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As filed with the Securities and Exchange Commission on November 27, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MANGOSOFT, INC.
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(Exact name of registrant as specified in its charter)
Nevada 87-0543565
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
1500 West Park Drive, Suite 190, Westborough, MA 01581
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(Address of principal executive offices)
MangoSoft, Inc. 1999 Incentive Compensation Plan
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(Full title of the plan)
Robert E. Parsons, MangoSoft, Inc., 1500 West Park Drive, Suite 190,
Westborough, MA 01581 (508)871-7397)
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(Name, address and telephone number of agent for service)
Copies of communications to:
Arnold J. Levine, Esq.
Proskauer Rose LLP
1585 Broadway
New York, NY 10036
(212) 969-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Proposed Proposed maximum Amount of
Title of securities Number of Shares maximum offering aggregate offering registration
to be registered to be registered price per unit (1) price (1) fee (1)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share 8,000,000 $5.00 $ 40,000,000 $ 10,560.00
-------------------------------------------------------------------------------------------------
</TABLE>
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(1) Registration fees were calculated in accordance with Rule 457(c) under
the Securities Act. Calculation based on the average of the bid and
asked prices of the common stock on the OTC Bulletin Board on October
30, 2000.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON
FILING AS PROVIDED IN RULE 462 UNDER THE SECURITIES ACT OF 1933.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
MangoSoft, Inc., a Nevada corporation (the "Registrant"), hereby
incorporates by reference into this Registration Statement the following
documents filed by it with the Commission (Commission File No. 33-93994):
(a) the Registrant's Annual Report on Form 10-KSB/A for the fiscal
year ended December 31, 1999, dated September 27, 2000;
(b) the Registrant's Quarterly Report on Form 10-QSB for the three
months ended March 31, 2000, dated May 15, 2000;
(c) the Registrant's Quarterly Report on Form 10-QSB for the six
months ended June 30, 2000, dated August 11, 2000;
(d) the Registrant's Quarterly Report on Form 10-QSB for the nine
months ended September 30, 2000, dated November 14, 2000;
(e) the Registrant's Current Report on Form 8-K, dated January 20,
2000;
(f) Amendment No. 1 to the Registrant's Current Report on Form 8-K/A,
dated January 28, 2000;
(g) Amendment No. 2 to the Registrant's Current Report on Form 8-K/A,
dated August 31, 2000; and
(h) the description of the Registrant's common stock, $.001 par value
(the "Common Stock"), contained in the Registrant's Form 10-SB,
dated June 9, 2000.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of 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 and made a
part of this Registration Statement from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required for the Common Stock, which is registered under Section 12
of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 78.7502 of the General Corporation Law of
Nevada, the Registrant's jurisdiction of incorporation, which provides for
indemnification of directors and officers under certain circumstances.
The Registrant's Articles of Incorporation contain provisions that
limit the liability of directors and officers under certain circumstances. As
permitted by the Nevada General Corporation Law, directors and officers will not
be liable to the Registrant for monetary damages arising from a breach of their
fiduciary duty as directors and officers. Such limitation does not affect
liability for any breach of the duty of a director or officer to the Registrant
or its stockholders that involves (i) intentional misconduct, fraud or a knowing
violation of law or (ii) the payment of dividends in violation of Nevada Revised
Statutes 78.300.
The Registrant has policies insuring its officers and directors against
certain civil liabilities, including liabilities under the Securities Act of
1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The index to exhibits appears on the page immediately following the
signature pages of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The 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:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, unless the information required to be included in
such post-effective amendment is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Exchange Act and incorporated herein by reference;
(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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement, unless the information required to be included in such post-effective
amendment is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
and incorporated herein by reference;
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(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;
(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.
(4) That, for the purpose 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 Exchange Act 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.
(5) 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 provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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<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
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 Westborough, State of Massachusetts,
as of October 27, 2000.
MANGOSOFT, INC.
By: /s/ Dale Vincent
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Dale Vincent
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes Dale
Vincent, his true and lawful attorney-in-fact with full power to execute in the
name of each such person, in the capacities stated below, and to file, such one
or more amendments to this Registration Statement as the Registrant deems
appropriate, and generally to do all such things in the name and on behalf of
such person, in the capacities stated below, to enable the Registrant to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission thereunder, and hereby
ratifies and confirms the signature of such person as it may be signed by such
attorney-in-fact to any and all amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of October 27, 2000 by the following
persons in the capacities indicated:
SIGNATURE TITLE
--------- -----
/s/ Dale Vincent President and Chief Executive Officer (Principal
------------------------ executive officer)
Dale Vincent
/s/ Craig D. Goldman Director
------------------------
Craig D. Goldman
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/s/ Dr. Ira Goldstein Director
------------------------
Dr. Ira Goldstein
/s/ Robert E. Parsons Chief Financial Officer (Principal financial
------------------------ officer and principal accounting officer)
Robert E. Parsons
/s/ Paul C. O'Brien Director
------------------------
Paul C. O'Brien
Director
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Selig Zises
/s/ Dr. Nick Tredennick Director
------------------------
Dr. Nick Tredennick
/s/ Joseph Robinson Director
------------------------
Joseph Robinson
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EXHIBIT INDEX
Exhibit No.
5 Opinion of Earl Monsey, Esq.
23(a) Consent of Earl Monsey, Esq. (included in Exhibit 5)
23(b) Consent of Deloitte & Touche LLP
24 Power of Attorney (included in the signature page of this
Registration Statement)
99 MangoSoft, Inc. 1999 Incentive Compensation Plan, as amended
and restated
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