-----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, H1/fdXgO+gw+vNA+VtZxNgPi6HsWCrarmzzau7E58xivPhashRBVKsQoSQZhbNU0 troiUAgpfXnhJmtLRcueUA== 0000890163-99-000086.txt : 19990310 0000890163-99-000086.hdr.sgml : 19990310 ACCESSION NUMBER: 0000890163-99-000086 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990309 EFFECTIVENESS DATE: 19990309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPLETE WELLNESS CENTERS INC CENTRAL INDEX KEY: 0001022828 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 521910135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-74137 FILM NUMBER: 99561071 BUSINESS ADDRESS: STREET 1: 666 11TH ST N W SUITE 200 CITY: WASHINGTON STATE: DC ZIP: 20001 BUSINESS PHONE: 2026399700 MAIL ADDRESS: STREET 1: 666 11TH STREET N W STREET 2: SUITE 200 CITY: WASHINGTON STATE: DC ZIP: 20001 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 8, 1999 Registration Statement No. 333-__________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMPLETE WELLNESS CENTERS, INC. (Exact name of registrant as specified in its charter) Delaware 52-1910135 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 666 11TH STREET, N.W., SUITE 200, WASHINGTON, D.C. 20001 D.C. 20001 (Address of Principal Executive Offices) (Zip Code) 1999 CONSULTANT STOCK PLAN (Full title of the Plans) Joseph Raymond, Jr., Chairman and Chief Executive Officer 666 11TH STREET, N.W. SUITE 200, WASHINGTON, D.C. 20001 (Name and address, including zip code of agent for services) (202) 639-9700 (Telephone number, including area code, of agent for service) Copies to: Hank Gracin, Esq. Lehman & Eilen LLP 50 Charles Lindbergh Blvd., Suite 505 Uniondale, NY 11553 Ifany of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, check the following box. [X] - -------------------------------------------------------------------------------- Page 1 of 9 pages Exhibit Index at page 4 CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of Maximum Maximum Title of Securities Amount Offering Aggregate Registration to be Price Per Offering to be Registered Registered Share* Price* Fee - -------------------------------------------------------------------------------- Common Stock, $.0001665 par value, under the 1999 Consultant Stock Plan 475,000 $2.00 $950,000 TOTALS 475,000 $950,000 ======= ========== *Estimated solely for the purpose of computing the registration fee pursuant to Rule 457, on the basis of the closing sales price of the Registrant's Common Stock as reported on NASDAQ on March 4, 1999.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated by reference in this registration statement. (a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, as amended, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended. (b) Registrant's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, as amended. (c) Registrant's Current Reports on Form 8-K dated March 9, 1999, December 30, 1998, December 3, 1998, September 21, 1998, August 21, 1998, July 10, 1998, June 3, 1998, March 12, 1998, February 9, 1998 and January 16, 1998. (d) The description of Registrant's Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on February 7, 1997 under Section 12 of the Securities Exchange Act of 1934. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereunder have been sold, or which deregisters all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. DESCRIPTION OF SECURITIES Not applicable; the class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934. Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL None. 3 Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Act"). Article VII of the Registrant's Bylaws provides for mandatory indemnification of its directors and permissible indemnification of its officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. The Registrant has entered into Indemnification agreements with its officers and directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law. Reference is also made to Section XII B of the Investor Rights agreement, which contains provisions indemnifying officers and directors of the Registrant against certain liabilities. Reference is also made to the Underwriting Agreements entered into in connection with the Company's initial public offering indemnifying officers and directors of the Company and other persons against certain liabilities, including those arising under the Act. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS Exhibit Number Description of Document ------- -------------------------------------------------- 4.1 Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form SB-2 (File No. 333-18291), as amended.) 4.2 1999 Consultant Stock Plan 5.1 Opinion of counsel re: legality of securities being registered 23.1 Consent of Ernst & Young LLP 23.2 Consent of Counsel (included in Exhibit 5.1). 4 Item 9. UNDERTAKINGS (a) The undersigned 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; (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; (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) do not 5 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 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. (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 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 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 of 1933 may be permitted to directors, officers and controlling persons of the Registrant, 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. 