-----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, MEEgXS7yGfn7aCZU/RwAS+eYLoIASKw6nq0eX/46uS/UYfYVBH5kigYL2w2AEzFD fahH0F0wjQ+C9H/G1JDOxg== 0000944209-01-500046.txt : 20010328 0000944209-01-500046.hdr.sgml : 20010328 ACCESSION NUMBER: 0000944209-01-500046 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010327 EFFECTIVENESS DATE: 20010327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAIRE HOLDINGS INC CENTRAL INDEX KEY: 0000822997 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133367421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57656 FILM NUMBER: 1580179 BUSINESS ADDRESS: STREET 1: 7348 BELLAIRE CITY: NORTH HOLLYWOOD STATE: CA ZIP: 91605 BUSINESS PHONE: 8182554996 MAIL ADDRESS: STREET 1: 2139 PONTIUS AVE CITY: LOS ANGELES STATE: CA ZIP: 90021 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVE MEDICAL TECHNOLOGIES LTD DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVE PRINCIPLES LTD DATE OF NAME CHANGE: 19900419 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on March 26, 2001 Reg. No. 33_ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- KAIRE HOLDINGS INCORPORATED (exact name of registrant as specified in its charter) Delaware 13-3367421 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 7348 Bellaire North Hollywood, California 91605 (818) 255-4996 (Address of principal executive offices) ________________________________________________ Advisory and Consulting Agreement (Full title of plan) ________________________________ Steven Westlund Chief Executive Officer 7348 Bellaire North Hollywood, California 91605 (Name and address of agent for service) (818) 255-4996 (Telephone number, including area code of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to be Offering price Aggregate offering Amount of to be registered Registered Per share Price registration fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock 12,000,000 .035 $420,000 $105.00 (.001 par value) - -----------------------------------------------------------------------------------------------------------------------
() Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations under the Securities Act of 1993, based upon the exercise price of 12,000,000 options at $0.035. PART I INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Consultant Plan Annual Information.* *Information required by Part 1 to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S- 8. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Kaire Holdings Incorporated (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (a) the Company's annual report on Form 10-K for the fiscal year ended December 31, 1999 (Commission File No. 0-21384): (b) all other reports filed by the Company pursuant to Section 13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999 through the date hereof; (c) the Registrant's Form S-18, file No. 33-17548-NY filed pursuant to Section 12 of the Exchange Act, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock, and (d) any document filed by the Company with the Commission pursuant to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which Indicates that all shares of Common Stock registered hereunder have been sold or that deregisters all such shares of common Stock then remaining unsold, such documents being deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Item 4. Description of Securities The Registrant's Common Stock, $0.001 par value, is registered under Section 12 of the Exchange Act Item 5. Interests of Named Experts and Counsel The legality of the Registrant's securities being registered will be passed upon by Owen Naccarato, Esq. who owns 2,000,000 shares of the Registrant's Common Stock as of February 28, 2001. Item 6. Indemnification of Directors and Officer The Registrant's Articles of Incorporation provide for indemnification, to the fullest extent permitted by Section 145 of the Delaware Corporation Law, of officers and directors and from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, both as to action in their official capacity and as to action in another capacity while holding such office. 3 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended (the "Securities Act") and is therefore unenforceable. Experts The consolidated financial statements of the company appearing in the Company's Annual Report (Form 10-K) for the year ended December 31, 1999 have been audited by Berg & Company LLP, independent public accounts, as set forth in their report thereon included therein and incorporated herein by reference. Reference is made to said report, which includes explanatory paragraphs that describe the Company's ability to continue as a going concern, discussed in Note 1 to the Company's Consolidated Financial Statements. Such financial statements are incorporated herein in reliance upon the reports of Berg & Company LLP, pertaining to such financial statements (to the extent filed with the Commission) given upon the authority of such firm as experts in giving such reports. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits The Exhibits to this registration statement are listed in the index to Exhibits. Item 9. Undertakings (a) The undersigned registrant hereby undertakes:: (1) To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the securities Act 1933: (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement: (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraph (1) (I) and (I)(ii) do not apply if the information required to be included in a 4 post-effective amendment by those paragraph is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendments shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. To remove from registration by mean of a post-effective amendment any of the securities being registered hereunder that remain unsold at the termination of the offering. The undersigned Company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the company's annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an consultant benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of 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 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 of 1933 and will be governed by the final adjudication of such issue. 5 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 a form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Hollywood, State of California on March 26, 2001. Kaire Holdings Incorporated: By /s/ Steven Westlund -------------------------- Steven Westlund, President, Chief Executive Officer, Principal Executive Officer and Director By /s/ Owen Naccarato --------------------------- Owen Naccarato, Chief Financial Officer, Principal Financial Officer and Director By /s/ Asher Gottesman ---------------------------- Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date - ---------------------- ----------------------------------- -------------- /s/ Steven Westlund President, Chief Executive Officer, March 26, 2001 - ---------------------- and Director Steven Westlund /s/ Owen Naccarato Chief Financial Officer, Director March 26, 2001 - ---------------------- Owen Naccarato /s/ Asher Gottesman Director March 26, 2001 - ---------------------- Asher Gottesman
