AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------
theNETdigest.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware 38-2655325
--------------------------- -------------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
1-13886
------------------------
(Commission File Number)
4950 West Prospect Road
Fort Lauderdale
FL 33309
(Address of principal executive offices)
CONSULTING AGREEMENTS
(Full title of the Plan)
-------------------------------------------------------------
954 745 8277
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this Registration Statement.
--------------------------------------------------------------------------------
Page 1
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Amount to Offering Aggregate Amount
Title of Securities be Price Offering of
to be registered Registered Per Share(1) Price (1) Registration Fee
-----------------------------------------------------------------------------
Common Stock,
$.001 par value 482,000 $0.01 $4,820 $____
------------------- ------- ------ -------- -------
(1) Estimated solely for the purpose of calculating the registration fee
Following Rule 457 under the Securities Act of 1933.
theNETdigest.com, Inc.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(B) OF REGULATION S-B
FORM S-8 ITEM NUMBER AND CAPTION CAPTION IN PROSPECTUS
-------------------------------- ---------------------
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Cover Inside Cover Page of Prospectus
Pages of Prospectus and Outside Cover Page of
Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Not Applicable
9. Description of Securities to Consulting Agreements
be Registered
10. Interest of Named Experts and Not Applicable
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Information Incorporated by
by Reference Reference
13. Disclosure of Commission Position Indemnification
Indemnification for Securities Act
Liabilities
--------------------------------------------------------------------------------
Page 2
<PAGE>
PROSPECTUS
theNETdigest.com, Inc.
482,000 Shares of Common Stock
($.001 Par Value)
This Prospectus is part of a Registration Statement which registers an
aggregate of 482,000 shares of common stock, $.001 par value, of
theNETdigest.com, Inc.(the "Company") which have been issued as set forth herein
to the following named persons:
NAME NUMBER OF SHARES
---- ------------------
W. Scott Smith 200,000
Christopher D. Taylor 80,000
Ned Elgart 50,000
Patrick N. Kephart 75,000
M. Therese Roos 25,000
Susan M. Danehower 25,000
Barrett C. Geoghegan 15,000
Sheldon Brown 12,000
On September 29, 1999, the Company entered into a consulting agreement (the
"LMIL Consulting Agreement") with London Manhattan Limited, Inc. (referred to as
("LMIL"). LMIL has designated W. Scott Smith, Christopher D. Taylor, Ned Elgart,
Patrick N. Kephart, M. Therese Roos, Susan M. Danehower, Barrett C. Geoghegan
and Sheldon Brown as its nominees (collectively herein referred to as the "LMIL
Nominees") to receive the shares of stock to which LMIL is entitled. The Company
has been advised by LMIL and the LMIL Nominees that they may sell all or a
portion of their shares of common stock from time to time through securities
brokers/dealers only at current market prices and that no commissions or
compensation will be paid in connection therewith in excess of customary brokers
commissions. The LMIL Nominees and the brokers and dealers through whom sales of
the shares are made may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, (the "Securities Act"), and any profits
realized by them on the sale of the shares may be considered to be underwriting
compensation.
No other person is authorized to give any information or make any representation
not contained or incorporated by reference in this Prospectus, in connection
with the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by the Company. Neither the delivery of this Neither prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE COMPANY IS A CRIMINAL OFFENSE.
This Prospectus does not constitute an offer to sell or the solicitation of any
offer to buy any security other than the securities covered by this Prospectus,
nor does it constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation.
