-----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, VFHXh6cI87Z9PvBW4y16LAXM2cDputnBLTnIc41VXg7uQsW9i+XTctMH1ctLLPoh qqnFnnuXKRvwI5YnLuJuOQ== 0001005477-99-005452.txt : 19991119 0001005477-99-005452.hdr.sgml : 19991119 ACCESSION NUMBER: 0001005477-99-005452 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991118 EFFECTIVENESS DATE: 19991118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEAUTYMERCHANT COM INC CENTRAL INDEX KEY: 0000821524 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-91231 FILM NUMBER: 99760527 BUSINESS ADDRESS: STREET 1: 4614 UNIVERSITY DRIVE STREET 2: SUITE 411 CITY: FT LAUDERDALE STATE: FL ZIP: 33313 BUSINESS PHONE: 9547335785 MAIL ADDRESS: STREET 1: 268 WEST 400 SOUTH STREET 2: SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FORMER COMPANY: FORMER CONFORMED NAME: ATR INDUSTRIES INC/NV/ DATE OF NAME CHANGE: 19990427 S-8 1 FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Beautymerchant.com Inc. (Exact name of registrant as specified in its charter) (Nevada 13-3422912 State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4614 North University Drive, Fort Lauderdale, FL 33351 (Address of Principal Executive Offices) (Zip Code) Consulting Services Plan (Full title of the plan) Capitol Document Services 202 South Minnesota Street Carson City, NV 89703 (Name and address of agent for service) (775) 884-0490 (Telephone number, including area code, of agent for service) - -------------------------------------------------------------------------------- Title of Class of Amount Offering Proposed Maximum Amount of Securities to be to Be Price per Aggregate Offering Registration Registered Registered Unit Price (1) Fee - -------------------------------------------------------------------------------- Common Stock, $.001 par value 20,000 $.8435 $16,870 $4.69 - -------------------------------------------------------------------------------- Total Registration Fee -- -- -- $4.69 - -------------------------------------------------------------------------------- (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 at the close of the market for the common stock on November 15, 1999. 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 Beautymerchant.com Inc., a Nevada 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 latest Quarterly Report on Form 10-QSB for the quarter ended August 16, 1999, filed under Section 13(a) or 15(d) of Securities Act of 1934, as amended (the "Exchange Act"), as well as the registrant's Form 8-K filed on October 29, 1999. (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) The registrant's Form 10-SB, specifically including the description of the registrant's class of securities registered in the Form 10-SB, as amended, which was effective under the Exchange Act as of August 23, 1999. 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 on Form 10-SB under Section 12 of the Exchange Act by the registrant, and incorporated by reference. Item 5. Interests of Named Experts and Counsel. The Law Office of Brenda Lee Hamilton, P.A., has rendered legal services and prepared Form S-8. Such office is located at 555 South Federal Highway, Suite 400, Boca Raton, Florida 33432. Michael J. Bongiovanni, C.P.A, P.A., consents to incorporation by reference of the Form 10-SB dated August 23, 1999. 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 Nevada, 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. Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that Nevada corporations may limit, through indemnification, the personal liability of their directors or officers in actions, claims or proceedings brought against such person by reason of that person's current or former status as an officer or director of the corporation. We may indemnify our directors or officers if the person acted in good faith and in a manner the person reasonably believed was, at least, not opposed to the best interests of the corporation. In the event of a criminal action or proceeding, indemnification is not available if the person had reasonable cause to believe their action was unlawful. 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 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. Nevada law also allows Nevada 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. Section 78.751 of the NRS provides that any indemnification provided for by NRS 78.7502 (by court order or otherwise) shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and that the scope of indemnification shall continue as to directors or officers who have ceased to hold such positions and to their heirs, executors and administrators. Section 78.752 of the NRS allows corporations to provide insurance, or other financial arrangements such as a program of self-insurance, for their directors or officers. Such insurance may provide coverage for any liability asserted against the person and liability and expenses incurred by the person in their capacity as a director or officer or arising out of their status as such, whether or not the corporation has the authority to indemnify the person against such liability and expenses. However, no financial arrangement made under Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court. 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 consultant will be issued securities pursuant to this Registration Statement. Name Number Type of Services Provided - -------------------------------------------------------------------------------- Brenda Lee Hamilton 20,000 shares Legal Services 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 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 Fort Lauderdale, State of Florida, on November 16, 1999. 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: Beautymerchant.com Inc. /s/ Edward A. Roth ----------------------------------------------------- By: Edward A. Roth, President and Chief Executive Officer EXHIBITS TO FORM S-8 EXHIBIT INDEX - -------------------------------------------------------------------------------- Exhibit # Exhibit Item Page - -------------------------------------------------------------------------------- 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 E-1 - -------------------------------------------------------------------------------- 15 Letter of Consent Unaudited Financial Information E-3 - -------------------------------------------------------------------------------- 23 Consent of Experts E-4 - -------------------------------------------------------------------------------- EX-5 2 CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 5 CONSENTS OF EXPERTS AND COUNSEL THE LAW OFFICE OF BRENDA LEE HAMILTON, P.A. 555 South Federal Highway, Suite 400, Boca Raton, Florida 33432 Phone: 561-416-8956 Fax: 561-416-2855 November 16, 1999 BEAUTYMERCHANT.COM INC. Attn: Edward A. Roth, President 4614 North University Drive Fort Lauderdale, FL 33351 RE: SEC Registration Statement on Form S-8 Dear Sir/Madam: This firm (the "Firm") has been engaged as counsel for Beautymerchant.com Inc., a Nevada corporation (the "Company"), in connection with its proposed offering under the Securities Act of 1933, as amended (the "Act"), of twenty thousand (20,000) 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 Nevada; 2. By-Laws of the Company 3. Written Consent or Minutes of a Meeting of the Board of Directors on or about November 16, 1999, authorizing the Consultant Services Plan (the "Plan") with certain consultants and certain other matters; 3. Consulting Services Plan by the Company dated November 16, 1999; and 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, THE LAW OFFICE OF BRENDA LEE HAMILTON, P.A. /s/ Brenda Lee Hamilton - -------------------------------- By: Brenda Lee Hamilton, Esquire EX-15 3 LETTER OF CONSENT Exhibit 15 Letter of Consent Re: Unaudited Condensed Consolidated Interim Financial Information We are aware of the incorporation by reference in the Registration Statement on Form S-8 dated November 16, 1999 of Beautymerchant.com Inc. for the registration of 20,000 shares of its common stock of our report as of June 30, 1999 relating to the unaudited condensed consolidated interim financial statements of Beautymerchant.com Inc. that are included in its Form 10-Q for the quarter ended June 30, 1999 and Form 10-Q for the quarter ended September 30, 1999. /s/ R. Chris Cottone - ------------------------- By: R. Chris Cottone, CPA Fort Lauderdale, Florida November 16, 1999 EX-23 4 CONSENT OF EXPERT Exhibit 23 Consent of Expert We hereby consent to the incorporation by reference in the November 16, 1999 filing of Beautymerchant.com, Inc. on Form S-8 of our report appearing in the Company's Form 10-SB12G/A registration statement dated August 23, 1999. /s/ Michael J. Bongiovanni - ------------------------------------ Michael J. Bongiovanni, P.A., C.P.A. 12433 Willingdon Road Charlotte, NC 28078 Telephone: (704) 904-2390 November 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----