As filed with the Securities and Exchange Commission May 28, 2002
File No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FREEWILLPC.COM, INC.
(Exact name of registrant as specified in its charter)
NEVADA 75-2877111
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
185 Madison Avenue, 10th Floor
New York, New York 10016
(Address of principal executive office, including zip code)
LETTER AGREEMENT
(Full Title of the Plan)
James Leaderer, President
185 Madison Avenue, 10th Floor
New York, New York 10016
(212) 725-4423
(Name, address, including zip code, telephone number,
including area code, of agent for service)
with a copy to:
RAICE, PAYKIN & KRIEG, LLP
185 Madison Avenue, 10th Floor
New York, New York 10017
David C. Thomas, Esq.
(212) 725-4601
CALCULATION OF REGISTRATION FEE*
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE PRICE FEE
===============================================================================
Common Stock 800,000 Shares $2.00 $1,600,000 $148
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* Computed in accordance with Rule 457 under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and based on
the average of the bid and asked prices reported by the national quotation
bureau for over-the-counter trading for May 24, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part 1 to be contained in the Section 10(a) Prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
Item 2 Registrant Information and Employee Plan Annual Information.
Information required by Part 1 to be contained in the Section 10(a) Prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by FreewillPC.com, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement.
1. The description of the Company's Common Stock on Form SB-1 filed
on October 20, 2000, as amended and updated.
2. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001.
3. The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2002.
4. The Company's Current Report on Form 8-K filed on May 24, 2002.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing such documents.
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 Company is empowered under Section 78 of the Nevada Revised
Statutes to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he 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.
The Company's articles of incorporation provide that the Company will
indemnify its directors and officers to the full extent provided by Nevada law.
Expenses incurred by a director or officer in defending a civil or criminal
action, suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation. In addition, the Company may advance expenses of such nature on any
other terms and/or in any other manner authorized by law.
The Company's articles of incorporation also provide that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director: provided, however, that nothing
contained herein shall eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for any transaction
from which the director derived an improper personal benefit, or (iv) for any
act or omission occurring prior to their directorship.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits:
See Exhibit Index.
Item 9. Undertakings.
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:
(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.
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
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 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 this offering.
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 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.
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 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.
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 New York, New York, on May 20, 2002.
FreewillPC.com, Inc.
By: /s/ JAMES LEADERER
----------------------------------
James Leaderer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on May 20, 2002.
Signature Title
--------- ------
/s/ JAMES LEADERER President, Chief Executive Officer, Treasurer, Secretary
------------------ and sole Director
James Leaderer
Exhibit Index
Exhibit Description
No.
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3.1 Articles of Incorporation *
3.2 By Laws*
4.2 Specimen Stock Certificate*
5.1 Legal opinion and consent of Raice, Paykin & Krieg LLP
23.1 Consent of J.S. Osborn, P.C., Certified Public Accountant
99.1 Letter agreement dated May 11, 2002
*Previously filed with the Company's Form SB-1 filed on October 20,
2000, as amended and updated, and incorporated herein by reference.