The date of this Prospectus is September 22, 2000
--------------------------------------------------------------------------------
Page 3
<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION 1
INFORMATION INCORPORATED BY REFERENCE 1
THE COMPANY 2
CONSULTING AGREEMENTS 2
Restrictions under Securities Laws 2
DESCRIPTION OF CAPITAL STOCK 3
Common Stock 3
Registrar and Transfer 3
Dissenters' Rights 3
Preferred Stock 3
LEGAL MATTERS 3
EXPERTS 4
STATEMENT OF INDEMNIFICATION 4
AVAILABLE INFORMATION
theNETdigest.com, Inc.(the "Company") is subject to the requirement to
file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), and, in accordance therewith, files reports and other
materials with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other materials filed by the Company can be
inspected and copied (at prescribed rates) at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of all or any part of such material may be obtained from the Commission
upon payment of fees prescribed by the Commission. The Commission maintains a
web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of such web site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to an aggregate of 482,000 shares of the Company's
Common Stock, which have been issued to the LMIL nominees. This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the shares of the Common Stock offered by this Prospectus, reference
is made to the Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any document are not necessarily complete,
and where any such document is an exhibit to the Registration Statement or is
incorporated by reference herein, each such statement is qualified in all
respects by the provisions of such exhibit or other document, to which reference
is hereby made, for a full statement of the provisions thereof. A copy of the
Registration Statement, with exhibits, may be obtained from the Commission's
office in Washington, D.C. (at the above address) upon payment of the fees
prescribed by the rules and regulations of the Commission, or examined there
without charges.
INFORMATION INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended May 31,
1999. The Company's Quarterly Report on Form 10-Q for the quarter ended August
31, 1999 and the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1999 and the Company's Quarterly Report on Form 10-Q for the
quarter ended February 29, 2000, and the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 2000. The above referenced reports, which were
previously filed with the Commission, are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, 14 or 15 (d) of
the Exchange Act after the date hereof and prior to the filing of a
post-effective
--------------------------------------------------------------------------------
Page 4
<PAGE>
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED ABOVE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO MR. GEOFFREY TAYLOR, PRESIDENT,
theNETdigest.com, Inc., 4950 WEST PROSPECT ROAD, FORT LAUDERDALE, FL 33309,
TELEPHONE NUMBER 954 745 8277.
THE COMPANY
CAM DESIGNS INC. (the "Company") is a Delaware corporation. Its common stock is
traded on the NQBEQS "Pink Sheets" under the symbol FRTX. Effective May 18,
2000, the Company acquired in an exchange of shares all of the capital stock of
theNETdigest.com, Inc., a privately held Internet publishing company based in
Fort Lauderdale, Florida. The Company has since changed its name to
theNETdigest.com, Inc.
theNETdigest.com, Inc. (www.thenetdigest.com), a quality Internet publishing
company, is developing the parent site to in excess of fifty (50) web domain
sites. theNETdigest.com, Inc. intends meticulously to develop and maintain
state-of-the-art informational web sites for the end users on an impressive
variety of subject matter. Its goal is to provide totally comprehensive sites
updated daily for the most cutting-edge information and news articles. Each web
site will have a specific, highly researched subject matter and will be geared
toward supplying its users what they need in one convenient, user-friendly
arena. All sites developed will be supported by conventional advertising,
including radio and broadcast.
The first focused, in-depth web site currently under construction is
theDIABETICdigest.com. Research has demonstrated a strong market need for a
concentration of information on this serious disease. This site will offer an
Editorial Board consisting of prominent professionals in the industry, news
articles added daily as well as an archive of articles, up-to-date product
information, a healthcare database, and a shopping area. Each article will by
summarized by a brief paragraph explaining its content. With a glossary,
bulletin board and chatroom, this site will provide all the resources and
feedback diabetics and their families and friends need, in one web site. The
content is reputable, current and entertaining, presented in an easy to
understand language. This site will feature a large section devoted specifically
to Juvenile Diabetes, with the newest information on research and activities for
the parents and physicians of children with diabetes. TheDiabeticdigest.com will
be represented by spokesperson Michelle McGann, a professional golfer on the
LPGA. Michelle was diagnosed as a diabetic at the age of 13 and is a role model
for many younger diabetics.