6 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 Washington, D.C., on the 8th day of March, 1999. COMPLETE WELLNESS CENTERS, INC. By /s/ Joseph Raymond, Jr. ------------------------------------------- Joseph Raymond, Jr., Chairman of the Board and Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. 7 Signature Date /s/ Joseph Raymond, Jr. March 8, 1999 - ------------------------- Name: Joseph Raymond, Jr. Title: Chairman and Chief Executive Officer and Director (Principal Executive Officer) /s/ Sergio Vallejo March 8, 1999 - ------------------------- Name: Sergio Vallejo Title: Chief Operating Officer and Director /s/ Eric Kaplan March 8, 1999 - ------------------------- Name: Eric Kaplan Title: President and Director /s/ Michael Brigante March 8, 1999 - ------------------------- Name: Michael Brigante Title: Chief Financial Officer (Principal Accounting and Financial Officer /s/ Scott Conover March 8, 1999 - ------------------------- Name: Scott Conover Title: General Counsel and Treasurer /s/ E. Eugene Sharer March 8, 1999 - ------------------------- Name: E. Eugene Sharer Title: Director /s/ Robert Mrazek March 8, 1999 - ------------------------- Name: Robert Mrazek Title: Director /s/ Kenneth A. Rubin March 8, 1999 - ------------------------- Name: Kenneth A. Rubin Title: Director /s/ Frank Goveia March 8, 1999 - ------------------------- Name: Frank Goveia Title: Director /s/ Joseph M. Jacobs March 8, 1999 - ------------------------- Name: Joseph M. Jacobs Title: Director 8 /s/ Jay L. Maymudes March 8, 1999 - ------------------------- Name: Jay L. Maymudes Title: Director /s/ Arthur H. Amron March 8, 1999 - ------------------------- Name: Arthur H. Amron Title: Director /s/ Paul M. Jacob March 8, 1999 - ------------------------- Name: Paul M. Jacob Title: Director /s/ Douglas J. Lambert March 8, 1999 - ------------------------- Name: Douglas J. Lambert Title: Director /s/ Frederick B. Simon March 8, 1999 - ------------------------- Name: Frederick B. Simon Title: Director 9 INDEX TO EXHIBITS Exhibit Number Description of Document ------- ------------------------------------------------ 4.1 Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form SB-2 (File No. 333-18291), as amended.) 4.2 1999 Consultant Stock Plan 5.1 Opinion of counsel re: legality of securities being registered 23.1 Consent of Ernst & Young LLP 23.2 Consent of Counsel (included in Exhibit 5.1). EX-4 2 CONSULTANT STOCK PLAN EXHIBIT 4.2 CONSULTANT STOCK PLAN I. Purpose of the Plan. The purpose of this Plan is to further the growth of Complete Wellness Centers, Inc. and its subsidiaries (together being the "Company") by allowing the Company to compensate consultants and certain other persons providing bona fide services to the Company, through the award of Complete Wellness Centers, Inc. common stock, and/or options to purchase same. II. Definitions. Whenever used in this Plan, the following terms shall have the meanings set forth in this Section: 1. "Award" means any grant of Common Stock, or options to purchase Common Stock made under this Plan. 2. "Board of Directors" means the Board of Directors of Complete Wellness Centers, Inc. 3. "Code" means the Internal Revenue Code of 1986, as amended. 4. "Common Stock" means the common stock, $.0001665 par value per share, of Complete Wellness Centers, Inc. 5. "Date of Grant" means the day the Board of Directors authorizes the grant of an Award or such later date as may be specified by the Board of Directors as the date a particular Award will become effective. 6. "Participant" means any person or entity that renders bona fide services to the Company (including, without limitation, the following: a person employed by the Company in a key capacity (other than an officer or director of the Company); a person or company engaged by the Company as a consultant; or a lawyer, law firm, accountant or accounting firm; provided, however, that such services must not be in connection with the offer or sale of securities in a capital-raising transaction ). 7. "Subsidiary" means any corporation that is a subsidiary with regard to as that term is defined in Section 424(f) of the Code. III. Effective Date of the Plan. The effective date of this Plan is March 8, 1999. IV. Administration of the Plan. The Board of Directors will be responsible for the administration of this Plan, and will grant Awards under this Plan. Subject to the express provisions of this Plan, the Board of Directors shall have full authority and sole and absolute discretion to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations which it believes to be necessary or advisable in administering this Plan. The determinations of the Board of Directors on the matters referred to in this Section shall be conclusive. The Board of Directors shall have sole and absolute discretion to amend this Plan. No member of the Board of Directors shall be liable for any act or omission in connection with the administration of this Plan unless it resulted from the member's willful misconduct. V. Stock Subject to the Plan. The maximum number of shares of Common Stock as to which Awards may be granted under this Plan is 475,000 shares. The Board of Directors may increase the maximum number of shares of Common Stock as to which Awards may be granted at such time as it deems advisable. VI. Persons Eligible to Receive Awards. Awards