Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
800America.com, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 87-0567884
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1929 So. 21st Avenue
Nashville, Tennessee, 37212
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(Address of Principal Executive Offices and Zip Code)
800America.com, Inc. Stock Option Plan
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(Full Title of the Plan)
Elie Rabi
Chief Executive Officer and President
800America.com, Inc.
1929 So. 21 st Avenue
Nashville, Tennessee
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(Name and Address of Agent For Service)
800.999.5048
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(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
John L. Thomas, Esquire
18 Beth Drive
Moorestown, NJ 08057
CALCULATION OF REGISTRATION FEE
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Title Of Securities Amount To Proposed Maximum Proposed Maximum Amount Of
To Be Registered Be Registered Offering Price Aggregate Offering Registration Fee
Per Share Price
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Common Stock, $.001 Par Value 3,000,000 shares $3.15 (1) $9,450,000 (1) $2,363 (1)
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Total Fee $2,363
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(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
the basis of the average of the high and low prices for the Common Stock on
July 16, 2001, as reported by the Nasdaq Electronic Bulletin Board.
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This registration statement relates to a total of 3,000,000 shares of
common stock, $.001 par value (the "Common Stock"), which are reserved for
future sale and issuance by 800America.com, Inc. (the "Company") of options
granted or to be granted under the 800America.com, Inc. Stock Option Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the Company
are incorporated in this registration statement by reference:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31,2000;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the registrant document
referred to in (a) above; and
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A under Section 12(g) of
the Exchange Act, filed December 17, 1999 including any amendment or
report filed to update the description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered have been sold
or which deregisters all shares of Common Stock 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. Any statement contained in
a document incorporated or deemed to be 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 other
subsequently filed document that also is or is deemed to be 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
NONE
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Amended and Restated By-Laws contain provisions indemnifying
the Company's directors to the fullest extent permitted by the General
Corporation Law of Nevada ("the CGL"). The applicable provision of the GCL
provides that a director may be indemnified against expenses, including
attorneys fees, judgments, financial amounts paid in settlement incurred in
connection with the action, suit or proceeding if the director acted in good
faith and in a manner which the director 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
Exhibit Number Description
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4 800America.com, Inc. Stock Option Plan
5 Opinion and Consent of John L. Thomas, Esquire.
23 Consent of Jack F. Burke, Jr., CPA
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 end 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
15(d) of the 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 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.
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
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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 city of Nashville, State of Tennessee, on the 17th day of July,
2001.
800America.com, Inc.
By: /s/ Elie Rabi
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Elie Rabi
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Elie Rabi Director, Chairman of the Board, Chief Executive July 17, 2001
---------------------- Officer, President (Principal Executive Officer
Elie Rabi and Principal Financial and Accounting Officer)
/s/ Bobby Walley Director July 17, 2001
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Bobby Walley
/s/ Darvin D. Pierce Director July 17, 2001
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Darvin D. Pierce
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EXHIBIT INDEX
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Exhibit Number Description
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4 800America.com, Inc. Stock Option Plan
5 Opinion and Consent of John L Thomas, Esquire
23 Consent of Jack F. Burke, Jr., CPA.
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