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 S-8 for Barrington Foods International, Inc. 6 30K
2: EX-4.1 Agreement for Consulting Services 18 73K
3: EX-5.1 Opinion & Consent of Brian Dvorak, Esq. 2 8K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BARRINGTON FOODS INTERNATIONAL, INC. (FORMERLY EBAIT, INC.)
(Exact name of registrant as specified in its charter)
NEVADA (formerly CALIFORNIA) 33-0843633
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5275 Arville St, Suite 120 Las Vegas, NV 89118
(Address of Principal Executive Offices) (Zip Code)
CONSULTING SERVICES CONTRACT
(Full Title of Plan)
Rendal Williams
Chief Executive Officer
5275 Arville St, Suite 120
Las Vegas, NV 89118
(Name and Address of agent for service)
702-307-3810
(Telephone Number, including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
Brian Dvorak, Esq.
Dvorak & Associates, Ltd.
Las Vegas, Nevada 89113
Phone: (702) 768-2960
Fax: (702) 794-4532
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT PRICE FEE (2)
------------------------------------------------------------------------------
Common Stock, 2,500,000 shares $0.13 $325,000 $85.15
par value
$.001 per share
================================================================================
(1) This Registration Statement relates to 2,500,000 shares of the Registrant's
Common Stock, par value $.001 per share, to be issued upon pursuant to the
terms of the Consulting Services Contracts.
(2) Pursuant to Rule 457(c) of the Securities Act of 1933 (the "Securities
Act") the registration fee is calculated on the basis of the average of the
bid and ask prices for the Common Stock as quoted on the Over-the-Counter
Bulletin Board on March 28, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act, and are incorporated herein by reference.
ITEM 1. PLAN INFORMATION
The information required to be provided pursuant to this Item to the
individual participants,George Patrick Shook, Darin Glauner and Todd Bowman is
set forth in the consulting services contracts with the Parties, dated March 4,
2003 (the "Consulting Services Contracts"). See Exhibit 4.1.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Written statement required to be provided to participants pursuant to this
Item 2:
We will provide without charge to each participant in the Consulting
Services Contract, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to Barrington Foods
International, Inc. (formerly eBait, Inc.), Attn: Rendall Williams, 5275
Arville, #120, Las Vegas, NV 89118. Phone:307-3810
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by Barrington Foods
International, Inc., a Nevada corporation (formerly a California corporation)
("BFII" or the "Registrant"), formerly called eBait, Inc., with the Securities
and Exchange Commission (the "Commission") are hereby incorporated into this
registration statement ("Registration Statement") by reference:
(i) Registrant Statement on Form 10SB12G, filed on February 2, 2001 filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"); and
(ii) Registrant's quarterly reports on Form 10-QSB for the quarters ended
March 31, 2001, June 30, 2001,September 30, 2001, March 31, 2002, June 30, 2002
and September 30, 2003.
(iii) Registrants annual report on Form 10-KSB for the year ended December
31, 2001.
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 filing 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 have
been sold or which registers 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 such documents. We will provide without
charge to the participant in the written compensation contract, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE SIX OF THE ARTICLES OF INCORPORATION OF THE COMPANY STATE: "The
corporation is authorized to indemnify the directors and officers of the
corporation to the fullest extent permissible under California law."
ARTICLE V OF THE COMPANY'S BY-LAWS STATES: "The Corporation shall indemnify its
directors, officers and employees as follows:
(a) Every director, officer, or employee of the Corporation shall be indemnified
by the Corporation against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon him in connection with any proceeding to
which he may be made a party, or in which he may become involved, by reason of
his being or having been 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 the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.
(b) The Corporation shall provide to any person who 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 the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is specifically
permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article V."
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
----------- -----------------------
3.1 Certificate of Incorporation of the Company (filed as Exhibit 3a
to the Company's Registration Statement on Form 10SB as filed
with the Commission on February 2, 2001).
3.2 Bylaws of the Company (filed as Exhibit 3b to the Company's
Registration Statement on Form 10SB as filed with the Commission
on February 2, 2001).
4.1 Consulting Services Contracts dated March 4, 2003 between
Barrington Foods International, Inc. and George Patrick Shook,
Darin Glauner and Todd Bowman. (filed herewith).
5.1 Opinion of Brian Dvorak, Esq. (Filed herewith).
23.2 Consent of Brian Dvorak, Esq. (Included in Exhibit 5.1).
(Our former accountants have been banned from practice before the SEC and
therefore no consent to include their audit is included. New Auditors have been
retained but have not produced an audit at this time.)
ITEM 9. UNDERTAKINGS
(a) UNDERTAKING TO UPDATE
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:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) 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 in the Registration Statement; and
(iii) 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;
4
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference 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.
(b) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
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
Exchange Act that is incorporated by reference in this 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.
(c) UNDERTAKING WITH RESPECT TO INDEMNIFICATION
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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act 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 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 Las Vegas, Nevada, on this 25th day of April, 2002.
BARRINGTON FOODS INTERNATIIONAL, INC.
By: /s/ Rendal Williams
------------------------------------
Rendal Williams
CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 31st day of March, 2003.
SIGNATURE TITLE
--------- -----
/s/ Rendal Williams Chief Executive Officer
---------------------------- (principal executive officer)
Rendal Williams and Chief Financial Officer
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
---|
This ‘S-8’ Filing | | Date | | First | | Last | | | Other Filings |
---|
| | |
| | 9/30/03 | | 3 | | | | | 10QSB, NT 10-Q |
Filed on / Effective on: | | 4/7/03 |
| | 3/28/03 | | 1 |
| | 3/4/03 | | 2 | | 4 |
| | 6/30/02 | | 3 | | | | | 10QSB, NT 10-Q |
| | 3/31/02 | | 3 | | | | | 10QSB, 10QSB/A, NT 10-Q |
| | 12/31/01 | | 3 | | | | | 10KSB, 10KSB/A, DEF 14C, NT 10-K, SC 13D |
| | 9/30/01 | | 3 | | | | | 10-Q, 10QSB/A, NT 10-Q |
| | 6/30/01 | | 3 | | | | | 10QSB |
| | 3/31/01 | | 3 | | | | | 10QSB |
| | 2/2/01 | | 3 | | 4 | | | 10SB12B, 10SB12G |
| List all Filings |
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