SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERINET GROUP.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2050317
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 North Military Trail, Suite 225-C, Boca Raton, Florida 33431
(Address of Principal Executive Offices including zip code)
Superseder and Settlement Agreement
(Full title of the plan)
Jeffery G. Klein, Esquire
980 North Federal Highway, Suite 406
Boca Raton, Florida 33431
(Name and address of agent for service)
(561) 368-0993
(Telephone number, including area code, of agent for service)
Title of Class of Securities Amount to be Offering Price Proposed Maximum Amount
of to be Registered Registered Per Share(1) Aggregate Offering Fee Price
Common Stock, $.01 635,575 $.43 $273,297 $72.15
par value
1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per
unit, maximum aggregate offering price and registration fee is based upon
the average of the high and the low price in the market for the common
stock on June 4, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part 1 is included
in documents sent or given to each employee of AmeriNet Group.com, Inc., a
Delaware corporation (the "Company").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
(a) The Company's Form 10-KSB filed on October 13, 2000 for the year ended June
30, 2000 filed thereto under Section 13(a) or 15(d) of Securities Exchange
Act of 1934, as amended (the "Exchange Act"), as well as the Company's
latest quarterly reports of Form 10-QSB for the quarters ended September
30, 2000, December 31, 2000 and March 31, 2001.
(b) All other reports which may be filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Company document referred to in (a) immediately above.
(c) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposed of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which 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.
(d) Part III, Item 13(c), Exhibits," from the correspondingly numbered exhibit
filed with the Company's report on Form 10- KSB for the year ended December
31, 1991.
(e) Part III, Item 13(c), Exhibits," from the correspondingly numbered exhibit
filed with the Company's report on Form 10- KSB for the year ended December
31, 1999.
(f) Item 7(c), Exhibits," from the correspondingly numbered exhibit filed with
the Company's report on Form 8-K filed with the Commission on July 12,
1999.
(g) Item 13(c), Exhibits," from the correspondingly numbered exhibit filed with
the Company's report on Form 10- KSB for the year ended June 30, 2000.
(h) Item 7(c), Exhibits," from the correspondingly numbered exhibit filed with
the Company's report on Form 8-K filed with the Commission on April 30,
2001.
(i) Item 6, Exhibits," from the correspondingly numbered exhibit filed with the
Company's report on Form 10- QSB for the quarter ended September 30, 1998.
(j) Item 7(c), Exhibits," from the correspondingly numbered exhibit filed with
the Company's report on Form 8-K filed with the Commission on December 16,
1999.
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Item 4. Description of Securities.
The class of securities to be offered hereby has been registered by the
Company under Section 12 of the Exchange Act , and incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered will be passed upon for the Company
by the law firm of Jeffrey G. Klein, P.A. of Boca Raton, Florida.
Daszkal, Bolton Manela Devlin & Co. consent to the incorporation by
reference of their report on the audited financial statements contained in the
Company's Form 10-KSB for the year ended June 30, 2000.
Item 6. Indemnification of Directors and Officers.
The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under Section 145 of the Delaware General Corporation Law,
any person made, or threatened to be made, a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he is or was a director or officer, or served any other enterprise as
director, officer or employee at our request. The Board of Directors, in its
discretion, shall have the power on our behalf to indemnify any person, other
than a director or officer, made a party to any action, suit or proceeding by
reason of the fact that he/she is or was an employee.
The Company may indemnify our directors or officers if the person acted in
good faith and in a manner the person reasonably believed was, at least, not
opposed to the best interests of the corporation. In the event of a criminal
action or proceeding, indemnification is not available if the person had
reasonable cause to believe their action was unlawful.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by- case basis by: (1) the stockholders;
(2) a majority of a quorum of the Board of Directors consisting of members of
the Board who were not parties to the action, suit or proceeding; (3) if a
majority of a quorum of the Board of Directors consisting of members of the
board who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (4) if a quorum of the Board
of Directors consisting of members of the Board who were not parties to the
action cannot be obtained, by independent legal counsel in a written opinion.
To the extent that the Company's director or officer is successful in
defending against an action, suit or proceeding brought against that person as a
result of their current or former status as an officer or director, it must
indemnify the person against all expenses actually and reasonably incurred by
the person in connection with their defense. The Company may also advance
expenses of officers and directors incurred in defending a civil or criminal
action as they are incurred, upon receipt of an undertaking by or on behalf of
the director or officer to repay such expenses if it is ultimately determined by
a court of competent jurisdiction that such officer or director is not entitled
to be indemnified by the corporation because such officer or director did not
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation.
The foregoing shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled and that the scope of indemnification
shall continue as to directors or officers who have ceased to hold such
positions and to their heirs, executors and administrators.
The Company may also provide insurance, or make other financial
arrangements such as a program of self-insurance, for our directors or officers.
Such insurance may provide coverage for any liability asserted
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against the person and liability and expenses incurred by the person in their
capacity as a director or officer or arising out of their status as such,
whether or not we have authority to indemnify the person against such liability
and expenses. However, no financial arrangement made pursuant to this paragraph
may provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for
intentional misconduct, fraud or a knowing violation of law, except with respect
to the advancement of expenses or indemnification ordered by a court.
