AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2002
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
RRUN VENTURES NETWORK, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 98-0204736
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
62 West 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
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(Address of Principal Executive Offices, including ZIP Code)
2002 Compensation Plan for Outside Consultants
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(Full title of the plan)
Cane & Company, LLC
2300 West Sahara Avenue, Suite 500
Box 18
Las Vegas, Nevada 89102
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(Name and address of agent for service)
(702) 312-6255
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO SHARES TO OFFERING PRICE AGGREGATE OFFERING PRICE REGISTRATION FEE
BE REGISTERED BE REGISTERED PER SHARE
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$.0001 par value 4,000,000 $0.08(1) $320,000 $29.44
common stock
TOTALS 4,000,000 $320,000 $29.44
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(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, as amended, and is calculated on the basis of
the average of the high and low prices per share of the common stock
reported on the OTC Bulletin Board as of July 12, 2002, a date within
five business days prior to the filing of this registration statement.
PROSPECTUS
RRUN VENTURES NETWORK, INC.
4,000,000 Shares Of Common Stock
This prospectus relates to the offer and sale by RRUN Ventures Network,
Inc., a Nevada corporation ("Company"), of shares of its $.0001 par value per
share common stock to certain employees, officers, directors and outside
consultants (the "Consultants") pursuant to the 2002 Compensation Plan for
Consultants (the "Stock Plan"). Pursuant to the Stock Plan, in payment for
services rendered, the Company is registering hereunder and then issuing, upon
receipt of adequate consideration therefore, to the consultants and persons
covered by the Stock Plan, 4,000,000 shares of common stock.
The common stock is not subject to any restriction on transferability,
except with respect to resale restrictions applicable to shares of our common
stock that are delivered to Consultants that are deemed to be our affiliates.
Recipients of shares other than persons who are "affiliates" of Company within
the meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of the Company or any
one of its subsidiaries. An "affiliate" of Company is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
Consultant who is not now an "affiliate" becomes an "affiliate" in the future,
he/she would then be subject to Section 16(b) of the Exchange Act. The common
stock is traded on the OTC Bulletin Board under the symbol "RRUN."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is July 15, 2002
This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Raymond Hawkins,
chairman and co-chief executive officer, 62 West 8th Street, 4th Floor,
Vancouver, British Columbia, Canada V5Y 1M7. The Company's telephone number is
(604) 682-6541.
Company is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W. Washington D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of the Company since the date hereof.
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. The Plan Information . . . . . . . . . . . . . . . . . . . . . . 5
Item 2. Registrant Information and Employee Plan Annual Information. . . 6
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT . . . . . . . . . . 6
Item 3. Incorporation of Documents by Reference . . . . . . . . . . . 6
Item 4. Description of Securities . . . . . . . . . . . . . . . . . . . 6
Item 5. Interests of Named Experts and Counsel. . . . . . . . . . . . 7
Item 6. Indemnification of Officers, Directors, Employees and
Agents; Insurance . . . . . . . . . . . . . . . . . . . . . . 7
Item 7. Exemption from Registration Claimed . . . . . . . . . . . . . . 8
Item 8. Exhibits 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 9. Undertakings. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PART 1
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
ITEM 1. THE PLAN INFORMATION.
THE COMPANY
The Company has its principal executive offices at 62 West 8th Street, 4th
Floor, Vancouver, British Columbia, Canada V5Y 1M7. The Company's telephone
number is (604) 682-6541.
PURPOSE
The Company will issue common stock to certain consultants pursuant to
consulting agreements entered into between these consultants and the Company,
and pursuant to the Stock Plan, which have been approved by the Board of
Directors of the Company. The agreements and the Stock Plan are intended to
provide a method whereby the Company may be stimulated by the personal
involvement of the consultants in our future prosperity, thereby advancing the
interests of the Company, and all of our shareholders. A copy of the Stock Plan
has been filed as an exhibit to this registration statement.
COMMON STOCK
The Board has authorized the issuance of up to 4,000,000 shares of the
common stock to the persons covered by the Stock Plan upon effectiveness of this
registration statement.
THE CONSULTANTS
The Consultants have agreed to provide their expertise and advice to The
Company for the purposes set forth in their consulting agreements and we intend
to compensate them for their services under the terms of the Stock Plan.
NO RESTRICTIONS ON TRANSFER
The Consultants will become the record and beneficial owners of the shares
of common stock upon issuance and delivery and are entitled to all of the rights
of ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the common stock.
