Nanobac Pharmaceuticals Inc – ‘S-8’ on 4/20/00

On:  Thursday, 4/20/00, at 12:05pm ET   ·   Effective:  4/20/00   ·   Accession #:  897069-0-241   ·   File #:  333-35198

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 for American Enterprise.Com Corp.             7     28K 
 2: EX-4        Legal Services Plan of Compensation                    2±     8K 
 3: EX-5        Opinion of Foley & Lardner                             2±     9K 
 4: EX-23       Consent of Grant Thornton LLP                          1      5K 

S-8   —   Form S-8 for American Enterprise.Com Corp.
Document Table of Contents

S-8
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                                                       Registration No. 333-____
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 ---------------------------

FORM S-8

REGISTRATION STATEMENT
 Under
THE SECURITIES ACT OF 1933

------------------

 AMERICAN ENTERPRISE.COM CORP.
(Exact name of registrant as specified in its charter)

         Florida                                        59-3248917
(State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                         Identification No.)
6800 North Dale Mabry Highway                                         
       Suite 100                                           33514
        Tampa, Florida                                      (Zip Code)
(Address of principal executive offices)                                        

 American Enterprise.com Corp. Legal Services Plan of Compensation
(Full title of the plan)

Dr. Cardwell C. Nuchols, President                        Copy to:      
and Chief Operating Officer                                       
 American Enterprise.com Corp.                        Martin A. Traber
6800 North Dale Mabry Highway, Suite 100                  Foley & Lardner     
           Tampa, Florida 33514                  100 N. Tampa Street, Suite 2700
      Phone: (813) 661-9501                         Tampa, Florida 33602
(Name, address and telephone number,                    (813) 225-4126    
including area code, of agent for service)                                      
--------------------------

                                                        [Enlarge/Download Table]
                         CALCULATION OF REGISTRATION FEE                                                            


                                                  Proposed Maximum        Proposed Maximum                          
Title of Securities to       Amount to be        Offering Price Per      Aggregate Offering         Amount of       
     be Registered            Registered                Share                  Price             Registration Fee   
------------------------ ---------------------- ---------------------- ----------------------- ---------------------
                                                                                                                    
     Common Stock,                                                                                                  
    $.001 par value         100,000 shares            $7.75(1)              $775,000 (1)             $205.00        

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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the 
registration fee. The proposed maximum offering price per share and the proposed
maximum aggregate offering price are based on the average of the high and low   
sale prices of Common Stock on the Over The Counter Market on April 17, 2000    

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission      
("Commission") as part of this Form S-8 Registration Statement.                 

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.                               
---------------------------------------                       

The following documents have been previously filed by American
Enterprise.com Corp. (the "Company") with the Commission and are incorporated   
herein by reference:                                                            

      (a)   The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999.                                                        

        (b)   All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange      
Act"), since December 31, 1999.                                                 

  (c)   The description of the Company's Common Stock set forth in
the Registration Statement on Form 8-A, filed with the Commission pursuant to   
Section 12 of the Exchange Act, and any amendments or reports filed for the     
purpose of updating such description.                                           

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this 
Registration Statement and prior to such time as the Company files a post-      
effective amendment to this Registration Statement which indicates that all     
securities offered hereby have been sold or which deregisters all securities    
then remaining unsold shall 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. Any statement contained in a document incorporated or deemed         
incorporated herein by reference shall be deemed to be modified or superceded   
for the purpose of this registration statement to the extent that a statement   
contained herein or in any subsequently filed document which is also, or is     
deemed to be, incorporated herein by reference modifies or supercedes such      
statement. Any such statement so modified or superceded shall not be deemed,    
except as so modified or superceded, to constitute a part of this registration  
statement.                                                                      

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Item 4.  Description of Securities.                                             
-------------------------                                     

Not applicable.                                               

Item 5.  Interests of Named Experts and Counsel.                                
--------------------------------------                        

Not applicable.                                               

Item 6.  Indemnification of Directors and Officers.                             
-----------------------------------------                     

    The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer of the 
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by    
reason of service in such capacity if such person shall have 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 in any criminal proceeding if such person had 
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall have 
been adjudged liable, except in certain limited circumstances.                  