TheDIABETICdigest.com will also include a complete section for children called
the KidZone. Focusing on the needs and concerns of children afflicted with
diabetes, this section will contain most of the information of our main site,
but written in a language children can easily understand. It will contain its
own glossary and articles and feature a chatroom for kids with diabetes to
interact with each other. Bold bright graphics and pictures and fun news items
will entertain the children as they learn to take better care of themselves. The
section will soon feature its own original animated theater-quality movie short.
--------------------------------------------------------------------------------
Page 5
<PAGE>
Plans are underway to introduce theDIABETICdigest.com in mid-July in the year
2000. Other web domains being acquired by theNETdigest.com, Inc. include
seventeen (17) health digests and thirty-five (35) general lifestyle digests.
Future web sites currently in pre-production include one health digest and one
lifestyle digest. Each web site will be developed within the strict quality
guidelines of theNETdigest.com, Inc. and will include exercise videos and a
complete section for children.
theNETdigest.com, Inc. will operate from Uptown Studios in Fort Lauderdale,
Florida, a 16,000 square foot full service production facility complete with
professional broadcast quality video and audio services. Uptown Studios will
offer its state-of-the-art facilities and support to theNETdigest.com, Inc. and
its intellectual properties.
CONSULTING AGREEMENTS
On September 29, 1999, the Company entered into a consulting agreement with
London Manhattan Limited, Inc.(the "LMIL Consulting Agreement") Under the terms
of the LMIL Consulting Agreement, LMIL undertook to consult with and advise the
Company with respect to the following (i) to locate and identify candidates for
positions on the board of directors and fill vacancies in the officer positions,
(ii) in locating, negotiating and consummating a Business Combination with an
operating company, (iii) in bringing itself current with SEC filing requirements
and its financial records, and (iv) in debt settlement and resolution of other
outstanding claims or obligations of Company. The LMIL Consulting Agreement
began on September 29, 1999 for an initial term of six (6) months and was
extended on a month to month basis thereafter. The LMIL Consulting Agreement was
subsequently amended by two supplementary agreements.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of any shares of Common Stock acquired under the terms of the LMIL
Consulting Agreements must be made in compliance with federal and state
securities laws. Officers, directors and 10% or greater stockholders of the
Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under the Federal Securities Laws, should be aware
that resales by affiliates can only be made pursuant to an effective
Registration Statement, Rule 144 or any other applicable exemption. Officers,
directors, 10%, and greater stockholders are also subject to the "short swing"
profit rule of Section 16(b) of the Securities Exchange Act of 1934. Section
16(b) of the Exchange Act generally provides that if an officer, director or 10%
and greater stockholder sold any Common Stock of the Company, he would generally
be required to pay any "profits" resulting from the sale of the stock and
receipt of the stock. The foregoing is not intended to be a complete statement
of applicable law and Consultants should rely on its own legal counsel with
respect thereto.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 50 million shares of Common Stock, $0.001 par
value, and 5,000,000 shares of Preferred Stock. The presently outstanding shares
of Common Stock are fully paid and nonassessable. There are no shares of
Preferred Stock issued and outstanding.
COMMON STOCK
There are presently outstanding 12,975,000 shares of Common Stock.
Voting Rights. Holders of shares of Common Stock are entitled to one
--------------------------------------------------------------------------------
Page 6
<PAGE>
vote per share on all matters submitted to a vote of the shareholders. Shares of
Common Stock do not have cumulative voting rights; accordingly, the holders of a
majority of the shareholder votes eligible to vote and voting for the election
of the Board of Directors can elect all members of the Board of Directors.
Dividend Rights. Holders of record of shares of Common Stock are entitled
to receive dividends when and if declared by the Board of Directors out of funds
of the Company legally available therefor.
Liquidation Rights. Upon any liquidation, dissolution or winding up of the
Company, holders of shares of Common Stock are entitled to receive pro rata all
of the assets of the Company available for distribution to shareholders after
distributions are made to the holders of the Company's Preferred Stock.
Preemptive Rights. Holders of Common Stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of the Company.
REGISTRAR AND TRANSFER AGENT
The Company's registrar and transfer agent is the American Stock Transfer and
Trust Company, 6201 15th Avenue, Brooklyn, NY 10005.
