-----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, Q8CK7/QhEm/bjRroy42F3jxBCWIEUy8l0YBHiXKL3do/PLonzn1R2xqhPw2m3Gr7 7PeFUs8aIcOglqVJBcQ4PA== 0001177651-02-000212.txt : 20021001 0001177651-02-000212.hdr.sgml : 20021001 20021001160243 ACCESSION NUMBER: 0001177651-02-000212 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021001 EFFECTIVENESS DATE: 20021001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APO HEALTH INC /NV/ CENTRAL INDEX KEY: 0001076607 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 860871787 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-100226 FILM NUMBER: 02778548 BUSINESS ADDRESS: STREET 1: 3590 OCEANSIDE ROAD STREET 2: - CITY: OCEANSIDE STATE: NY ZIP: 11572 BUSINESS PHONE: 8003652839 MAIL ADDRESS: STREET 1: 2080 E. FLAMINGO RD STREET 2: SUITE 112 CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: CARIBBEAN VENTURES INC /NV/ DATE OF NAME CHANGE: 19990112 FORMER COMPANY: FORMER CONFORMED NAME: INTERNETFINANCIALCORP COM INC DATE OF NAME CHANGE: 20000229 S-8 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 APO Health, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation or Organization) 86-0871787 (I.R.S. Employer Identification No.) 3950 Oceanside Road, Oceanside, New York, 11572 (Address of Principal Executive Offices) (Zip Code) PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN (1,000,000 shares) (Full Title of the Plan) Dr. Jan Stahl President and Chief Executive Officer 3950 Oceanside Road, Oceanside, New York, 11572 (Name and Address of Agent for Service) (516-594-0005) (Telephone Number, Including Area Code, of Agent For Service)
============================================================================================= Calculation of Registration Fee ============================================================================================= Proposed Maximum amount of Securities to be registered: 1,000,000 Amount of Title of Securities Amount To Be Offering Fee Aggregate To Be Registered Registered(1) Price Per Share(2) Registration Common $60,000 Par Value, $.0002 1,000,000 $.06 $5.52 =============================================================================================
1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee and benefit plans described herein. 2 Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based on the average of the high and low prices reported on the OTC-BB on September 24, 2002, which was $.06. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. The information required for this Item is included in documents distributed to the Participant. APO Health, Inc. (The Company, we, us or the Registrant) is offering a total of 1,000,000 shares of its Common Stock to professionals and consultants for services including legal consulting, and other consulting services, including administrative, computer software, and marketing consulting services. The issuance of shares is being made pursuant to the Professional/Consultant Stock Compensation Plan (the Plan) adopted by the Board of Directors on September 17, 2002. The 1,000,000 shares will cover the costs of previously rendered services as well as ongoing services to the Company. A copy of the Plan has been distributed to three such consultants. Each consultant has agreed to accept shares under the Plan in lieu of a cash payment for its services. The shares issued hereunder will not be subject to any resale restrictions. The Plan is not qualified under ERISA, nor is this Plan qualified under Section 401(a) of the Internal Revenue Code. There are no ongoing reporting obligations of Consultants, nor are there any ongoing contributions from the Registrant. The purpose of this Registration of securities on Form S-8 is to compensate individuals and/or entities that have performed and continue to perform services to the Registrant. The Board has authorized this registration statement and has written the Plan to satisfy present and future compensation obligations to professionals and consultants. This registration is limited to 1,000,000 shares. The Consultants that are eligible for shares under the Plan have performed, or will perform in the future, services or activities for which shares may be issued under a Form S-8. Consultants may contact Dr. Jan Stahl, the Plan Administrator and President of the Registrant, with any questions at (516) 594-0005. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The information required for this Item is included in documents distributed to the Participant. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents previously filed with the Securities and Exchange Commission (the Commission) by APO Health, Inc. (the Company) pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act) are, as of their respective dates, hereby incorporated by reference in this Registration Statement: (i) The Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2001 filed pursuant to Section 13(a) or 15(d) of the Exchange Act on January 15, 2002, and recent Quarterly Reports filed on May 16, 2002 and August 14, 2002 respectively; (ii) All other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's documents referred to in Paragraph (i) above; and All other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Company's shares of Common Stock, par value $.0002 per share (the Shares), offered hereby have been sold or that all Shares then remaining unsold have been deregistered shall be deemed to be incorporated by reference in and made a part of this Registration Statement 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 a document subsequently filed modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not required. