent with the Plan, as
may be determined by LottoWorld.
ARTICLE II
RESERVATION OF SHARES
---------------------
a) The total number of Shares of the Company which may be issued under
the Plan shall be 350,000 shares of the common stock of the Company. The Shares
to be optioned under the Plan may be unissued shares or treasury shares. Shares
subject to an option which remain unpurchased at the expiration, termination or
cancellation of an option shall again be available for use under the Plan.
<PAGE>
b) No Shares shall be issued until all of the terms and conditions
pursuant to the option granting such Shares have been satisfied. A holder of an
option shall have none of the rights of a shareholder of the Company until the
Shares are issued to such person.
ARTICLE III
ADMINISTRATION
--------------
a) The Plan shall be administered by the Board of Directors of the
Company (the "Board") or a committee of directors of the Company (the
"Committee") which shall be appointed by the Board and which shall consist of
two or more disinterested directors. In the event two or more disinterested
directors are not available to be elected to the Committee, the Board shall act
in place of the Committee. Vacancies in the Committee shall be filled by the
Board.
b) The Board or, to the extent authorized by the Board, the Committee
shall, to the extent not inconsistent with the Plan, have the power to select
Key Persons to whom options shall be granted; determine the number of restricted
or unrestricted Shares to be granted; determine the other terms and conditions,
if any, to which any grant of Shares or options shall be subject and to amend,
modify or waive any terms or conditions of any such grant (provided, however,
that no such amendment or modification shall impair any outstanding right of any
participant without the consent of such participant, except to the extent
permitted under the terms and conditions of such grant as then in effect); and
authorize any action of or make any determination by the Company and prescribe
such provisions and interpretations in connection with the Plan as the Board or
the Committee shall deem necessary or advisable for carrying out the purposes of
the Plan. Each member of the Board or Committee, and, to the extent provided by
the Board or the Committee, any other person to whom duties or powers shall be
delegated in connection with the Plan, shall incur no liability with respect to
any action taken or omitted to be taken in connection with the Plan and shall be
fully protected in relying in good faith upon the advice of counsel, to the
fullest extent permitted under applicable law.
ARTICLE IV
ELIGIBILITY
-----------
An option may be granted to any officer or other Key Person, provided
that any person to whom an option is granted shall be a Key Person to the
Company at the time an option is granted. An Incentive Stock Option shall be
granted only to an employee of the Company.
ARTICLE V
PRICE
-----
The option exercise price per Share with respect to each option shall be
not less than the fair market value of such stock on the date an option to
purchase the same is granted. In making such determination, the Board or
Committee may rely on market quotations, if available, but if not available,
upon independent appraisals of the stock or such other information deemed
appropriate by the Board or Committee. No Incentive Stock Options shall be
granted to any Key Person who at the time directly or indirectly owns more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company, unless the exercise price is not less than 110% of the fair market
value of such stock on the date of grant, and unless the option is not
exercisable more than five years after the date of grant.
<PAGE>
ARTICLE VI
CHANGES IN PRESENT STOCK
------------------------
In the event the common shares of the Company are changed into a
different number of securities by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of shares
and the like, the optionee of any option granted under the Plan shall receive,
upon exercise of his option, the new number of securities recorded by the
Company on account of any such change.
ARTICLE VII
EXERCISE OF OPTIONS
-------------------
An optionee shall exercise an option by delivery of a signed, written
notice to the Company, specifying the number of Shares to be acquired, the date
the acquisition is to be consummated, together with payment of the full purchase
price for the Shares. The Company may accept payment from a broker on behalf of
the optionee any may, upon receipt of signed, written instructions from the
optionee, deliver the Shares directly to the broker. The date of receipt by the
Company of the final item required under this paragraph shall be the date of
exercise of the option.
ARTICLE VIII
OPTION PROVISIONS
-----------------
Each option granted under the Plan shall be in such form as the Board or
Committee may from time to time approve. All options under the Plan are intended
to be granted as "incentive" or "non-statutory" stock options. All options
granted under the Plan shall be subject to the following terms and conditions
unless otherwise varied by the Board or Committee.
a) DOLLAR LIMITATIONS. Each option grant shall constitute an incentive
"statutory" stock option eligible for favorable tax treatment under Section 422
of the Code, provided that no more than $100,000 of such options (based upon the
fair market value of the underlying shares as of the date of grant) can first
become exercisable for any employee in any calendar year. To the extent any
option grant exceeds the $100,000 limitation, it shall constitute a
non-statutory stock option. Each stock option agreement shall specify to which
it is an incentive and/or a non-statutory stock option. For purposes of this
paragraph, options granted under all plans of the Company and affiliated
companies which are qualified under Section 422 of the Internal Revenue Code
shall be included.
b) PAYMENT. The full purchase price of the Shares acquired upon the
exercise of any option shall be paid in cash, by certified or cashier's check or
by common stock of the Company.
