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As filed with the Securities and Exchange Commission on October 3, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Hitsgalore.com, Inc.
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(Exact name of Registrant as specified in its charter)
Florida 65-00036344
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(State of jurisdiction (I.R.S. Employer
of incorporation Identification No.)
or organization)
10134 6th Street, Suite J,
Rancho Cucamonga, CA 91730
(Address of Principal Executive Office)
Hitsgalore.com, Inc.
Year 2000 Stock Award
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(Full Title of the Plan)
Frank Pinizzotto
12547 56th Street North
Largo Florida 33773
(727) 538-2274
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Name, address and telephone number of agent for service
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum
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===================================================================================================================
Title of Class of Securities Amount Offering Price per Proposed Maximum Amount of
to be Registered to Be Registered(1) Unit(2) Aggregate Registration
Offering Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 10,000,000 $0.15 $1,500,000 $517.24
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Total Registration Fee - - - $517.24
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock, which become issuable under the Hitsgalore.com Inc. - Year 2000 Stock
Award Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of common stock.
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(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
maximum offering price per share and in the aggregate, and the registration fee
were calculated based upon the average of the bid and ask prices of
Hitsgalore.com, Inc.'s common stock on September 29, 2000, as reported on the
Over The Counter Bulletin Board.
EXPLANATORY NOTE
Hitsgalore.com Inc. ("Company," "we" or "us") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act") to register 10,000,000 shares of
our common stock, which will be awarded to eligible persons under our Year 2000
Stock Award Plan ("Plan").
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), we will distribute an information statement containing the
information specified in Part I of Form S-8 (the "Information Statement") to
participants under our Stock Plan. Such Information Statement, taken together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II below, constitutes a prospectus meeting the requirements of Section 10(a) of
the Securities Act, and such Information Statement is hereby incorporated by
reference in this Registration Statement.
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC permits us to "incorporate by reference" material information required
by Form S-8, which means that we may disclose important information to you by
referring you to documents that we file with the SEC. Accordingly, the
information incorporated by reference is considered to be part of this
Registration Statement. Information that we file with the SEC after the filing
of this S-8 registration statement will automatically update and supersede
information contained in this Registration Statement. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all
of the shares covered by this Registration Statement have been sold or
deregistered:
(a) our Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
(b) our Quarterly Reports on Form 10-Q for the quarters ended June 30,
2000 and March 31, 2000;
(c) our Current Reports on Form 8-K filed on June 27, 2000, April 24,
2000, and September 9, 1999;
(d) The description of our common stock that is contained in our
registration statement on Form 10 filed on July 23, 1996 and amendments thereto
filed for the purpose of updating such common stock descriptions.
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ITEM 4. DESCRIPTION OF SECURITIES.
Our common stock being registered in this Registration Statement is registered
pursuant to Section 12(g) of the Exchange Act. We are authorized to issue
250,000,000 shares of our common stock and 15,000,000 shares of our preferred
stock pursuant to an amendment to our Articles of Incorporation adopted on
September 15, 2000. A description of our common stock is incorporated by
reference pursuant to Item 3(d) above.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Section 607.0850 of the Florida Business Corporation Act and Article VII of
the Company's Bylaws provide for indemnification of directors and officers for
liabilities incurred as a result of serving in those capacities. Insofar as
indemnification for liabilities arising under the federal securities laws may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, the Company has been advised that in the opinion of
Commission such indemnification is against public policy as expressed in such
laws and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment of expenses incurred in the
successful defense, suit or proceeding) is asserted by any such director,
officer or controlling person, the Company will, unless in the opinion of
counsel the matter as been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in such laws and will be governed by the
final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
5.1 Opinion and consent of Hamilton, Lehrer & Dargan, P.A. as to the
legality of securities being registered.
10.1 Hitsgalore.com Inc. - Year 2000 Stock Award Plan.
23.1 Consent of Pender, Newkirk and Company, Certified Public Accountants
99.1 September 11, 2000 Amendment to Articles of Incorporation
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ITEM 9. UNDERTAKINGS.
A. We hereby undertake to:
(1) To File, during any period in which offers and 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of a prospectus filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for purposes of determining any liability under the
Securities Act, 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.
(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 purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's Annual Report pursuant to Section 13(a) or 15(d) of the Securities and
Exchange Act of 1934 that is incorporated by reference in the registration
statement 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. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
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In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended,
the Company 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 Rancho Cucamonga, State of California on the 2nd
day of October 2000.
Hitsgalore.com, Inc.
By: /s/ Dorian Reed
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Dorian Reed, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 as amended,
this Registration Statement on Form S-8 (the "Registration Statement") has been
signed by the following person in the capacities and on the dates indicated.
Signature Title Date
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/s/ Dorian Reed
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Dorian Reed Chairman of the Board
of Directors and Principal
Executive Officer October2, 2000
/s/ Robert Thompson
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Robert Thompson Principal Accounting Officer,
Director, Vice President and
Treasurer, Assistant Secretary October 2, 2000
/s/ Phillip Lloyd Kaich
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Phillip Lloyd Kaich Director October 2, 2000
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EXHIBIT INDEX
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Exhibit Description Page
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5.1 Opinion of Hamilton, Lehrer and Dargan P.A. 7
10.1 Hitsgalore.com Inc. - Year 2000 Stock Award Plan 8
23.1 Consent of Pender, Newkirk and Company, Certified
Public Accountants. 12
23.2 Consent of Hamilton, Lehrer and Dargan, P.A.
(contained in Exhibit 5.1)
99.1 September 11, 2000 Amendment to Articles of
Incorporation 13
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