SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BUCKTV.COM, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 31-12440524
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(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification
No.)
743 Gold Hill Place - PMB-294, P.O. Box 220 Woodland Park, CA 80866
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(Address of Principal Executive Offices) (Zip Code)
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CONSULTING AGREEMENT CONTRACT WITH RODNEY R. SCHOEMANN, SR.,
PAUL GREEN, AND R. L. SIMPSON
(Full Title of Plan)
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Larry E. "Buck" Hunter
Chief Executive Officer
743 Gold Hill Place - PMB-294, P.O. Box 220
Woodland Park, CA 80866
(Name and Address of agent for service)
626-434-1032
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(Telephone Number, including area code, of agent for service)
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Copy to
Brian Dvorak, Esq
136 Arbor Way
Henderson, Nevada 89014
(702) 794-4992
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CALCULATION OF REGISTRATION FEE
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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)
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Common Stock, 22,625,000 shares $0.009 $203,625 $53.98
par value
$.001 per share
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(1) The Offering Price is used solely for purposes of estimating the
registration fee pursuant to Rules 457(c)and 457(h)promulgated pursuant to
the Securities Act of 1933. The Offering Price is estimated as the average of
the bid and asked prices on April 10, 2001.
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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 Company is offering shares of its common stock to the individual
participants, Rodney R. Schoemann, Sr., Paul Green and R L Simpson, (sole
shareholder, officer and director of Registration Services of Nevada,
Inc.) (the "Consulting Agreements"). See Exhibits 4.1, and 4.2. This issuance
of shares is being made pursuant to a Legal and Consulting Plan (the "Plan")
adopted by the Board of Directors on March 10, 2001. The Board has equated this
number of shares to the value of the consulting services provided or to be
provided by these individuals. The shares issued hereunder will not be subject
to any resale restrictions. The Plan is not qualified under ERISA. The
following individuals will receive the number of shares listed next to their
names:
Rodney R. Schoemann, Sr. 21,875,000 for consulting services
Paul Green 350,000 for consulting services
R L Simpson 250,000 for consulting services
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Written statement required to be provided to participants pursuant
to this Item 2:
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We will provide without charge to each participant in the Consulting
Services Contracts, 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
Bucktv.com, Inc., Larry E. "Buck" Hunter, 743 Gold Hill Place - PMB-294 P.O.
Box 220, Woodland Park CO 80866, (626) 434-1032
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by BUCKTV.COM, INC., a
Nevada corporation ("Bucktv.com, Inc." or the "Registrant"), with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated into this registration statement ("Registration Statement") by
reference:
(i) Registrant's Registration Statement on Form 10-SB filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), dated September 16, 1999; and
(ii) Registrant's quarterly reports on Form 10-QSB for the quarters
ended June 30, 1999, September 30, 1999 March 31, 2000, June 30, 2000 and
September 30, 2000.
(iii) Registrant's annual reports on Form 10-KSB for the years
ended December 31, 1999.
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 each participant in the written compensation
contracts, 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
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Company's Articles of Incorporation for the Company
do contain provisions for indemnification of the officers and directors; in
addition, Section 78.751 of the Nevada General Corporation Laws provides as
follows: 78.751 Indemnification of officers, directors, employees and agents;
advance of expenses.
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1. A corporation may 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,
except an action by or in the right of the corporation, by reason of the fact
that he 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 another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suitor 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
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act 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 that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he 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 another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit 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.
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals there from, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court
or advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances.
The determination must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a
quorum consisting of directors who were not parties to the act, suit or
proceeding cannot to obtained, by independent legal counsel in a written
opinion; or
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5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled to be indemnified
by corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the directors
or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs, executors
and administrators of such a person.
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.3 to the Company's Registration Statement on Form
10-SB as filed with the Commission on April 29, 1999).
3.2 Bylaws of the Company(filed as Exhibit 3.3 to the Company's
Registration Statement on Form 10-SB2 as filed with the
Commission on April 29, 1999)
4.1 Consulting Agreement Contract dated April 10, 2001 between
Bucktv.com, Inc. and Rodney R Schoemann, Sr.(filed herewith).
4.2 Consulting Agreement Contract dated April 10, 2001 between
Bucktv.com, Inc. and Paul Green (filed herewith).
4.3 Consulting Agreement Contract dated April 10, 2001 between
Bucktv.com, Inc. and R. L. Simpson (filed herewith).
5.1 Opinion of Brian Dvorak, Esq. (filed herewith).
23.1 Consent of Barry Friedman, Certified Public Accountant(filed
herewith).
23.2 Consent of Brian Dvorak. (Included in Exhibit 5.1).
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;
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.
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(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.
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 Las Vegas, State of Nevada, on this 26rd day of
March, 2001.
BUCKTV.COM, INC.
By:
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Larry E. "Buck" Hunter
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 11th day of April, 2001.
SIGNATURE TITLE
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/s/ Larry E. "Buck" Hunter Chief Executive Officer and
---------------------------------- Chairman of the Board (principal
Larry E. "Buck" Hunter executive officer); Chief
Financial Officer
/s/ Bry Behrmann Corporate Secretary
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Bry Behrmann
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.3 to the Company's Registration Statement on Form
10-SB as filed with the Commission on April 29, 1999).
3.2 Bylaws of the Company(filed as Exhibit 3.3 to the Company's
Registration Statement on Form 10-SB2 as filed with the
Commission on April 29, 1999)
4.1 Consulting Agreement Contract dated April 10, 2001 between
Bucktv.com, Inc. and Rodney R Schoemann, Sr.(filed herewith).
4.2 Consulting Agreement Contract dated April 10, 2001 between
Bucktv.com, Inc. and Paul Green (filed herewith).
4.3 Consulting Agreement Contract dated April 10, 2001 between
Bucktv.com, Inc. and R. L. Simpson (filed herewith).
5.1 Opinion of Brian Dvorak, Esq. (filed herewith).
23.1 Consent of Barry Friedman, Certified Public Accountant(filed
herewith).
23.2 Consent of Brian Dvorak. (Included in Exhibit 5.1).
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