S-8 1 forms-8.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

INVESTVIEW, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   87-0369205

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

234 Industrial Way West, Suite A202

Eatontown, NJ 07724

(Address of principal executive offices, including zip code)

 

INVESTVIEW, INC. 2020 INCENTIVE PLAN

(Full title of the plan)

 

Joseph Cammarata, Chief Executive Officer

Investview, Inc.

234 Industrial Way West, Suite A202

Eatontown, NJ 07724

(Name and address of agent for service)

 

732-889-4300

(Telephone number, including area code, of agent for service)

 

Copy to:

Kevin C. Timken

Michael Best & Friedrich LLP

170 South Main Street, Suite 1000, Salt Lake City, UT 84101

Telephone: 385-695-6450

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [X] Smaller Reporting Company [X]
  Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

CALCULATION OF REGISTRATION FEE

 

 

       Proposed Maximum   Proposed   Amount of 
Title of Securities to be   Amount to be    Offering Price     Maximum Aggregate    Registration  
Registered   Registered(1)    per Share(2)    Offering Price    Fee 
                     
Shares of common stock, $0.001 par value   100,000,000   $0.03265   $3,265,000   $423.80 

 

 

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low trading prices of $0.03265 per share for the registrant’s common stock on January 28, 2020, as reported on the OTCQB tier of the OTC Markets Group.

 

 

  

 
 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information

 

The documents containing the information specified in Item 1 will be sent or given to participants in the plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the U.S. Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

Item 2. Registrant Information and Employee Plan Annual Information.

 

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this registration statement (which are incorporated by reference in this Section 10(a) Prospectus) and any other documents required to be delivered to eligible employees, nonemployee directors, and consultants pursuant to Rule 428(b) are available, without charge, by contacting:

 

Joseph Cammarata, Chief Executive Officer

Investview, Inc.

234 Industrial Way West, Suite A202

Eatontown, NJ 07724

732-889-4300

 

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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents, as filed with the U.S. Securities and Exchange Commission (the “SEC”) by Investview, Inc., a Nevada corporation (File No. 000-27019) (the “Company”), pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act are hereby incorporated by reference:

 

  (i) Annual Report on Form 10-K for the year ended March 31, 2019, filed with the SEC on June 28, 2019;
     
  (ii) Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 14, 2019;
     
  (iii) Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC on November 14, 2019;
     
  (iv) Current Report on Form 8-K filed with the SEC on December 4, 2019; and
     
  (v) Amendment to Current Report on Form 8-K/A filed with the SEC on December 5, 2019.

 

All other documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this registration statement and before the filing of a post-effective amendment to this registration statement that indicate that all securities offered hereby have been sold, or that deregister all such securities remaining unsold, will be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

 

Item 4. Description of Securities

 

The Company’s articles of incorporation, as amended, authorize it to issue 10,050,000,000 shares of capital stock, consisting of 10,000,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001.

 

Common Stock

 

The holders of common stock are entitled to one vote per share on each matter submitted to a vote at any meeting of stockholders. Shares of common stock do not carry cumulative voting rights and, therefore, a majority of the shares of outstanding common stock will be able to elect the entire board of directors and, if they do so, minority stockholders would not be able to elect any persons to the board of directors. The Company’s bylaws provide that a majority of its issued and outstanding shares constitutes a quorum for stockholders’ meetings, except respecting certain matters for which a greater percentage quorum is required by statute or the bylaws.

 

The Company’s stockholders have no preemptive rights to acquire additional shares of common stock or other securities. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of the Company’s liquidation, the shares of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities.

 

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Holders of common stock are entitled to receive such dividends as the board of directors may, from time to time, declare out of funds legally available for the payment of dividends. The Company seeks growth and expansion of its business through the reinvestment of profits, if any, and does not anticipate that it will pay dividends in the foreseeable future.

 

Preferred Stock

 

The Company’s amended and restated articles of incorporation authorize the issuance of 50,000,000 shares of preferred stock. The board of directors is empowered, without stockholder approval, to designate and issue additional series of preferred stock with dividend, liquidation, conversion, voting, or other rights or restrictions, including the right to issue convertible securities with no limitations on conversion, which could adversely affect the voting power or other rights of the holders of the Company’s common stock, substantially dilute a common stockholder’s interest, and depress the price of our common stock.

 

Authority to Issue Stock

 

The board of directors has the authority to issue the authorized but unissued shares of common stock without action by the stockholders. The issuance of such shares would reduce the percentage ownership held by current stockholders.

 

Item 5. Interests of Names Experts and Counsel

 

None.