The Company's By-laws provide for the indemnification of its directors and
officers to the maximum extent provided by law. It is the position of the
Commission and certain state securities administrators that any attempt to limit
the liability of persons controlling an issuer under the federal securities laws
or state securities laws is contrary to public policy and therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Consultants, Employees and Advisors
The following employees will be issued securities pursuant to this
Registration Statement:
Name Number Type of Services Provided
Larry Van Etten 178,643 Employment
George Franjola 74,101 Employment
Vanessa Lindsey 90,658 Employment
Ed Dmytryk 187,741 Employment
Doug Wilson 92,216 Employment
Richard Chamberlain 2,000 Legal
David Cantley 10,216 Accounting
Item 9. Exhibits.
See Exhibit Index and Exhibits attached hereto.
Item 10. Undertakings.
The undersigned Company hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a post
effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than
twenty percent (20%) change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
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(iii) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each post
effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the small business issuer under Rule 424(b)(1), or
(4) or 497(h) under the Securities Act as part of this registration
statement as of the time Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each post
effective amendment as a new registration statement for the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
Insofar as indemnification for liabilities arising under the Securities Act
, may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification in 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 Company 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 Company 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 , the Company 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 on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Boca Raton, State of Florida, on June 4, 2001. Pursuant to the
requirements of the Securities Act , this Registration Statement has been signed
by the following persons in the capacities and on the date indicated:
AmeriNet Group.com , Inc.
/s/ Ed Dmytryk DATE: June 4, 2001
By: Ed Dmytryk, president
2500 North Military Trail, Suite 225-C
Boca Raton, Florida 33431
(561)998-3435
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EXHIBIT INDEX
Designation Page
of Exhibit Number
as Set Forth or Source of
in Item 601 of Incorporation
Regulation S-B By Reference Description
3.1 Articles of Incorporation
.1 (3)-1 Our company's certificate of incorporation,
as of December 8, 1964
.2 (3)-2 Amendment to our company's certificate of
incorporation, dated July 5, 1995.
.3 (3)-3 Amendment to our company's certificate of
incorporation, dated July 7, 1999.
.9 (3)-4 Certificate of Designation Preferences &
Rights of Class A Preferred Stock, dated
July 3, 2000.
.4 (3)-5 Amendment to our company's certificate of
incorporation, dated February 19, 2001
.5 (3)-5 Certificate of Designation Preferences &
Rights of Class A Preferred Stock, dated
February 12, 2001.
3.2 Bylaws
.2 (3)-6 Amended & Restated Bylaws as of December, 1998.
.3 (3)-7 Amended & Restated Bylaws as of December 1999.
5 9 Opinion Re: Legality and Consent
10 Material Contracts:
.85 10 Superseder and Settlement Agreement between
the Company and G. Richard Chamberlin
.86 21 Superseder and Settlement Agreement between
the Company and George Franjola
.87 32 Superseder and Settlement Agreement between
the Company and Vanessa H. Lindsey
.88 43 Superseder and Settlement Agreement between
the Company and Edward C. Dmytryk
.89 54 Superseder and Settlement Agreement between
the Company and Doug Wilson
.90 65 Superseder and Settlement Agreement between
the Company and David Cantley
.91 76 Superseder and Settlement Agreement between
the Company and Larry Van Etten
23 Consent of Experts
.4 8 Consent of Daskal, Bolten, Manela & Devlin
(3)-1 Incorporated by reference, as permitted by Commission Rule 12b-23,from
"Part III, Item 13(c), Exhibits," from the correspondingly numbered
exhibit filed with our company's report on Form 10- KSB for the year
ended December 31, 1991.
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(3)-2 Incorporated by reference, as permitted by Commission Rule 12b-23,from
"Part III, Item 13(c), Exhibits," from the correspondingly numbered
exhibit filed with our company's report on Form 10- KSB for the year
ended December 31, 1999.
(3)-3 Incorporated by reference, as permitted by Commission Rule 12b-23,
from "Item 7(c), Exhibits," from the correspondingly numbered exhibit
filed with our company's report on Form 8-K filed with the Commission
on July 12, 1999.
(3)-4 Incorporated by reference, as permitted by Commission Rule 12b-23,from
"Part III, Item 13(c), Exhibits," from the correspondingly numbered
exhibit filed with our company's report on Form 10- KSB for the year
ended June 30, 2000.
(3) -5 Incorporated by reference, as permitted by Commission Rule 12b-23,
from "Item 7(c), Exhibits," from the correspondingly numbered exhibit
filed with our company's report on Form 8-K filed with the Commission
on April 30, 2001.
(3)-6 Incorporated by reference, as permitted by Commission Rule 12b-23,
from "Part II, Item 6, Exhibits," from the correspondingly numbered
exhibit filed with our company's report on Form 10- QSB for the
quarter ended September 30, 1998.
(3)-7 Incorporated by reference, as permitted by Commission Rule 12b-23,
from "Item 7(c), Exhibits," from the correspondingly numbered exhibit
filed with our company's report on Form 8-K filed with the Commission
on December 16, 1999.
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