-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RG7yfqYYwec4+AMVyygb4a1LtYxlhUHMKaM6iev1/ciI7sDcZqp+rm+mKoRYfiFQ 6+ykHR9yAERO2ojNRh8fhg== 0000948830-99-000337.txt : 19990720 0000948830-99-000337.hdr.sgml : 19990720 ACCESSION NUMBER: 0000948830-99-000337 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990719 EFFECTIVENESS DATE: 19990719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECOM ECOM COM INC CENTRAL INDEX KEY: 0001000459 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 650538051 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-80661 FILM NUMBER: 99666504 BUSINESS ADDRESS: STREET 1: 8125 MONETARY DRIVE SUITE H4 CITY: RIVIERA BEACH STATE: FL ZIP: 33404 BUSINESS PHONE: 4076224395 FORMER COMPANY: FORMER CONFORMED NAME: US AMATEUR SPORTS INC DATE OF NAME CHANGE: 19950912 S-8 POS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1999 REGISTRATION NO. 333-80661 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT POST EFFECTIVE AMENDMENT NO. 1 UNDER THE SECURITIES ACT OF 1933 ecom ecom.com, Inc. (Exact name of Registrant as specified in its charter) FLORIDA 65-0538051 (State or other jurisdiction of (I.R.S. Employer Identifi- incorporation or organization) cation Number) 8125 Monetary Drive, Suite H4 Riviera Beach, Florida 33404 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices and place of business) FIRST STOCK INCENTIVE PLAN (Full title of the plan) David J. Panaia, President ecom ecom.com, Inc. 8125 Monetary Drive, Suite H4 Riviera Beach, Florida 33404 (561) 622-4395 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Stanley F. Freedman, Esq. Krys Boyle Freedman & Sawyer, P.C. 600 Seventeenth Street, Suite 2700S Denver, Colorado 80202 (303) 893-2300 CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED PER SHARE PRICE FEE Common Stock, 1,000,000 $4.13 $4,130,000 $1,148.14 $.000l par value Shares
[FN] (1) Estimated solely for the purpose of calculating the amount of the registration fee. (2) Registration fee based upon shares to be issued in the future from time to time pursuant to the Registrant's First Stock Incentive Plan, calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended. Item 8. Exhibits. EXHIBIT NUMBER DESCRIPTION LOCATION 4.1 Articles of Incorporation Incorporated by reference to Exhibit 2.0 to the Registrant's Form SB-1 Registration Statement No. 33-96638-A 4.2 Bylaws Incorporated by reference to Exhibit 2.1 to the Registrant's Form SB-1 Registration Statement No. 33-96638-A 5.1 Amended Opinion of Krys Filed electronically herewith Boyle Freedman & Sawyer, P.C. 23.1 Consent of Krys Boyle Contained in Exhibit 5.1 Freedman & Sawyer, P.C. 23.2 Consent of Hafer & Gilmer, Previously filed as Exhibit 23.2 Certified Public Accountants to Form S-8, File No. 333-80661, filed June 15, 1999 2 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 Post Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riviera Beach, State of Florida on July 16, 1999. ecom ecom.com, inc. By: /s/ David J. Panaia David J. Panaia, President Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURES TITLE DATE /s/ David J. Panaia President and July 16,1999 - --------------------------- and Director David J. Panaia /s/ William M. Hartman Chief Financial Officer July 16, 1999 - --------------------------- /s/ Guy T. Lindley Treasurer and Director July 16, 1999 - --------------------------- Guy T. Lindley /s/ Thomas Derita, Jr. Director July 16, 1999 - --------------------------- Director July __, 1999 - --------------------------- Gerald V. Bergman 3 EX-5.1 2 LEGAL OPINION KRYS BOYLE FREEDMAN & SAWYER, P.C. Attorneys at Law TELEPHONE Suite 2700 South Tower FACSIMILE (303) 893-2300 600 Seventeenth Street (303) 893-2882 Denver, Colorado 80202-5427 July 16, 1999 ecom ecom.com, inc. 8125 Monetary Drive, Suite H4 Riviera Beach, Florida 33404 Re: SEC Registration Statement on Form S-8 Gentlemen: We are counsel for ecom ecom.com, inc., a Florida corporation (the "Company") in connection with its registration under the Securities Act of 1933, as amended (the "Act"), of 1,000,000 shares of common stock which may be issued upon the exercise of options granted under the Company's First Stock Incentive Plan through a Registration Statement on Form S-8 to which this opinion is a part, to be filed with the Securities and Exchange Commission (the "Commission"). In connection with rendering our opinion as set forth below, we have reviewed and examined originals or copies identified to our satisfaction of the following: (1) Articles of Incorporation of the Company as filed with the Secretary of State of the State of Florida, as amended; (2) Minute book containing the written deliberations and resolutions of the Board of Directors and Shareholders of the Company; (3) The Registration Statement; and (4) The exhibits to the Registration Statement to be filed with the Commission. We have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as we have deemed necessary or appropriate under the circumstances. Based upon the foregoing and in reliance thereon, it is our opinion that the 1,000,000 shares of the Company's $.0001 par value common stock which may be issued upon the exercise of options under the First Stock Incentive Plan will, upon the purchase, receipt of full payment, issuance and delivery in accordance with the terms of such options, be duly and validly authorized, legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the referenced Registration Statement on Form S-8. Very truly yours, KRYS BOYLE FREEDMAN & SAWYER, P.C. By /s/ Stanley F. Freedman, P.C. Stanley F. Freedman, P.C. -----END PRIVACY-ENHANCED MESSAGE-----