-----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, QzujPp1qW0jxvpU6hyHaH2lYk8T/ZGlFvdWuTC2HgZoH6vPVoHOMXLFlOOHPw8sS Yw4B6phIdmgIXEelUQdSfg== 0001077357-00-000488.txt : 20010101 0001077357-00-000488.hdr.sgml : 20010101 ACCESSION NUMBER: 0001077357-00-000488 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001229 EFFECTIVENESS DATE: 20001229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUSSIAN IMPORTS COM CENTRAL INDEX KEY: 0001109662 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 912021602 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52986 FILM NUMBER: 799031 BUSINESS ADDRESS: STREET 1: 827 STATE ST SUITE 26 CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8058991299 S-8 1 0001.txt 1933 REGISTRATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RUSSIAN IMPORTS.COM ------------------------------------------------------------ (Name of Small Business Issuer in its Charter) California 91-2021602 - -------------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification no.) 827 State St. Suite 26 Santa Barbara, CA 93101 - --------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (805) 899-1299 RUSSIAN IMPORTS.COM YEAR 2000 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN ------------------------------------------------------ (Full title of the plan) ------------------------------------------------------ (Name, address and telephone number of agent for service) A. Rene Dervaes, Jr. Russian Imports.Com 827 State St. Suite 26 Santa Barbara, CA 93101 CALCULATION OF REGISTRATION FEE TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF SECURITIES AMOUNT MAXIMUM AGGREGATE REGISTRATION TO BE TO BE OFFERING OFFERING FEE (1) REGISTERED REGISTERED PRICE PRICE PER SHARE - ------------------ ------------- ------------ ----------- --------------- Common Stock 6,000,000 (2) $0.01 $60,000 $15.00 $.001 par value (1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of calculating the Registration Fee, which is based on the book value per share of the Company's Common Stock as of 9/30/00 since there is no current market in their stock. (2) Represents the maximum number of shares which may be issued under the Russian Imports.Com 2000 Employee/Consultant Stock Compensation Plan (the "Plan"). PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents which have been heretofore filed with the Securities and Exchange Commission (the "Commission") by the Registrant pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by reference in this Registration Statement: (1) The Registrant's Initial Report on Form l0SB filed on April 3, 2000 and on Form SB-2 filed April 4, 2000 as amended on June 26, 2000; (2) All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of the period covered by the Form 10SB and the Form SB-2 and SB-2A referred to above and includes Form 10QSB filed on August 9, 2000 for the quarter ended March 31, 2000, on August 10, 2000 for the quarter ended June 30, 2000, and on November 14, 2000 for the quarter ended September 30, 2000 as amended on November 17, 2000; and (3) The description of the Common Stock of the Registrant contained in the Form 10SB referred to above. All documents filed by the Registrant with the Commission pursuant to Section 13(a), 3(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 317 of the California Corporations Code, as amended, provides for the indemnification of Russian Imports.Com's officers, directors, employees and agents under certain circumstances, for any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. Russian Imports.Com's Certificate of Incorporation provides that the directors of the Company shall be protected from personal liability to the fullest extent permitted by law. Russian Imports.Com's By-laws also contain a provision for the indemnification of Russian Imports.Com's directors. The Company's By-Laws provide that: "Each person who was or is made a party or is threatened to be made a party or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation of is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee or agent or in any other capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonable incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expense incurred in defending any such proceeding in advance of its final disposition: provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employee and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers." Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 5.1 * Opinion of Mintmire & Associates 10.35 *Russian Imports.Com Year 2000 Employee/Consultant Stock Compensation Plan 23.1 * Consent of Roger G. Castro, C.P.A. 23.2 * Consent of Mintmire & Associates (contained in the opinion filed as Exhibit 5.1 hereof) (* filed herewith) Item 9. Undertakings. The Registrant hereby undertakes: (a) (1) to file, during any period in which it offers or sells securities, a post effective amendment to this registration statement to include any prospectus required by Section10(a) (3) of the Securities Act; (2) that, for the purpose of determining any liability under the Securities Act of 1933, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering; (3) to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the end of the offering. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers, and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer 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 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 this counsel that 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 jurisdiction of such issue. 