-----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, Ty7exJCc8yGewo5z8U/o4J6n2AnbcGDJG2a/Op/0U6/xxpA3luWBWJawc6Ta45q2 58FO9CV6TwYdr5pbyQr3Ug== /in/edgar/work/0000950170-00-001690/0000950170-00-001690.txt : 20001102 0000950170-00-001690.hdr.sgml : 20001102 ACCESSION NUMBER: 0000950170-00-001690 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001031 EFFECTIVENESS DATE: 20001031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDIETS COM INC CENTRAL INDEX KEY: 0001094058 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 650687110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48996 FILM NUMBER: 750026 BUSINESS ADDRESS: STREET 1: 3467 W HILLSBORO BLVD. CITY: DEERFIELD BEACH STATE: FL ZIP: 33442 BUSINESS PHONE: 9543609022 MAIL ADDRESS: STREET 1: 3467 W. HILLSBORO BLVD. CITY: DEERFIELD BEACH STATE: FL ZIP: 33642 S-8 1 0001.txt Registration No. 333-_______________ As filed with the Securities and Exchange Commission on October 31, 2000 ------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------------- eDiets.com, Inc. (Exact name of registrant as specified in its charter) Delaware 56-0952883 (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification Number) 3467 W. Hillsboro Boulevard (954) 360-9022 Deerfield Beach, Florida 33442 (Telephone number, including (Address, including zip code, of area code, of registrant's registrant's principal executive offices) principal executive offices) eDiets.com, Inc. STOCK OPTION PLAN (Full title of the plan) David J. Schofield, Chief Executive Officer eDiets.com, Inc. 3467 W. Hillsboro Boulevard Deerfield Beach, Florida 33442 (954) 360-9022 (Name, address, including zip code and telephone number, including area code, of agent for service) Copy to: Mark A. Pachman Nason, Yeager, Gerson, White & Lioce, P.A. 1645 Palm Beach Lakes Boulevard, Suite 1200 West Palm Beach, Florida 33401 (561) 686-3307
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of each class of securities to be Amount to be maximum maximum Amount of registered registered (1) offering price aggregate registration per share (2) offering price (2) fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.001 per share 900,000 $1.50 $1,350,000 $356.40 - -------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement includes any additional shares of the registrant's common stock that may be issued pursuant to antidilution provisions contained in the plan. (2) Pursuant to Rule 457(h), the registration fee was computed on the basis of the average of the bid and asked price for registrant's common stock as reported on the OTC Bulletin Board on October 27, 2000. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Form S-8 Registration Statement under the Securities Act of 1933, File No. 333-40024, which was filed with the Commission on June 23, 2000 is incorporated by reference in this S-8 Registration Statement. 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 Deerfield Beach, State of Florida, on the 31st day of October, 2000. eDiets.com, Inc. By: /s/ David J. Schofield ----------------------- David J. Schofield Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints David J. Schofield, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including this capacity as a director and/or officer of eDiets.com, Inc.) to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned have executed this power of attorney on the 31st day of October, 2000.
SIGNATURE TITLE DATE /s/ David J. Schofield - ---------------------------- President and Chief Executive Officer (Principal David J. Schofield Executive Officer) October 31, 2000 /s/ David R. Humble - ---------------------------- David R. Humble Chairman of the Board October 31, 2000 /s/ Robert T. Hamilton - ---------------------------- Chief Financial Officer (Principal Financial Robert T. Hamilton Accounting Officer) October 31, 2000 /s/ Isaac Kier - ---------------------------- Isaac Kier Director October 31, 2000 - ---------------------------- Matthew Gohd Director October __, 2000 /s/ James M. Meyer - ---------------------------- James M. Meyer Director October 31, 2000 - ---------------------------- Lee S. Isgur Director October __, 2000
EXHIBIT INDEX Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Restated Certificate of Incorporation of eDiets.com, Inc. (1) 4.2 By-Laws of eDiets.com, Inc. (1) 4.3 Stock Option Plan (1) 4.4 First Amendment to the Stock Option Plan (2) 4.5 Second Amendment to the Stock Option Plan (2) 5 Opinion of Nason, Yeager, Gerson, White & Lioce, P.A. 23.1 Consent of Ernst & Young LLP - eDiets.com, Inc. 23.2 Consent of Ernst & Young LLP - Olas, Inc. 23.3 Consent of Nason, Yeager, Gerson, White & Lioce, P.A. (contained in Exhibit 5 hereto) 24 Powers of Attorney (contained on the signature page hereto) - ------------------------------ (1) Incorporated by reference from the registrant's Registration Statement on Form SB-2 (No. 333-93971) originally filed with the Securities and Exchange Commission on December 30, 1999. (2) Incorporated by reference from the registrants Form 10 QSB for the quarter ended September 30, 2000 as filed with the Securities and Exchange Commission on October 30, 2000. EX-5 2 0002.txt Exhibit 5 October 31, 2000 eDiets.com, Inc. 3467 W. Hillsboro Boulevard Deerfield Beach, Florida 33442 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for eDiets.com, Inc. (the "Company") in connection with the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission to effect the registration, pursuant to the Securities Act of 1933, of 900,000 shares of common stock, $0.001 par value (the "Common Stock"), which may be offered by the Company under the Stock Option Plan (the "Plan"). In connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and others and upon affidavits, certificates and statements of directors, officers and employees of, and the accountants for, the Company. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporation and other instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including the Plan. In addition, we have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. We have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such letter documents. Based upon and subject to the foregoing, we advise you that, in our opinion, the shares of Common Stock proposed to be offered by the Company as set forth in the Registration Statement have been duly authorized and, when issued and sold in accordance with the Plan referred to in the Registration Statement, such shares will be validly issued, fully paid and nonassessable. October 31, 2000 eDiets.com, Inc. Page 2 We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulation of the Securities and Exchange Commission. We express no opinions as to matters under or involving any laws other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware. Sincerely, NASON, YEAGER, GERSON, WHITE & LIOCE, P.A. /s/ NASON, YEAGER, GERSON, WHITE & LIOCE, P.A. ---------------------------------------------- EX-23.1 3 0003.txt Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333- ) pertaining to the Stock Option Plan of eDiets.com, Inc. of our report dated February 11, 2000 (except for the sixth paragraph of Note 7, as to which the date is February 22, 2000), with respect to the consolidated financial statements of eDiets.com, Inc. included in Amendment No. 3 to the Registration Statement (Form SB-2 No. 333-93971) and related Prospectus of eDiets.com, Inc. dated May 11, 2000. /s/ Ernst & Young LLP West Palm Beach, Florida October 25, 2000 EX-23.2 4 0004.txt Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333- ) pertaining to the Stock Option Plan of eDiets.com, Inc. of our report dated December 9, 1999, with respect to the financial statements of Olas, Inc. included in Amendment No. 3 to the Registration Statement (Form SB-2 No. 333-93971) and related Prospectus of eDiets.com, Inc. dated May 11, 2000. /s/ Ernst & Young LLP West Palm Beach, Florida October 25, 2000 -----END PRIVACY-ENHANCED MESSAGE-----