6 INDEX TO EXHIBITS Exhibit Sequentially NO. Description Numbered Pages - --- ----------- -------------- 4.1 Consulting Agreement 5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder. 23.1 Consent of Independent Accountant. 23.2 Consent of Counsel (included as part of Exhibit 5.1) EX-4.1 2 dex41.txt CONSULTING AGREEMENT EXHIBIT 4.1 CONSULTING AGREEMENT This Consulting Agreement (the "Consulting Agreement") made as of March 5, 2001 by and between Richard Appel 400 S. Detroit Street, #211, Los Angeles, CA 90036 ("Consultant") and Kaire Holdings Incorporated with offices at 7348 Bellaire Ave, North Hollywood, CA 91605 (the "Company"). WITNESSETH WHEREAS, the Company requires and will continue to require consulting services relating management, strategic planning and marketing in connection with its business; and WHEREAS, Consultant can provide the Company with strategic planning and marketing consulting services and is desirous of performing such services for the Company; and WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company, NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. APPOINTMENT. ----------- The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth. 2. TERM. ---- The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate on March 1, 2002, unless earlier terminated in accordance with paragraph 8 herein or extended as agreed to between the parties. 3. SERVICES. -------- During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management, marketing, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its overall progress, needs and condition. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products and services; (b) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; (c) Advise the Company relative to the recruitment and employment of key executives consistent with the expansion of operations of the Company; (d) The identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances, business acquisitions and advice with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; and (e) Advice and recommendations regarding corporate financing including the structure, terms and content of bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing and other preferred and common stock equity private or public financing. Consultant will not directly or indirectly arrange a financing that involves any securities issuance, whether equity or debt. 4. DUTIES OF THE COMPANY. --------------------- The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with full and complete copies of all stockholder reports; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services. 5. COMPENSATION. ------------ The Company will immediately grant Consultant the option to purchase 12,000,000 shares of the Company's Common Stock with an exercise price at $.035 per share, which option shall expire on March 1, 2001 at 5:00 P.M. P.S.T. The number of shares herein are subject to the anti-dilution provisions of the corresponding warrant which is being issued in conjunction with this Agreement. Consultant in providing the foregoing services, shall not be responsible for any out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges. 6. REPRESENTATION AND INDEMNIFICATION. ---------------------------------- The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services. 7. MISCELLANEOUS. ------------- Termination: This Agreement may be terminated by either Party upon written ----------- notice to the other Party for any reason which shall be effective five (5) business days from the date of such notice. This Agreement shall be terminated immediately upon written notice for material breach of this Agreement. Modification: This Consulting Agreement sets forth the entire ------------ understanding of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties. Notices: Any notice required or permitted to be given hereunder shall be ------- in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party. Waiver: Any waiver by either Party of a breach of any provision of this ------ Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement. Assignment: The Options under this Agreement are assignable at the ---------- discretion of the Consultant. Severability: If any provision of this Consulting Agreement is invalid, ------------ illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Disagreements: Any dispute or other disagreement arising from or out of ------------- this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in Los Angeles, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)). IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written. Kaire Holdings Incorporated CONSULTANT /s/ Steven Westlund /s/ Richard Appel - ----------------------------------------- ----------------- Steven Westlund Richard Appel Chief Executive Officer EX-5.1 3 dex51.txt OPINION OF CONSENT EXHIBIT 5.1 OPINION OF COUNSEL Owen M. Naccarato Attorney at Law 19600 Fairchild Suite 260 Irvine, CA 91612 Office: (818) 255-4996 Fax: (818) 255-4997 - -------------------------------------------------------------------------------- March 26, 2001 Kaire Holdings Incorporated 7348 Bellaire Avenue North Hollywood, California 91605 Re: Registration Statement on Form S-8 Gentleman: I have acted as counsel for Kaire Holdings Incorporated (the "Company"), in connection with the preparation and filing of the Company's Registration statement on Form S-8 under the Securities Act of 1933, as amended, (the "Registration Statement"), relating to 12,000,000 shares of the Company's common stock, par value $.001, (the "common stock"), issuable pursuant to the Company's 2001 Employee Stock Compensation Plan, (the "Plan"). I have examined the Certificate of Incorporation, as amended, and the By- Laws of the company and all amendments thereto, the Registration Statement and originals, or copies certified to my satisfaction, of such records and meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the Company, and such other documents and instruments as in my judgement are necessary or appropriate to enable me to render the opinions expressed below. Based on the foregoing examination, I am of the opinion that the shares of Common Stock issuable with the Plan are duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and nonassessable. Further, I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Owen Naccarato - ------------------ Owen Naccarato, Esq. EX-23.1 4 dex231.txt CONSENT OF INDEPENDENT ACCOUNTANT EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- We consent to the inclusion in this registration statement on Form S-8, under caption "Experts", the reference to our report dated March 17, 2000 with respect to the Financial Statements of Kaire Holdings Incorporated, for the year ended December 31, 1999. /s/ Berg & Company - -------------------- Berg & Company March 26, 2001 San Francisco, California -----END PRIVACY-ENHANCED MESSAGE-----