-----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, Hf6mjzeunblQI/Z5J+mgO1L80ZYwTKlJQAmGlOCL4u8xk79b0y7Xkz0RK+AezsIj RhHP9hwnMKbFczv8Fdjkqg== /in/edgar/work/20000831/0001116502-00-000038/0001116502-00-000038.txt : 20000922 0001116502-00-000038.hdr.sgml : 20000922 ACCESSION NUMBER: 0001116502-00-000038 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000831 EFFECTIVENESS DATE: 20000831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATCHOUT INC CENTRAL INDEX KEY: 0000736314 STANDARD INDUSTRIAL CLASSIFICATION: [6792 ] IRS NUMBER: 840959153 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44936 FILM NUMBER: 714741 BUSINESS ADDRESS: STREET 1: 20283 STATE ROAD 7 STREET 2: SUITE #400 CITY: BOCA RATON STATE: FL ZIP: 33498 BUSINESS PHONE: 5614829420 MAIL ADDRESS: STREET 1: 1900 N W CORP BLVD STREET 2: SUITE 400 E CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: WHITE CLOUD EXPLORATION INC DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt REGISTRATION STATEMENT 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 Boca Raton, Florida 33496 (Address of Principal Executive Offices including zip code) Compensation Plan Agreement (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)
Title of Class of Securities Amount to be Proposed Maximum Offering Amount of to be Registered Registered Price Per Share (1) Fee - ---------------- ---------- ------------------- --- Common Stock, $.001 985,000 $.315 $ 82.00 par 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 share, 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 August 29, 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 on March 30, 2000 under Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"). (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. 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. 2 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, LLC 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 contendere 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) the stockholders; (2) a majority of a quorum of the Board of Directors consisting of 3 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 Up to 322,500 Legal Services Andrew Farber Up to 322,500 Legal Services Terry L. Reed 340,000 Employment Services Item 9. Exhibits. See Exhibit Index and Exhibits attached hereto. 4 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 5 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 Securities 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 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 August 30, 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 on the date indicated: Watchout! Inc. /S/ MELVIN J. BROUSSARD - ---------------------------------- By: Melvin J. Broussard, President 20283 State Road 7, Suite 400 Boca Raton, Florida 33431 Telephone: (561)482-9421 Facsimile: (954) 752-9171 6 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 of Farber and Klein 10.1 Form of Compensation Plan Agreement between the Company and Jeffrey Klein and Andrew Farber 10.2 Form of Compensation Plan Agreement between the Company and Terry Reed 23.1 Consent of Farber and Klein (include in Exhibit 5) 23.2 Consent of Michael Johnson & Company, LLC 7 EX-5 2 0002.txt OPINION RE: LEGALITY EXHIBIT 5 CONSENTS OF EXPERTS AND COUNSEL FARBER AND KLEIN 23123 STATE ROAD 7 Suite 350B Boca Raton, FL 33428 Phone: 561-470-9010 Facsimile: 561-470-9078 August 30, 2000 WATCHOUT! INC. Attn: Kevin Waltzer, Chairman 20283 State Rd. 7, Suite 400 Boca Raton, FL 33496 RE: SEC Registration Statement on Form S-8 Dear Sir/Madam: This firm (the "Firm") has been engaged as counsel for WatchOut! Inc., a Utah corporation (the "Company"), in connection with its proposed offering under the Securities Act of 1933, as amended (the "Act"), of 985,000 shares of its common stock which are to be issued under a plan for consulting services by the Company, by a filing of a Registration Statement under Form S-8 to which this opinion is a part, to be filed with the Securities and Exchange Commission (the "Commission"). In connection with rendering the opinion as set forth below, the Firm has reviewed and examined originals or copies of the following: 1. Articles of Incorporation of the Company, and any amendments, as filed with the Secretary of State of Utah; 2. By Laws of the Company 3. Written Consent or Minutes of a Meeting of the Board of Directors on or about August 30, 2000 , authorizing the Consultant Agreement Plan (the "Plan") with the consultant and certain other matters; 4 The Company's Registration Statement on Form S-8 and exhibits thereto as filed with the Commission. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted to the Firm as originals, the conformity with the original documents of all documents submitted to the Firm as certified or photostatic copies, and the authenticity of the originals of such copies and the truth of all information supplied us. We have further assumed, among other things, that the recipient of the Shares will have completed the required services, and/or provided considerations required acceptable to the Board of Directors and in compliance with Form S-8 and that any Shares to be issued will have been registered in accordance with the Act, absent the application of an exemption from registration, prior to the issuance of such Shares. We have not independently investigated or verified any matter, assumption, or representation. Based upon the foregoing and in reliance thereof, it is our opinion that, subject to the limitations set forth herein, the Shares to be issued will be duly and validly authorized, legally issued, fully paid and non-assessable. This opinion is expressly limited in scope to the Shares enumerated herein which are to be expressly covered by the referenced Registration Statement and does not