TAX TREATMENT TO THE CONSULTANTS
The common stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultants, therefore, will be required for federal income
tax purposes to recognize compensation during the taxable year of issuance
unless the shares are subject to a substantial risk of forfeiture. Accordingly,
absent a specific contractual provision to the contrary, the Consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. The Consultants are urged to
consult each of their tax advisors on this matter. Further, if any recipient is
an "affiliate," Section 16(b) of the Exchange Act is applicable and will affect
the issue of taxation.
TAX TREATMENT TO THE COMPANY
The amount of income recognized by any recipient hereunder in accordance
with the foregoing discussion will be a tax deductible expense by the Company
for federal income tax purposes in the taxable year of the Company during which
the recipient recognizes income.
RESTRICTIONS ON RESALES
In the event that an affiliate of the Company acquires shares of common
stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of common stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit," as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under Section 16(b) of the Exchange
Act, the price paid for the common stock issued to affiliates is equal to the
value of services rendered. Shares of common stock acquired hereunder by persons
other than affiliates are not subject to Section 16(b) of the Exchange Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not Applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by RRUN Ventures Network, Inc., a Nevada
corporation, are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2001, filed with the Securities and Exchange Commission; as
well as the Company's latest quarterly report filed on Form 10-QSB for the
period ended March 31, 2002;
(b) The reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
fiscal year ended December 31, 2001;
(c) All other documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gregory Bartko, Esq., of the Law Office of Gregory Bartko, P.C., has
provided legal services and advice to the Company in connection with a variety
of corporate and securities matters, including the preparation and filing of
this Registration Statement, the registrant's compliance with the periodic
reporting requirements of the Securities Exchange Act of 1934, advice to the
registrant in connection with various mergers and acquisition opportunities
available to the registrant and general financial consulting and advice on a
variety of matters. Mr. Bartko may receive shares of our common stock either
under our Stock Plan as compensation for his legal services or under one or more
Form S-8 registration statements that may be filed subsequent to the date of
this prospectus. Mr. Bartko has a right to receive shares of our common stock
under the terms of our Attorney/Client Fee Agreement dated July 2, 2002.
At the date of this Registration Statement, Mr. Bartko did not beneficially
own any shares of our common stock. Neither Mr. Bartko, nor his law firm, have
been employed on a contingent basis at anytime.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
Section 78.7502 of the Nevada Revised Statutes provides:
Discretionary and mandatory indemnification of officers, directors,
employees and agents: General provisions.
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 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 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 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 therefrom, 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, the corporation shall
indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers of Company under the Securities
and Exchange Act of 1933.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE
PROVISIONS OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS,
OFFICERS, OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of the Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
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5.1 Legal opinion of the Law Office of Gregory Bartko, P.C.
10.1 2002 Compensation Plan for Consultants
23.1 Consent of Law Office of Gregory Bartko, P.C. (Exhibit 5.1)
23.2 Consent of Consent of Morgan & Company, Chartered Accountants.
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 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, represents a fundamental change in the
information set forth in the registration statement;
(iii) include any material information with respect to the
plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall
not apply if the information required to be included in a
post-effective amendment by those paragraphs is incorporated
by reference from periodic reports filed by the registrant
pursuant to section 13 or section 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 pursuant to
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
offered 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.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of registrant pursuant to the foregoing
provisions, or otherwise, 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 registrant of expenses incurred or paid by a
director, officer or controlling person of 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, 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 is against
public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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 Vancouver, British Columbia, Canada on this 15th day of July,
2002.
RRUN VENTURES NETWORK, INC.
(Registrant)
/s/ Raymond Hawkins
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Chairman of the Board and
Co-Chief Executive Officer
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.
SIGNATURES TITLE DATE
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/s/ Raymond Hawkins
__________________________ Co-Chief Executive Officer; July 15, 2002
Raymond Hawkins Chairman of the Board; and
Director.
/s/ Edwin Kwong
__________________________ Chief Operating Officer; July 15, 2002
Edwin Kwong Chief Financial Officer;
Principal Accounting Officer;
and Director.
INDEX TO EXHIBITS
Exhibit No. Title
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5.1 Legal opinion of the Law Office of Gregory Bartko, P.C.
10.1 2002 Compensation Plan for Consultants
23.1 Consent of Law Office of Gregory Bartko, P.C. (Exhibit 5.1)
23.2 Consent of Consent of Morgan & Company, Chartered Accountants