As filed with the Securities and Exchange Commission
on January 6, 1997
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. 1997 Employee and Vendor Stock 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 252,500 $1.25 $ 315,625 $ 95.65
- ------------------------------------------------------------------------------------------
(1) Computed on the basis of the price at which stock of the same class was sold
on January 3, 1997, 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 52,500 shares of the Company's Common Stock,
par value $.001 per share (the "Common Stock"), in connection with the Company's
1997 Employee and Consultant Stock Bonus Program and 200,000 shares to a vendor
of the Company in lieu of a cash payment.
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, June 30, 1996 and September 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
(iii) to 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 6th day of
January 1997.
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 January 6, 1997
- ---------------------- Chief Executive Officer
Dennis B. Schroeder (principal executive officer)
/s/ A. Richard Holman Director and President January 6, 1997
- ----------------------
A. Richard Holman
/s/ James D. Cullen Director January 6, 1997
- -----------------------
James D. Cullen
s/ Stuart Dubow Senior Vice President and January 6, 1997
- ------------------------ Chief Financial Officer
Stuart Dubow (principal accounting officer)
4
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
5 Opinion of James D. Cullen, Esquire
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
Business Law
James D. Cullen, Jr. 2150 Goodlette Road, Suite 200
Admitted in Florida Naples, Florida 33940 Corporations
and Missouri
Telephone: 94l-434-8405 Securities
Facsimile: 941-643-6670
Email: [email protected]
6 January 1996
Dennis B. Schroeder
LottoWorld, Inc.
2150 Goodlette Road
Suite 200
Naples, Florida 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 to be
filed with the Securities and Exchange Commission with respect to 252,500 shares
of $.001 par value LWI common stock under the LottoWorld, Inc. 1997 Employee and
Vendor Stock Program (the "Program"). As General Counsel, I have examined such
documents, corporate records and instruments as [ have deemed necessary or
appropriate for the purpose 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
--------------------------
James D. Cullen, Esq.
McGLADREY & PULLEN, LLP
Certifled Public Accountants and Consultants
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the January 6, 1997
Registration Statement on Form 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
January 3, 1997
