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 - June 4, 2001 6 24K
2: EX-5.1 Opinion of Counsel 1 7K
3: EX-23.1 Consent of Hj & Associates, LLC 2 10K
As Filed with the Securities and Exchange Commission on June 4, 2001
Registration No. ________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
JAGUAR INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
7025 E. First Avenue, Suite 5
Scottsdale, AZ 85251
(Address, including zip code, of
registrant's principal executive offices)
Nevada 87-0449667
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2001 Employee Stock Compensation Plan
(Full Title of the Plan)
Ian Rice
President
Jaguar Investments, Inc.
7025 E. First Avenue, Suite 5
Scottsdale, AZ 85251
(480) 945-2232
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
[Enlarge/Download Table]
========================= ====================== ======================= ====================== ======================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share(1) Price(2) Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $.001 par
value per share 5,000,000 Shares (3) $18,125,000 $4,531.25
========================= ====================== ======================= ====================== ======================
<FN>
(1) Omitted pursuant to Rule 457(o) under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) based on the average of the bid
and ask prices for the Common Stock on May 29, 2001 as reported on the
over the counter market OTCBB.
(3) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this Registration Statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I of this Registration Statement will be sent or given to eligible
employees as specified by Rule 428(b) promulgated under the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 promulgated under the Securities
Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Jaguar Investments,
Inc. (the "Registrant") with the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference
(File No. 000-25753):
(a) Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2001; and
(b) Annual Report on Form 10-KSB for the fiscal year ended December
31, 2000; and
(c) Description of Registrant's common stock contained in
Registrant's Form 10-SB filed with the Commission on April 12,
2000.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Nevada General Corporation Law ("NGCL") permits corporations to
indemnify any director, officer, employee or agent of a corporation from and
against any and all expenses and other liabilities incurred in connection with
any threatened, pending or completed action or proceeding, whether civil,
criminal administrative or investigative, except an action by or in the right of
the corporation, if such person acted in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
In addition, under the NGCL, a corporation may indemnify any director,
officer, employee or agent of a corporation from and against any and all
expenses and other liabilities incurred in connection with any threatened,
pending or completed action or suit by or in the right of the corporation if
such person acted in good faith and in a manner which such person reasonably
believed to be or not opposed to the best interests of the corporation. However,
the NGCL provides that indemnification may not be made with respect to any
matter as to which a person has been determined to be liable to the corporation
by a court of competent jurisdiction in a final adjudication, unless and only to
the extent that the court in which the action was brought or another court of
competent jurisdiction determines that the person is entitled to indemnity.
The NGCL further provides that a corporation must indemnify any
director, officer, employee or agent of a corporation from and against any and
all expenses incurred by such person in the defense of any action, suit or
proceeding, provided that such person has been successful in the defense of such
suit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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 SEC, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.
Furthermore, a successful indemnification of any officer or director could
deplete the assets of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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(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
of the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, 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 Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required in a post-effective amendment is incorporated by
reference from periodic reports filed by Registrant under the Exchange
Act in the registration statement.
(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
shall be deemed to be the initial bona fide offering.
(3) File a post-effective registration statement to remove from
registration any of the securities being registered which remain unsold
at the end of the offering.
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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 on June 4, 2001.
JAGUAR INVESTMENTS, INC.
By: /s/ Ian Rice
---------------------------------------
Ian Rice
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities indicated on June 4, 2001.
/s/ Ian Rice
-----------------------------
Ian Rice Director June 4, 2001
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JAGUAR INVESTMENTS, INC.
EXHIBIT INDEX
Exhibit
Number Description
--------------------------------------------------------------------------------
5.1 Opinion of Counsel.
10.5 2001 Employee Stock Compensation Plan (incorporated by reference
to Registrant's Definitive Proxy Statement Filed with the
Securities and Exchange Commission on February 1, 2001)
23.1 Consent of HJ & Associates, LLC
23.2 Consent of Counsel (included in Exhibit 5.1).
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Dates Referenced Herein and Documents Incorporated by Reference
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