Dale Jarrett Racing Adventure Inc – ‘S-8’ on 8/4/03

On:  Monday, 8/4/03, at 6:11pm ET   ·   As of:  8/5/03   ·   Effective:  8/5/03   ·   Accession #:  1014897-3-97   ·   File #:  333-107650

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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         Registration of Securities to be Offered to            6±    28K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4        Non-Statutory Stock Option Plan                        8±    35K 
 3: EX-5        Attorney Opinion and Consent                           2±    11K 
 4: EX-23       Accountant Consent                                     1      6K 

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

SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549  

FORM S-8  

REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  

Dale Jarrett Racing Adventure, Inc.         
-------------------------------------------------------------   
(Exact Name of Small Business Issuer as specified in its charter)   

FLORIDA                                   59-3564984                      
---------------------------------------------------------------------           
(State or other jurisdiction    (I.R.S. Employer Identification Number)         
of incorporation or organization                                                

4279 Burnwood Trail, Denver, NC 28037         
--------------------------------------------          
(Address of principal executive offices, Zip Code)        

(888) 467-2231              
------------------------------------------      
(Registrant's telephone number, including area code)      

STOCK COMPENSATION PLAN     
-----------------------------   
(Full title of the plan)  

Timothy Shannon     
4279 Burnwood Trail     
Denver, NC 28037      
-----------------------------------   
(Name and address of agent for service)   

(888) 467-2231  
---------------------------------------------------------   
(Telephone number, including area code, of agent for service)   

CALCULATION OF REGISTRATION FEE                                                 

                                                                [Download Table]

  Title of       Amount    Proposed Maximum  Proposed Maximum    Amount of  
Securities To    To Be      Offering Price       Aggregate      Registration
Be Registered  Registered     Per Share      Offering Price        Fee (1)  
-------------  ----------  ----------------  -----------------  ------------
                                                                            
Common shares   500,000        $.44            $220,000          $52.58     

PART I                  

INFORMATION REQUIRED IN THE PROSPECTUS              

Note: The document(s) containing the information concerning the 2001            
Non-Statutory Stock Option Plan of Dale Jarrett Racing Adventure, Inc.,         
a Florida corporation, dated January 3, 2001 required by Item 1 of Form         
S-8 under the Securities Exchange Act of 1934, as amended, and the              
statement of availability of registrant information, consulting                 
agreement and other information required by Item 2 of Form S-8 will be          
sent or given to participants as specified in Rule 428. In accordance           
with Rule 428 and the requirements of Part I of Form S-8, such                  
documents are not being filed with the Securities and Exchange                  
Commission either as part of this registration statement on Form S-8 or         
as prospectuses or prospectus supplements pursuant to Rule 424.                 
Advanced Healthcare will maintain a file of such documents in                   
accordance with the provisions of Rule 428. Upon request, Advanced              
Healthcare shall furnish to the Commission or its staff a copy or               
copies of all of the documents included in such file.                           

PART II                   

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT          

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

The following documents, which have been filed by us with the                   
Securities and Exchange Commission, are hereby incorporated by                  
reference into this Prospectus:  Our report on Form 10-KSB for the              
fiscal year ended June 30, 2002, filed on October 15, 2002; our report          
on Form 10QSB filed November 14, 2002, for the quarter ended September          
30, 2002; our report on Form 10QSB, filed February 25, 2003, for the            
quarter ended December 31, 2002; and, our report on Form 10-QSB, filed          
May 20, 2003, for the quarter ended March 31, 2003.                             

All documents filed by us with the Commission pursuant to Sections              
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date           
of this Registration Statement and prior to the filing of 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 in          
this Registration Statement by reference and to be a part hereof from           
the date of filing of such documents.   All other reports filed by us           
pursuant to Section 13(a) or 15(d) of the Exchange Act since March 31,          
2003.                                                                           

Any statement contained in this Registration Statement, in a supplement         
to this Registration Statement or in a document incorporated by                 
reference herein, 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 subsequently filed supplement to this                
Registration Statement or in any document that is subsequently                  

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.                                             
--------------------------                                    

We are authorized to issue 100,000,000 shares of $0.01 par value common         
stock. As of March 31, 2003, we had a total of 16,867,900 shares of             
Common Stock issued and outstanding and no preferred shares.                    