cover subsequent issuances of shares, pertaining to services to be performed in the future (such transactions are required to be included in either a new registration Statement or a Post Effective Amendment to the Registration Statement including updated opinions). This opinion is limited. We consent to you filing this opinion with the Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based upon our assumptions as to application of the law and facts as of the date hereof. We assume no duty to communicate with you with respect to any matters, which may come to our attention hereafter. Sincerely yours, /S/ JEFFREY G KLEIN - ------------------- JEFFREY G KLEIN EX-10.1 3 0003.txt FORM OF COMPENSATION PLAN AGREEMENT COMPENSATION PLAN AGREEMENT This Compensation Plan Agreement (the "Agreement") is entered into this 30th day of August, 2000 by and between WatchOut! Inc., a Utah corporation (the "Company") and Andrew Farber, Esquire and Jeffrey Klein, Esquire, doing business as Farber & Klein, a partnership of professional associations (individually or collectively referred to herein as "Consultant"). WHEREAS, Consultant is skilled in providing legal services, and has provided legal services to Company in the past; WHEREAS, the Company desires to continue to engage Consultant to provide legal services; and NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration receipt whereof is hereby acknowledged it is agreed. 1. The Company hereby engages the Consultant and the Consultant hereby accepts this engagement on a non-exclusive basis pursuant to the terms and conditions of this Agreement. 2. Consultant shall assist the Company with the preparation of a third Registration Statement on Form S-8. Consultant will also assist the Company in connection with general securities law matters (excluding work on any other registration statement, private offering memorandum or securities based litigation) and matters regarding the possible acquisition by the Company of the assets of Cormax Business Solutions, Inc. for a period commencing on September 7, 2000 and ending on December 31, 2000. Any additional work will be dealt with on a case by case basis. 3. In order to assist Consultant with its duties, the Company will provide Consultant with such information, as may be required by Consultant. Company will make available to Consultant copies of all material agreements, notice of pending or threatened litigation and notice of all proposed press releases. 4. In consideration of the services to be provided, Consultant shall receive a fee of up to 645,000 shares of the Company's common stock, subject to adjustment as set forth below. The Company will register these shares pursuant to a registration statement on Form S-8 (the "Form S-8"), which it intends to file no later than September 7, 2000. Costs will be invoiced and billed separately. A) Upon registration of the Form S-8, the Company shall deliver to Consultant 455,000 freely trading shares of its common stock. B) Should the Company effect a reverse split of its common shares at any time that Consultant (Farber or Klein) is a shareholder of the Company, the Company shall deliver to Consultant an additional 190,000 shares of its freely trading common stock. 5. During the term of this Agreement, each party may have access to trade secrets, know how, formulae, customer and price lists all of which are valuable, special, proprietary and unique assets of each. The parties agree that all knowledge and information which each other shall acquire during the term of this Agreement shall be held in trust and in a fiduciary capacity for the sole benefit of the other party, its successors and assigns, and each agrees not to publish or divulge either during the term of this Agreement or subsequent thereto, knowledge of any technical or confidential 2 information acquired during their term of this Agreement. At the termination of this Agreement, or at any other time either party may request the other party to deliver to the other, without retaining any copies, notes or excerpts thereof, all memoranda, diaries, notes, records, plans, specifications, formulae or other documents relating to, directly or indirectly, to any confidential information made or compiled by, or delivered or made available to or otherwise obtained by the respective parties. However, the foregoing provision shall not prohibit Consultant from engaging in any work at any time following his termination of this Agreement which does not conflict with the terms of this Agreement. 6. Except as otherwise provided herein, any notice or other communication to any party pursuant to or relating to this Agreement and the transactions provided for herein shall be deemed to have been given or delivered when deposited in the United States Mail, registered or certified, and with proper postage and registration or certification fees prepaid, addressed at their principal place of business or to such other address as may be designated by either party in writing. 7. This Agreement shall be governed by and interpreted pursuant to the laws of the state of Florida. By entering into this Agreement, the parties agree to the jurisdiction of the Florida courts with venue in Palm Beach, County Florida. In the event of any breach of this Agreement, the prevailing party shall be entitled to recover all costs including reasonable attorney's fees and those that may be incurred on appeal. 