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, on December 28, 2000. RUSSIAN IMPORTS.COM By: /s/ A. Rene Dervaes, Jr. ----------------------------------- A. Rene Dervaes, Jr., President 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 dates indicated. Signature Title Date - ------------------ --------------------- ------------------- /s/ A. Rene Dervaes, Jr. President, Secretary, December 29, 2000 Treasurer & Sole Director - ------------------------- A. Rene Dervaes, Jr. EX-5.1 2 0002.txt LEGAL CONSENT AND OPINION EXHIBIT 5.1 and 23.2 Mintmire & Associates 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33410 (561) 832-5696 facsimile (561) 659-5371 December 28, 2000 Board of Directors Russian Imports.Com 827 State St. Suite 26 Santa Barbara, CA 93101 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about December 28, 2000, in connection with the registration under the Securities Act of 1933, as amended, of 6,000,000 shares of the Company's Common Stock, par value .001 (exclusive of any securities associated therewith, the "Stock") to be sold by you pursuant to the Company's Year 2000 Employee/Consultant Stock Compensation Plan. (the "Plan"). As your counsel, we have examined the proceedings relating to and action taken by you in connection with the adoption of the Plan. It is our opinion that the 6,000,000 shares of the Stock that may be issued and sold by the Company pursuant to the Plan, when issued and sold in the manner provide in the Plan, will be validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In providing this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Mintmire & Associates - ---------------------------------- Mintmire & Associates EX-10.1 3 0003.txt EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN EXHIBIT 10.1 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN I. PURPOSE OF THE PLAN. The purpose of this Plan is to further the growth of Russian Imports.Com, by allowing the Company to compensate employees and certain other consultants who have provided bona fide services to the Company, through the award of Common Stock of the Company. 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 (i) Common Stock or (ii) options or warrants to purchase Common Stock made under this Plan. 2. "Board of Directors" means the Board of Directors of the Company. 3. "Code" means the Internal Revenue Code of 1986, as amended. 4. "Common Stock" means the Common Stock of the Company. 5. "Date of Grant" means the day the Board of Directors authorized 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. "Consultant" means any person or entity (i) who has rendered or will render bona fide services to the Company, and (ii) who, in the opinion of the Board of Directors, are in a position to make, or who have previously made, a significant contribution to the success of the Company. 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 November 1, 2000. 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 and applicable law, 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 6,000,000 shares which number represents 6,000,000 shares not yet issued under the Plan. 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. II PERSONS ELIGIBLE TO RECEIVE AWARDS. Awards may be granted only to Employees and Consultants. II GRANTS OF AWARDS. Except as otherwise provided herein, the Board of Directors shall have complete discretion to determine when and to which Employees and Consultants Awards are to be granted, and the number of shares of Common Stock as to which Awards granted to each Employee and Consultant will relate, and the terms and conditions upon which an Award may be issued (including, without limitation, the date of exercisability, exercise price and term of any Award which constitutes an option or warrant to purchase Common Stock). 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. II DELIVERY OF STOCK CERTIFICATES. As promptly as practicable after authorizing the grant of an Award, the Company 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. RIGHT TO CONTINUED ENGAGEMENT. Nothing in this Plan or in the grant of an Award shall confer upon any Consultant the right to continued engagement by the Company nor shall it interfere with or restrict in any way the rights of the Company to discharge any Consultant or to terminate any consulting relationship at any time. X. LAWS AND REGULATIONS. 1. The obligation of the Company 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 the Company be satisfied that the sale and delivery thereof will not violate the Act or any other applicable laws, rules or regulations. 2. This Plan is intended to meet the requirements of Rule 16b-3 in order to provide officers and directors with certain exemptions from Section 16(b) of the Securities Exchange Act of 1934, as amended. XI. 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. XII. 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-23.1 4 0004.txt INDEPENDENT AUDITORS CONSENT EXHIBIT 23.1 Roger G. Castro Roger G. Castro Certified Public Accountant Oxnard, California INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in the Registration Statement of Russian Imports.Com, on Form S-8 to be filed on or about December 27, 2000, with the Securities and Exchange Commission our report dated February 29, 2000 on the financial statements of Russian Imports.Com, which expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern uncertainty appearing in the Form 10SB for the period since inception, (February 1, 2000), ended February 29, 2000 and in the Form SB-2A ended February 29, 2000. /s/ Roger G. Castro - ------------------------------------------------- Roger G. Castro Certified Public Accountant Oxnard, California December 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----