 

Item 6. Indemnification of Directors and Officers

 

Subsection 1 of Section 78.7502 of the Nevada Revised Statutes (“NRS”) empowers a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he is not liable pursuant to Section 78.138 of the NRS or if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, respecting any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 78.138 of the NRS provides that, with certain exceptions, a director or officer is not individually liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (i) his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and (ii) his breach of those duties involved intentional misconduct, fraud, or a knowing violation of law.

 

Subsection 2 of Section 78.7502 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted under similar standards, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought determines that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

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Section 78.7502 further provides that any discretionary indemnification pursuant to this section, unless ordered by a court or advanced pursuant to subsection 2 of NRS 78.751, may be made by the corporation only as authorized in each specific case upon a determination that the indemnification of a director, officer, employee, or agent of a corporation is proper under the circumstances. The determination must be made by: (a) the stockholders; (b) the board of directors, by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or (c) independent legal counsel, in a written opinion, if: (1) a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding so orders; or (2) a quorum consisting of directors who were not parties to the action, suit, or proceeding cannot be obtained. Section 78.751 of the NRS provides that the indemnification provided for by Section 78.7502 will not be deemed exclusive or exclude any other rights to which the indemnified party may be entitled and that the scope of indemnification will continue as to directors, officers, employees, or agents that have ceased to hold such positions and to their heirs, executors, and administrators. Section 78.752 of the NRS empowers the corporation to purchase and maintain insurance or make other financial arrangements on behalf of a director, officer, employee, or agent of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 78.7502.

 

Article IV, Section 11, of the Company’s bylaws provides that the Company may indemnify directors and officers of the Company and hold them harmless, and make no claim against them for any act or failure to act with respect to the business of the Company unless any such act or omission is the result of gross negligence or willful neglect.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions, the Company has been informed that in the opinion of the U.S. Securities and Exchange Commission, such indemnification is contrary to public policy as expressed in the Securities Act and, therefore, is unenforceable.

 

Item 7. Exemption from Registration Claimed

 

None.

 

Item 8. Exhibits

 

Exhibit Number*  

Title of Document

  

Location

         
Item 4   Instruments Defining the Rights of Security Holders, including indentures    
4.01   Common Stock Specimen   Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018
         
Item 5   Opinion re Legality    
5.01   Opinion of Michael Best & Friedrich LLP   This filing
         
Item 10   Material Contracts    
10.55   Investview, Inc. 2020 Incentive Plan   This filing
         
Item 23   Consents of Experts and Counsel    
23.01   Consent of Haynie & Company   This filing
         
23.02   Consent of Michael Best & Friedrich LLP   Included in exhibit 5.01
         
Item 24   Power of Attorney    
24.01   Power of Attorney   See signature page to this filing.

 

 

* All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.

 

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Item 9. Undertakings

 

Undertaking Required by Item 512(a) of Regulation S-K: 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;
     
  (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. 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 end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
     
  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

Undertaking Required by Item 512(b) of Regulation S-K: The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act) 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.

 

Undertaking Required by Item 512(h) of Regulation S-K: Insofar as indemnification for liabilities arising under the Securities 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 SEC 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 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 Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of 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 by the undersigned, thereunto duly authorized, in Eatontown, New Jersey, on the 3rd day of February, 2020.

 

  INVESTVIEW, INC.
   
  By: /s/ Joseph Cammarata
    Joseph Cammarata
    Chief Executive Officer

 

Pursuant to the requirements of Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:

 

Name and Signature   Title   Date
         
/s/ Joseph Cammarata        
Joseph Cammarata   Chief Executive Officer and Director   02/03/20
         
/s/ Annette Raynor        
Annette Raynor   Chief Operations Officer and Director   02/03/20
         
/s/ Jayme L. McWidener        
Jayme L. McWidener   Chief Financial Officer   02/03/20
         
/s/ Chad Miller        
Chad Miller   Chairman   02/03/20
         
/s/ Ryan Smith        
Ryan Smith   Director   02/03/20
         
/s/ Brian McMullen        
Brian McMullen   Director   02/03/20
         
/s/ Jeremy Roma        
Jeremy Roma   Director   02/03/20
         
/s/ Mario Romano        
Mario Romano   Director   02/03/20

 

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Exhibit Index

 

Exhibit    
Number   Description
     
4.1   2020 Incentive Stock Plan
     
5.1   Opinion of Michael Best & Friedrich LLP
     
23.1   Consent of Haynie & Company
     
24.1   Power of Attorney (included in signature page)

 

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