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not required. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Nevada corporations are authorized to indemnify against liability any person who is a party to any legal proceeding because such person is a director or officer of the corporation. The officer or director must act in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, have no reasonable cause to believe the conduct was unlawful. Nevada law does not allow indemnification for an act or omission that involves intentional misconduct or a knowing violation of a law. In the case of an action by or on behalf of a corporation, indemnification may not be made if the person seeking indemnification is found liable, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification. Indemnification is required if a director or officer has been successful on the merits. The indemnification authorized under Nevada law is not exclusive and is in addition to any other rights granted to officers and directors. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director. Our articles of incorporation provide for the indemnification of directors and executive officers to the maximum extent permitted by Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons 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. There is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding that would result in a claim for such indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibits. Copies of the following documents are included as exhibits to this registration statement pursuant to Item 601 of regulation S-B. SEC
Exhibit No. Description ---------------------------------------------------------------------------------------- 3.01 Articles of Incorporation.* 3.02 Bylaws.* 4.01 APO Health, Inc. Consultants' Compensation Plan, dated September 13, 2002 5.01 Letter opinion, including consent of Law Office of Andrea Cataneo Ltd. regarding legality of Common Stock to be issued pursuant Professional/Consultant Stock Compensation Plan. 23.01 Consent of Law Office of Andrea Cataneo Ltd. (included in Opinion in Exhibit 5.1). 23.02 Consent of Tom Linder of Linder & Linder, Certified Public Accountants. ----------------------------------------------------------------------------------------
* Previously Filed. 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 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. (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) 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 foregoing provisions, or otherwise, 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all 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 Oceanside, State of New York, on this 17th day of September 2002. APO HEALTH, INC. By: /S/ DR. JAN STAHL -------------------------------- Dr. Jan Stahl, Chief Executive Officer, Chairman POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Jan Stahl , his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons as of the date indicated below. SIGNATURE DATE /s/ Jan Stahl September 16, 2002 ------------------------ Dr. Jan Stahl, President, Chief Executive Officer, Chairman /s/ Peter Steil September 16, 2002 ------------------------ Peter Steil, Member of the Board /s/ Ken Leventhal September 16, 2002 ------------------------ Ken Leventhal, Member of the Board EX-4.01 3 doc3.txt EXHIBIT 4.01 APO HEALTH, INC. PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN 1. Purpose The purpose of this Plan is to provide compensation in the form of Common Stock of the Company to eligible consultants that have previously rendered services or that will render services during the term of this Professional/Consultant Stock Compensation Plan (hereinafter referred to as the Plan.) 2. Administration (a) This Plan shall be administered by the Board of Directors who may from time to time issue orders or adopt resolutions, not inconstant with the provisions of this Plan, to interpret the provisions and supervise the administration of this Plan. The CEO shall make initial determinations as to which consultants, professionals or advisors will be considered to receive shares under this Plan, and will provide a list to the Board of Directors. All final determinations shall be by the affirmative vote of a majority of the members of the Board of Directors at a meeting called for such purpose, or reduced to writing and signed by a majority of the members of the Board. Subject to the Corporation's Bylaws, all decisions made by the Directors in selecting eligible consultants (hereinafter referred to as Consultants), establishing the number of shares, and construing the provisions of this Plan shall be final, conclusive and binding on all persons including the Corporation, shareholders, employees and Consultants. (b) The Board of Directors may from time to time appoint a Consultants Plan Committee, consisting of at least one Director and one officer, none of whom shall be eligible to participate in the Plan while members of the Committee. The Board of Directors may delegate to such Committee power to select the particular Consultants that are to 1 receive shares, and to determine the number of shares to be allocated to each such Consultant. (c) If the SEC Rules and or regulations relating to the issuance of Common Stock under a Form S-8 should change during the terms of this Plan, the Board of Directors shall have the power to alter this Plan to conform to such changes. 