Common Stock                                                                    
------------                                                                    

The holders of Common Stock have one vote per share on all matters              
(including election of directors) without provision for cumulative              
voting. Thus, holders of more than 50% of the shares voting for the             
election of directors can elect all of the directors, if they choose to         
do so. The Common Stock is not redeemable and has no conversion or              
preemptive rights.                                                              

The Common Stock currently outstanding is validly issued, fully paid            
and non-assessable. In the event of our liquidation, the holders of             
Common Stock will share equally in any balance of our assets available          
for distribution to them after satisfaction of creditors and the                
holders of our senior securities, whatever they may be. We may pay              
dividends, in cash or in securities or other property when and as               
declared by the Board of Directors from funds legally available                 
therefore, but we have paid not paid cash dividends on our Common               
Stock.                                                                          

Transfer Agent, Registrar and Warrant Agent                                     
-------------------------------------------                                     

We have appointed Florida Atlantic Stock Transfer, 7130 Nob Hill Road,          
Tamarac, FL 33321. Their phone number is 954-726-4954.                          

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

The firm of Jody M. Walker, Attorney at Law, special securities counsel         
for the purpose of this Registration Statement, and whose opinion as to         
the legality of the issuance of the shares hereunder is attached hereto         
as Exhibit 5, Ms. Walker owns no shares of our common stock, however            

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

Our Articles of Incorporation authorize the Board of Directors without          
shareholder action, to exercise all of our powers of indemnification to         
the maximum extent permitted under the applicable statute as amended            
permits us to indemnify our directors, officers, employees fiduciaries          
and agents as follows:                                                          

The State of Florida permits a corporation to indemnify such persons            
for reasonable expenses in defending against liability incurred in any          
legal proceeding if:                                                            

A. The person conducted himself or herself in good faith:                       

1. The person reasonably believed:                                              

(a) In the case of conduct in an official capacity with the           
corporation, that his or her conduct was in the corporation's best              
interests; and                                                                  
(b) In all other cases, that his or her conduct was at least not      
opposed to the corporation's best interests.                                    
(c) In the case of any criminal proceeding, the person had no         
reasonable cause to believe that his or her conduct was unlawful.               

The indemnification discussed herein is not exclusive of any other              
rights to which those indemnified may be entitled under the Articles of         
Incorporation, any Bylaw, agreement, vote of shareholders, or                   
disinterested directors, or otherwise, and any procedure provided for           
by any of the foregoing, both as to action in his official capacity and         
as to action in another capacity while holding such office, and shall           
continue as to a person who has ceased to be a director, officer,               
employee or agent and shall inure to the benefit of heirs, executors,           
and administrators of such a person.                                            

Insofar as indemnification for liabilities under the Securities Act of          
1933 may be permitted to our directors, officers, and controlling               
persons under the foregoing provisions, or otherwise, we have 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 us          
of expense 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, we will,             
unless in the opinion of our 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.                                                     

Item 7.  Exemption From Registration Claimed.                                   
------------------------------------                          
Not applicable.                                                                 

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

Exhibit                                                                         
Number         Description                                                      
---------      --------------                                                   

4.1       2001 Non-Statutory Stock Option Plan, dated January 3, 2001.          
5.0       Opinion of Counsel, Jody M. Walker, Esq.                              
23.1      Consent of James E. Scheifley, Certified Public Accountant.           
23.2      Consent of Jody M. Walker, Esq. (Included in Exhibit 5).              

Item 9.  Undertakings.                                                          
-------------                                                 

1. The Registrant hereby undertakes:                                            

(a) 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 of 1933;                                                         

(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;                                                         

(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;          

(a) 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 therein, and the offering of such securities at that time shall         
be deemed to be the initial bona-fide offering thereof.                         

(b) 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.                                                    

2. The 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 Exchange Act (and, where applicable, each filing of an employee          
benefit plan's annual report pursuant to Section 15(d) of the 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 herein, and the offering of such securities at that          
time shall be deemed to be in the initial bona fide offering thereof.           

SIGNATURES                            

Pursuant to the requirements of the Securities Act of 1933, 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 Denver, State of North                
Carolina, on this 28th day of July, 2003.                                       

Dale Jarrett Racing Adventure, Inc.                                             

By: /s/Timothy Shannon                                                          
-------------------------------                                         
President                                                               

Pursuant to the requirements of the Securities Act of 1933, as amended,         
this Registration Statement has been signed below by the following              
persons on behalf of the Registrant and in the capacities and on the            
dates indicated.                                                                

Dated: Timothy Shannon, 2003                                                    

/s/Timothy Shannon       Principal Financial Officer    July 28, 2003           
CEO, Controller/Director    

/s/Brian C. Rosenbloom           Director               July 28, 2003           

/s/Glenn Jarrett                 Director               July 28, 2003           

6                                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed as of / Effective on:		8/5/03
Filed on:		8/4/03
		7/28/03
		5/20/03		10QSB
		3/31/03		10QSB,  NT 10-Q
		2/25/03		10QSB
		12/31/02		10QSB,  NT 10-Q
		11/14/02		10QSB
		10/15/02		10KSB
		9/30/02		10QSB
		6/30/02		10KSB,  NT 10-K
		1/3/01
				List all Filings