     The Company's Articles of Incorporation and Bylaws provide that the
Company shall indemnify directors and executive officers consistent with the    
Florida Act. In addition, the Company may enter into Indemnification Agreements 
with its directors and executive officers in which the Company may agree to     
indemnify such persons to the fullest extent now or hereafter permitted by the  
Florida Act.                                                                    

         The Company has a standard policy of directors' and officers' liability
insurance covering directors and officers of the Company with respect to        
liabilities incurred as a result of their service in such capacities, which may 
extend to, among other things, liability arising under the Securities Act of    
1933.                                                                           

Item 7.  Exemption from Registration Claimed.                                   
-----------------------------------                           

Not Applicable.                                               

Item 8.  Exhibits.                                                              
--------                                                      

The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:                              

Exhibit No.                            Exhibit                        
----------                             -------                        

  (4)             American Enterprise.com Corp. Legal Services Plan of
Compensation                      

(5)             Opinion of Foley & Lardner.                       

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(23.1)          Consent of Grant Thornton LLP                     

(23.2)          Consent of Foley & Lardner (contained in Exhibit 5
hereto)                           

 (24)            Power of Attorney relating to subsequent amendments
                  (included on the signature page to this Registration
Statement)                        

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 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, 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.                                                                   

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Securities Exchange Act of 1934 (and, where applicable, each filing of an       
employee benefit plan's annual report pursuant to Section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in this      
Registration Statement shall be deemed to be a new registration statement       
relating to the securities offered herein, and the offering of such securities  
at that time shall be deemed to be the initial bona fide offering thereof.      

  (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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 to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Tampa, and State of Florida, on this 17 day of April,
2000.                                                                           

                           AMERICAN ENTERPRISE.COM CORP.

                             By: /s/ Dr. Cardwell C. Nuchols
                                          --------------------------------------
                                        Dr. Cardwell C. Nuchols, President
                                 and Chief Operating Officer

 POWER OF ATTORNEY

  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. Each person whose signature appears below
constitutes and appoints Cardwell C. Nuchols and Curtis L. Alliston, his or her 
true and lawful attorney-in-fact and agent, with full power of substitution and 
revocation, for him or her and in his or her name, place and stead, in any and  
all capacities, to sign any and all amendments (including post-effective        
amendments) to this Registration Statement and to file the same, with all       
exhibits thereto, and other documents in connection therewith, with the         
Securities and Exchange Commission, granting unto said attorneys-in-fact and    
agents, and each of them, full power and authority to do and perform each and   
every act and thing requisite and necessary to be done in connection therewith, 
as fully to all intents and purposes as he or she might or could do in person,  
hereby ratifying and confirming all that said attorneys-in-fact and agents, or  
either of them, may lawfully do or cause to be done by virtue hereof.           

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                                                        [Enlarge/Download Table]

           Signature                         Title                                 Date      
           ---------                         -----                                 ----      

                                                                                             
/s/ Benedict Maniscalco                                                                      
------------------------------------                                                         
Benedict Maniscalco                   Chairman of the Board                    April 18, 2000

/s/ Charles Broes                                                                            
------------------------------------  Chief Executive Officer                                
Charles Broes                         (Principal Executive Officer)            April 14, 2000

/s/ Cardwell C. Nuchols               President, Chief Operating Officer, and                
------------------------------------  Director                                               
Cardwell C. Nuchols                   (Principal Financial Officer)            April 17, 2000

/s/ Curtis L. Alliston                                                                       
------------------------------------                                                         
Curtis L. Alliston                    Secretary & Treasurer                    April 14, 2000

/s/ James Whitmire                                                                           
------------------------------------                                                         
James Whitmire                        Director                                 April 14, 2000

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 EXHIBIT INDEX

 AMERICAN ENTERPRISE.COM CORP. LEGAL SERVICES PLAN OF COMPENSATION

Exhibit No.                                   Exhibit             
-----------                                   -------             

           (4)              American Enterprise.com Corp. Legal Services Plan of
Compensation            

(5)              Opinion of Foley & Lardner               

(23.1)            Consent of Grant Thornton LLP             

        (23.2)            Consent of Foley & Lardner (contained in Exhibit 5
hereto)                 

          (24)             Power of Attorney relating to subsequent amendments
                            (included on the signature page to this Registration
Statement)              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/20/00
		4/18/00		6
		4/17/00		2		6
		4/14/00		6					10KSB
		12/31/99		2					10KSB,  8-K,  NT 10-K
									List all Filings