8. This Agreement may be executed in any number of counterparts, each of which when so executed an delivered shall be deemed an original, and it shall not be necessary, in 3 making proof of this Agreement to produce or account for more than one counterpart. IN WITNESS WHEREOF, the parties hereto have subscribed their hands an seals the day and year first above written. CONSULTANT: COMPANY: WATCHOUT! INC. By: - ------------------------ ----------------------- Jeffrey Klein Mel Broussard, President For the Corporation - ------------------------ Andrew Farber 4 EX-10.2 4 0004.txt FORM OF COMPENSATION PLAN AGREEMENT COMPENSATION PLAN AGREEMENT This Compensation Plan Agreement (the "Agreement") is entered into as of this 10th day of July, 2000 by and between WatchOut! Inc., a Utah corporation whose address is 20283 State Road 7, Suite 400, Boca Raton, FL 33498 (the "Company") and Terry Reed, an individual, whose mailing address is 6576 Villa Sonrisa, Boca Raton, FL 33433 (the "Employee"). WHEREAS, Employee currently serves as a director of the Company and devotes only a limited amount of his time and efforts towards the affairs of the Company; WHEREAS, the Company desires Employee to devote more of his time and expertise towards the affairs of the Company and further desires to hire Employee as set forth herein; WHEREAS, Employee, based upon his diverse background is overall business development and management and accepts his employment in accordance with the terms and provisions contained herein; NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed. 1. The Company hereby hires the Employee and the Employee hereby accepts his employment on a part-time basis pursuant to the terms and conditions of this Agreement. 2. Employee shall devote no more than 40 hours per month on an "as-needed" basis towards the affairs of the Company. Employee's duties shall include business development and management functions, as more fully set forth herein.. 3. Employee shall strictly adhere to all the rules and regulations of the Company which are presently in force or which may be established hereafter from time to time pertaining to employees and independent contractors as permitted by law. Employee shall continue and maintain the Company's standards of uniformity and quality with respect to all services that he performs on behalf of the Company. 4. Employee agrees and warrants that he has not been hired by the Company for any of the following activities and/or purposes: a) for capital raising or for promotional activities regarding the Company's securities; b) to directly or indirectly promote or maintain a market for the Company's securities; c) to act as a conduit to distribute S-8 Securities to the general public; d) to render investor relations, services or shareholder communications services to the Company; e) to render advice to the Company regarding the arrangement or effecting of mergers involving the Company that have the effect of taking a private company public. 5. Unless the Company appoints Employee as an executive officer of the Company, Employee shall not enter into any agreement in the name of the Company or otherwise bind the Company in any way without the express written consent of the Company. Any agreements which Employee enters into in the name of the Company without said express written consent shall not be binding upon the Company. 2 7. During the term of this Agreement, as compensation for his services hereunder, the Company shall pay Employee 340,000 shares of its free trading S-8 stock. Said shares shall be deemed fully earned upon execution of this Agreement. 8. The term of this Agreement shall commence on the date hereof and shall continue until December 31, 2000. 9. Upon any breach of this Agreement by the Employee, the Company, in addition to all other remedies that it may have at law or equity, shall be entitled to injunctive relief without being required to prove the inadequacy of the remedies available at law and without being required to post bond or other security, it being acknowledged and agreed that any breach or threatened breach of this Agreement will cause irreparable harm to the Company and that money damages will not provide an adequate remedy. 10. This Agreement constitutes the entire Agreement of the parties hereto and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed in whole or in part unless done so in writing, signed by the parties hereto. This Agreement shall be governed by and interpreted pursuant to the laws of the state of Florida. By entering into this Agreement, the parties agree to the jurisdiction of the Florida courts with venue in Palm Beach, County Florida. In the event of any breach of this Agreement, the prevailing party shall be entitled to recover all costs including reasonable attorney's fees and those that may be incurred on appeal. The waiver by the Company of any breach of any provision of this Agreement by the 3 Employee shall not operate or be construed as a waiver or any subsequent breach by the Employee. 12. This Agreement may be executed in any number of counterparts, each of which when so executed an delivered shall be deemed an original, and it shall not be necessary, in making proof of this Agreement to produce or account for more than one counterpart. IN WITNESS WHEREOF, the parties hereto have subscribed their hands an seals the day and year first above written. EMPLOYEE: COMPANY: WATCHOUT! INC. By: - ---------------------------------- --------------------------- Terry Reed Mel Broussard, President For the Corporation 4 EX-23 5 0005.txt CONSENTS OF EXPERTS AND COUNSEL LETTER OF CONSENT RE: AUDITED FINANCIAL INFORMATION We hereby consent to the incorporation by reference of our report as of December 31, 1999 relating to the audited financial statements of WatchOut! Inc. that are included in the Form 10-KSB for the year ended December 31, 1999, in the August 30, 2000 filing of WatchOut! Inc. on Form S-8. Michael Johnson & Company, LLC /S/ MICHAEL JOHNSON - ------------------------ By: Michael Johnson, CPA 9175 East Kenyon Avenue, Suite 100 Denver, CO 80237 Telephone: (303)796-0099 Facsimile: (303) 796-0137 -----END PRIVACY-ENHANCED MESSAGE-----