S-8 1 0001.txt REGISTRATION OF FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WATCHOUT! INC. (Exact name of registrant as specified in its charter) WHITE CLOUD EXPLORATION, INC. (Former Name of Registrant) Utah 84-0959153 State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20283 State Road 7, Suite 400 E Boca Raton, Florida 33498 (Address of Principal Executive Offices including zip code) Consulting Services Plans (Full title of the plan) Farber and Klein 23123 State Road 7, Suite 350B Boca Raton, Florida 33428 (Name and address of agent for service) (561) 470-9010 (Telephone number, including area code, of agent for service)
Proposed Maximum Title of Class of Securities Amount to be Offering Price Aggregate Offering Amount of to be Registered Registered Per Share (1) Price Fee ---------------- ---------- ------------- ----- --- Common Stock, $.001 1,165,000 $.25 $291,250 $76.89 value
1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per unit, maximum aggregate offering price and registration fee is based upon the average of the high and the low price in the market for the common stock on July 6, 2000. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to Rule 428(b)(1), the information required by Part 1 is included in documents sent or given to each employee of Watchout! Inc., a Utah corporation ("Company"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference into this Registration Statement and made a part hereof: (a) The registrant's Form 10-K for the year ended December 31, 1999 filed under Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as the registrant's latest quarterly reports of Form 10-QSB for the quarter ended March 31, 2000. (b) All other reports which may be filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) immediately above. (c) Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposed of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein 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. 2 Item 4. Description of Securities. The class of securities to be offered hereby has been registered under Section 12 of the Exchange Act by the registrant, and incorporated by reference. Item 5. Interests of Named Experts and Counsel. The validity of the securities offered will be passed upon for the Company by the law firm of Farber and Klein of Boca Raton, Florida. . The Law Offices of Jeffrey Klein, P.A., and Andrew Farber P.A. have each rendered legal services for and on behalf of the Registrant. Both firms are located at 23123 State Road 7, Suite 350B, Boca Raton, Florida 33428 Michael Johnson & Company consent to the incorporation by reference of their report on the audited financial statements contained in the Form 10-KSB filed on March 30, 2000. Item 6. Indemnification of Directors and Officers. We shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Utah, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer, or served any other enterprise as director, officer or employee at our request. The Board of Directors, in its discretion, shall have the power on our behalf to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee. Utah Code Section 16-10a-902 provides that Utah corporations may indemnify an individual made a party to a proceeding because he is or was a director, against liability incurred in the proceeding if the person's conduct was in good faith, was not opposed to the best interests of the corporation and in the case of any criminal proceeding, the person had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or a plea of nolo contenere or its equivalent is not, of itself, determinative that the director did not meet the required standard of conduct. Indemnification is not available in a proceeding by the corporation in which the director is adjudged liable or, in connection with any other proceeding where the director derived an improper personal gain. Further, in an action brought by us or in our right, if the person, after exhaustion of all appeals, is found to be liable to us, or if the person makes payment to us in settlement of the action, indemnification is available only to the extent a court of competent jurisdiction determines the person is fairly and reasonably entitled to indemnification. Such discretionary indemnification is available only as authorized on a case-by-case basis by: (1) 3 the stockholders; (2) a majority of a quorum of the Board of Directors consisting of members of the Board who were not parties to the action, suit or proceeding; (3) if a majority of a quorum of the Board of Directors consisting of members of the board who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (4) if a quorum of the Board of Directors consisting of members of the Board who were not parties to the action cannot be obtained, by independent legal counsel in a written opinion. To the extent that our director or officer is successful in defending against an action, suit or proceeding brought against that person as a result of their current or former status as an officer or director, we must indemnify the person against all expenses actually and reasonably incurred by the person in connection with their defense. Utah law also allows Utah corporations to advance expenses of officers and directors incurred in defending a civil or criminal action as they are incurred, upon receipt of an undertaking by or on behalf of the director or officer to repay such expenses if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation because such officer or director did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. Our By-laws provide for the indemnification of its directors and officers to the maximum extent provided by law. It is the position of the SEC and certain state securities administrators that any attempt to limit the liability of persons controlling an issuer under the federal securities laws or state securities laws is contrary to public policy and therefore unenforceable. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Consultants and Advisors The following consultants will be issued securities pursuant to this Registration statement: Name Number Type of Services Provided -------------------------------------------------------------------------------- Jeffrey Klein 62,500 Legal Services Andrew Farber 62,500 Legal Services Debra Hausman 90,000 Legal Services Paul Wakefield 750,000 Consulting Services Todd Violett 200,000 Consulting Services 4 Item 9. Exhibits. See Exhibit Index and Exhibits attached hereto. Item 10. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post effective amendment to this Registration Statement to: (i) Include any prospectus required by section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together,represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than twenty percent (20%) change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, 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) For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time Commission declared it effective. (4) For determining any liability under the Securities Act, treat each post effective amendment as a new registration statement for the securities offered, and the offering of the securities at that time to be the initial bona fide offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), 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 in 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 5 jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida on July 7, 2000. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and oon the date indicated: Watchout! Inc. /s/ Kevin Waltzer -------------------------- By: Kevin Waltzer, Chief Executive Officer 20283 State Road 7, Suite 400 East Boca Raton, Florida 33498 Telephone: (561)482-9421 Facsimile: (954)752-9171 7 EXHIBIT INDEX Exhibit # Exhibit Item 3.1 Articles of Incorporation (Incorporated by Reference, Form 10-SB) 3.2 Bylaws (Incorporated by Reference, Form 10-SB) 5 Opinion Re: Legality and Consent 10 10.1 Consulting Agreement between the Company and Farber and k Klein 10.2 Consulting Agreement between the Company and Debra Hausman 10.3 Consulting Agreement between the Company and Todd Violett 10.4 Consulting Agreement between the Company and Paul Wakefield 15 Letter consent re Unaudited Financial Information 23 Consent of Experts