DISSENTERS' RIGHTS
Under current Delaware law, a shareholder is afforded dissenters' rights which,
if properly exercised, may require the Company to purchase his shares
dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation.
PREFERRED STOCK
The Company is also authorized to issue 5,000,000 of Preferred Stock of which
none are presently outstanding. The Preferred Stock or any series thereof shall
have such designations, preferences and relative, participating, optional or
special rights and qualifications, limitations or restrictions thereof as shall
be expressed in the resolution or resolutions providing for the issue of such
stock adopted by the board of directors and may be made dependent upon facts
ascertainable outside such resolution or resolutions of the board of directors,
provided that the manner in which such facts shall operate upon such
designations, preferences, rights and qualifications, limitations or
restrictions of such class or series of stock is clearly and expressly set forth
in the resolution or resolutions providing for the issuance of such stock by the
board of directors.
EXPERTS
The balance sheets, and the statements of operations, stockholders' equity and
cash flows for the year ended May 31, 1999, incorporated by reference in this
Prospectus, have been incorporated by reference herein in reliance on the report
of Liebman, Goldberg & Drogin, independent accountants, given on the authority
of said firms as experts in accounting and auditing.
--------------------------------------------------------------------------------
Page 7
<PAGE>
STATEMENT OF INDEMNIFICATION
Pursuant to Section 145 of the General Corporation Law of the State of Delaware,
the Company has the power to indemnify any person made a party to any lawsuit by
reason of being a director or officer of the Company, or serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
actions suit or proceeding if he 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) through (c) below are incorporated by reference in
the Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1999. The Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1999 and the Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1999 and the Company's Quarterly Report on Form 10-Q for the
quarter ended February 29, 2000, and the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 2000. The above referenced reports, which were
previously filed with the Commission are incorporated herein by reference.
(b) All other reports filed pursuant to Section 13 or 15(d) of the
Exchange Act since the end of the fiscal quarter covered by the Registrant's
Form 10-Q referred to in (a) above.
(c) The class of securities to be offered hereby is registered under
Section 12 of the Exchange Act.
Item 5: Interests of Named Experts and Counsel.
None
Item 6: Indemnification of Directors and Officers.
--------------------------------------------------------------------------------
Page 8
<PAGE>
(a) Section 145 of the Delaware General Corporation Law provides that:
145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE
(1) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such actions suit or proceeding if he 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, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(2) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he 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 except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(3) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(4) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination shall be
made (1) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
--------------------------------------------------------------------------------
Page 9
<PAGE>
(5) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
(6) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(7) A corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee of agent or
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
(8) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(9) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
Section.
(10) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(11) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses
--------------------------------------------------------------------------------
Page 10
<PAGE>
(including attorneys' fees). (As amended by Ch. 186, Laws of 1967, Ch. 421, Laws
of 1970, Ch. 437, Laws of 1974, Ch. 25, Laws of 198 1, Ch. 11 2, Laws of 1983,
Ch. 289, Laws of 1986, Ch. 376, Laws of 1990, and Ch. 26 1, Laws of 1994.)
Item 8: Exhibits
The following documents are filed as Exhibits to this Registration
Statement:
4(a) -- Consulting Agreement with London Manhattan Limited, Inc.
4(b) -- First Amendment to Consulting Agreement with London
Manhattan Limited, Inc.
4(c) -- Second Amendment to Consulting Agreement with London
Manhattan Limited, Inc.
Item 9: Undertakings
The undersigned registrant hereby undertakes:
(a) 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 changes to such information in the
registration statement.
(b) 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
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, on the 27th day of
September, 2000.
theNETdigest.com, Inc. theNETdigest.com, Inc.
By: /s/Geoffrey Taylor By: /s/Franz Skryanz
--------------------------- ------------------------
Geoffrey Taylor, President Franz Skryanz, Treasurer
--------------------------------------------------------------------------------
Page 11