c) EXERCISE PERIOD. The period for exercising an option shall commence
not earlier than six (6) months from the date of grant and shall not exceed ten
years from the date of grant. Outstanding options shall become immediately
exercisable in full in the event that the Company is acquired by merger,
purchase of all or substantially all of the Company's assets, or purchase of a
majority of the outstanding stock by a single party or group acting in concert.
d) RIGHTS OF OPTIONEE BEFORE EXERCISE. The holder of an option shall
not have the right of a stockholder with respect to the Shares covered by his or
her option until such Shares have been issued to him or her upon exercise of an
option.
e) NO RIGHT TO CONTINUED EMPLOYMENT. Nothing herein shall be construed
to confer upon any optionee any right to continue in the employ of the Company
or to interfere in any way with the right of the Company as an employer to
terminate his or her employment at any time, nor to derogate from the terms of
any written employment agreement between the Company and the optionee.
<PAGE>
f) TERMINATION OF EMPLOYMENT. If an option holder's employment with
LottoWorld terminates for any reason, all unexercised rights under his or her
option shall expire on the date of such termination and such Shares shall again
be available for use under the Plan.
If termination is effected by death of the optionee, the option, or any
portion thereof, may be exercised to the extent the optionee was entitled to do
so at the time of death, by his or her executor or administrator or other person
entitled by law to the optionee's rights under the option, at any time within
six (6) months subsequent to the date of death.
g) NON-TRANSFERABILITY OF OPTION No option shall be transferable by
the optionee otherwise than by will or by the laws of decent and distribution,
and each option shall be exercisable during the optionee's lifetime only by the
optionee.
h) DATE OF GRANT. The date on which the Board or Committee approves the
granting of an option shall be considered the date on which such option is
granted.
ARTICLE IX
RESTRICTIONS ON TRANSFER
------------------------
During any period in which the offering of the Shares under the Plan is
not registered under federal and state securities laws, the optionee shall agree
in the Stock Option Agreements that they are acquiring the Shares under the Plan
for investment purposes, and not for resale, and that the Shares cannot be
resold or otherwise transferred except pursuant to registration or unless, in
the opinion of counsel for the Company registration is not required.
Any restrictions upon Shares acquired upon exercise of an option
pursuant to the Plan and the Stock Option Agreement shall be binding upon the
optionee and his or her heirs, executors, and administrators . Any stock
certificate issued under the Plan which is subject to restrictions shall be
endorsed so as to refer to the restrictions on transfer imposed by the Plan and
by applicable securities laws.
ARTICLE X
RELATIONSHIP to OTHER PLANS
---------------------------
Nothing in this Plan shall prevent the Company or any subsidiary from
adopting or continuing other or additional compensation arrangements, including
without limitation plans providing for the granting of restricted or
unrestricted stock options and cash or common stock performance bonuses. Grants
under the Plan may form a part of or otherwise be related to such other or
additional compensation arrangements.
ARTICLE XI
AMENDMENT and DISCONTINUANCE
----------------------------
The Board shall have the right at any time and from time to time to
amend, modify, or discontinue the Plan, except that (a) no such amendment,
modification, or discontinuance shall revoke or alter the terms of any valid
option previously granted in accordance with the Plan, without the consent of
the holder of the option, and (b) no action of the Board may, without approval
by the affirmative vote of a majority of the vote of the stockholders cast at a
meeting at which a quorum is present, (i) increase the maximum number of shares
subject to the Plans, or (ii) materially increase the benefits accruing to
participants under the Plan or materially modify the requirements for
eligibility under the Plan.
<PAGE>
ARTICLE XII
GOVERNMENT REGULATION
---------------------
The Plan and the grant of options thereunder shall be subject to all
applicable governmental rules and regulations; and, any other provisions of this
Plan to the contrary notwithstanding, the Board may in its discretion and
without any shareholder action, make such changes in the Plan as may be
required, in its opinion, to conform the Plan to such rules and regulations.
ARTICLE XIII
EFFECTIVE DATE of PLAN
----------------------
The Plan shall become effective on such date as the Board shall
determine, but subject to the approval by the affirmative vote of the holders of
a majority of the shares of the Company. The Plan will terminate ten years from
its effective date unless sooner terminated by the Board.
CERTIFICATE OF ADOPTION
-----------------------
The undersigned, duly elected and acting Secretary of LottoWorld, Inc.,
hereby certifies that the Board of Directors and a majority of the shareholders
of the Company adopted the foregoing Plan on April 27, 1995.
S/ Judith A. Schroeder
------------------------
Judith A. Schroeder
MCGLADREY & PULLEN, LLP
Certified Public Accountants and Consultants
CONSENT OF INDEPENDENT AUDITOR
We hereby consent to the incorporation by reference in the October 10, 1996
Registration Statements on Forms S-8 of our report dated March 15, 1996, which
appears on Page F-2 of the annual report on Form 10-KSB/A of LottoWorld, Inc.
for the year ended December 31, 1995.
/s/ MCGLADREY & PULLEN, LLP
Naples, Florida
October 10, 1996