may be granted only to Participants. VII. Grants of Awards. Except as otherwise provided herein, the Board of Directors shall have complete discretion to determine when and to which Participant Awards are to be granted, and the number of shares of Common Stock as to which Awards granted to each Participant will relate. No grant will be made if, in the judgment of the Board of Directors, such a grant would constitute a public distribution within the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and regulations promulgated thereunder. VIII. Delivery of Stock Certificates. As promptly as practicable after authorizing the grant of an Award, Complete Wellness Centers, Inc. shall deliver to the person who is the recipient of the Award, a certificate or certificates registered in that person's name, representing the number of shares of Common Stock that were granted. If applicable, each certificate shall bear a legend to indicate that the Common Stock represented by the certificate was issued in a transaction which was not registered under the Act, and may only be sold or transferred in a transaction that is registered under the Act or is exempt from the registration requirements of the Act. IX. Employment. Nothing in this Plan or in the grant of an Award shall confer upon any Participant the right to continue in the employ of the Company nor shall it interfere with or restrict in any way the rights of the Company to discharge any Participant at any time for any reason whatsoever, with or without cause. X. Laws and Regulations. The obligation of Complete Wellness Centers, Inc. to sell and deliver shares of Common Stock on the grant of an Award under this Plan shall be subject to the condition that counsel for Complete Wellness Centers, Inc. be satisfied that the sale and delivery thereof will not violate the Act or any other applicable laws, rules or regulations. XI. Withholding of Taxes. If subject to withholding tax, the Company shall be authorized to withhold from an Participant's salary or other cash compensation such sums of money as are necessary to pay the Participant's withholding tax. The Company may elect to withhold from the shares to be issued hereunder a sufficient number of shares to satisfy the Company's withholding obligations. If the Company becomes required to pay withholding taxes to any federal, state or other taxing authority as a result of the granting of an Award and the Participant fails to provide the Company with the funds with which to pay that withholding tax, the Company may withhold up to 50% of each payment of salary or bonus to the Participant (which will be in addition to any other required or permitted withholding), until the Company has been reimbursed for the entire withholding tax it was required to pay. XII. Termination of the Plan. The Board of Directors may suspend or terminate this Plan at any time or from time to time, but no such action shall adversely affect the rights of a person granted an Award under this Plan prior to that date. XIII. Delivery of Plan. A copy of this Plan shall be delivered to all participants, together with a copy of the resolution or resolutions of the Board of Directors authorizing the granting of the Award and establishing the terms, if any, of participation. EX-5 3 OPINION OF COUNSEL EXHIBIT 5.1 March 8, 1999 Board of Directors Complete Wellness Centers, Inc. 666 11th St., N.W., Suite 200 Washington, D.C. 20001 Re: Registration Statement on Form S-8 Ladies and Gentlemen: At your request, this letter relates to the Registration Statement on Form S-8 filed by Complete Wellness Centers, Inc. (the "Company) with the Securities and Exchange Commission on March 8, 1999 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 475,000 shares of common stock issuable under the 1999 Consultant Stock Plan (herein, the "Shares"). In so acting, I have examined originals or copies, certified or otherwise identified to our satisfaction, of the proceedings taken by the Company in connection with the issuance of the Shares, the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as I have deemed relevant or necessary as a basis for the opinions hereinafter set forth. In such examination, I have assumed without independent verification, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, I have relied upon representations of the Company in the Registration Statement, certificates or comparable documents of officers of the Company and of public officials. My examination of matters of law has been limited to the Delaware General Corporation Law. Based on the foregoing, and subject to the qualifications stated herein, as of the date hereof, it is my opinion that upon issuance and sale in the manner described in the Registration Statement, such Shares will be validly issued, fully paid and non-assessable. I consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, Scott Conover, Esq. General Counsel EX-23 4 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 Ernst & Young LLP Certified Public Accountants & Management Consultants Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1999 Consultant Stock Plan of our report dated March 30, 1998, with respect to the consolidated financial statements of Complete Wellness Centers, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission /s/ Ernst & Young, LLP Washington, D.C. March 9, 1999 -----END PRIVACY-ENHANCED MESSAGE-----