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. Key Employee and Consultant Stock Option Program
(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 750,000 $1.625 $1,218,750 $ 420.26
- --------------------------------------------------------------------------------------------
(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 750,000 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
registration 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 Quarterly 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, hereunto 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
10.30 Form of Option
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 LWI 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
750,000 shares of the $.001 par value LWl common stock under LottoWorld, Inc,
Key Employee and Consultant Stock Option Program (the "Program"). 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 Program 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 10.30
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Form of Option
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LOTTO WORLD, INC.
STOCK OPTION AGREEMENT
Lotto World, Inc., a Florida corporation (hereinafter the "Optionor" or
"LWI"), hereby grants to ___________, an individual residing in Naples, Florida
(the "Optionee"), an option to purchase a total of up to xxx common shares (the
"Shares") of Optionor at a purchase price of $x.xx per Share, and upon the terms
and conditions as provided herein. The option granted under this Agreement is
intended to be an incentive stock option within the meaning of Section 422-A of
the Internal Revenue Code of 1986, as amended, or any successor provision.
1. Term of the Option.
The period for exercising this option shall commence from the date of
grant and shall not be exercised after May 31, 1999. In the case of death of the
Optionee, all unexercised rights under this Agreement shall expire six (6)
months after said date of death by the estate or devise of Optionee.
2. Option Price.
This Option is granted by the Optionor to the Optionee in consideration
of Optionee's past services rendered for the benefit of Optionor.
3. Option Exercise Price.
The purchase price (the "Purchase Price") for the Shares shall equal
$x.xx per Share for an aggregate sum of $x.xx.
4. Method of Exercise.
This Option may be exercised by Optionee in whole or in part. This
Option shall be exercisable by written notice to Optionor which shall state the
number of Shares to be acquired, the date the acquisition is to be consummated
and such other representations and agreements as to the Optionee's investment
intent with respect to such Shares as may be required by the Optionor pursuant
to applicable law. Such written notice shall be signed by the Optionee,
delivered to Optionor and shall be accompanied by payment of the Purchase Price
in cash, certified or cashier's check or by common stock of LWI.
5. Certificate Legend.
The certificate or certificates for Shares as to which this Option may
be exercised shall be registered in the name of the Optionee and shall contain a
legend substantially similar to the following:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND
SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS
REGISTERED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR
TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND UNLESS
SUCH SALE OR TRANSFER IS AUTHORIZED UNDER APPLICABLE STATE LAW.
<PAGE>
6. Restriction of Exercise.
This Option may be exercised only pursuant to the terms and conditions
of this Agreement and the Plan and shall not be exercised if the issuance of
Shares upon such exercise would constitute a violation of any applicable federal
or state securities laws or other laws or regulations.
7. Transferability of Option.
This Option is transferable and assignable by Optionee prior to
exercise, valid option rights may be transferred by testamentary instrument or
by the laws of descent and distribution to the personal representatives,
executors, administrators, heirs and successors of the Optionee and the terms of
this Option shall be binding upon said transferee, personal representatives,
executors, administrators, heirs and successors of the Optionee.
8. No Voting Rights.
This Option shall not entitle the Optionee to any voting rights or other
rights as a shareholder of LWI with respect to the Shares covered hereby until
said Shares have been registered in the name of Optionee.
9. Covenants of Optionor.
The Optionor covenants and agrees that all Shares which may be sold upon
the exercise of this Option will be retained by Optionor with no lien, pledge or
encumbrance of any type or nature which may prohibit, limit or restrict the full
and absolute transfer of the Shares to Optionee upon the exercise of any right
to acquire Shares herewith without the prior written consent of Optionee.
Further, the Optionor covenants and agrees that the Optionee shall receive, upon
exercise of this Option, in the event the common shares of LWI 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 new number of securities recorded by the LWI on account of any
such change.
10. Miscellaneous.
The descriptive headings of the several paragraphs of this Option are
inserted for convenience only and do not constitute a part of this Option. This
Option is being delivered and is intended to be performed in the State of
Florida and shall be construed and enforced in accordance, and the rights of the
parties shall be governed by, the laws of such State. All notices and other
communications required hereby shall be delivered by (a) hand, (b) certified or
registered mail, return receipt requested, or (c) prepaid cable, telex or
facsimile, to the following addresses or at such other address as the parties
hereto may hereafter specify by written notice delivered in accordance herewith:
Optionor: Optionee:
Dennis B. Schroeder ___________
LottoWorld, Inc.
2150 Goodlette Road Naples, Florida 33942
Suite 200
Naples, Florida 33940
DATE OF GRANT: May 31, 1996 Optionor:
Lotto World, Inc.
By: ______________________
Dennis B. Schroeder
Chief Executive Officer
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