3. Eligibility (a) Shares shall be granted only to Professionals and Consultants that are within that class for which Form S-8 is applicable. (b) No individual or entity shall be granted more than 250,000 shares of unrestricted Common Stock under this Plan. 4. Shares Subject to the Plan The total number of shares of Common Stock to be subject to this Plan is 1,000,000. The shares subject to the Plan will be registered with the SEC on or about September 17, 2002 in a Form S-8 Registration. 5. Death of Consultant If a Consultant dies while he is a Consultant of the Corporation or of any subsidiary, or within 90 days after such termination, the shares, to the extent that the Consultant was to be issued shares under the plan, may be issued to his personal representative or the person or persons to whom his rights under the plan shall pass by his will or by the applicable laws of descent and distribution. 6. Termination of Consultant, retirement or disability If a Consultant shall cease to be retained by the Corporation for any reason (including retirement and disability) other than death after he shall have continuously been so retained for his specified term, he may, but only within the three-month period immediately following such termination, request his pro-rata number of shares for his services already rendered. 2 7. Termination of the Plan This Plan shall terminate one year after its adoption by the Board of Directors. At such time, any shares which remain unsold shall be removed from registration by means of a post-effective amendment to the Form S-8. 8. Effective Date of the Plan This Plan shall become effective upon its adoption by the Board of Directors. CERTIFICATION OF ADOPTION (By the Board of Directors) The undersigned, being the CEO and Chairman of the Board of Directors of APO Health, Inc. hereby certify that the foregoing Plan was adopted by a unanimous vote of the Board of Directors on September 17, 2002 /s/ Jan Stahl ____________________________ Dr. Jan Stahl, CEO 3 EX-5.01 4 doc4.txt EXHIBIT 5.01 (and Exhibit 23.01) Law Office of Andrea Cataneo, Ltd. 81 Meadowbrook Road Randolph, NJ 07860 (973) 442-9944 (973) 442-9933 Board of Directors APO Health Inc. Gentlemen: We have represented APO Health, Inc., a Nevada corporation (the Company), in connection with preparation of the Company's Registration Statement on Form S-8 (the Registration Statement) under the Securities Act of 1933, as amended, concerning registration of the proposed issuance of up to 1,000,000 (Shares) of the Company's Common Stock, (par value of $.0002 per share) pursuant to the terms of a Professional/Consultant Stock Compensation Plan dated September 13, 2002. We have examined the Articles of Incorporation and Bylaws of the Company, the record of the Company's corporate proceedings concerning the registration described above, and the Plan. In addition, we have examined such other certificates, agreements, documents and papers, and we have made such other inquiries and investigations of law as we have deemed appropriate and necessary in order to express the opinion set forth in this letter. In our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, photostatic, or conformed copies and the authenticity of the originals of all such latter documents. In addition, as to certain matters we have relied upon certificates and advice from various state authorities and public officials, and we have assumed the accuracy of the material and the factual matters contained therein. Subject to the foregoing and on the basis of the aforementioned examinations and investigations, it is our opinion that the Shares, if and when issued as contemplated by the Plan, and as described in the Registration Statement, will have been duly authorized and legally issued, and will upon payment of legal consideration constitute fully paid and non-assessable shares of the Company's Common Stock. We hereby consent (a) to all references to this firm in the Registration Statement; and (b) to the filing of this opinion as an exhibit to the Registration Statement. This opinion is to be used solely for the purpose of the registration of the Common Stock and may not be used for any other purpose. Very truly yours, LAW OFFICE OF ANDREA CATANEO LTD. /s/ Andrea Cataneo By: Andrea Cataneo, Esq. EX-23.02 5 doc2.txt Exhibit 23.02 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders APO Health, Inc. Oceanside, New York We hereby consent to the incorporation by reference in the Form S-8 Registration Statement or our report dated December 3, 2001 relating to the consolidated financial statements of APO Health, Inc. as of September 30, 2001 and for the years ended September 30, 2001 and 1999. Linder & Linder Certified Public Accountants Dix Hills, New York September 30, 2002 -----END PRIVACY-ENHANCED MESSAGE-----