-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FIO5GjSqOoCNbNfcIUpWc51LrOGSEB1BZiIs4jkjv6ffHCW0g2muk/TTm92wcjkz KT2WHsFt+l9DiRwi0nuyWg== 0000950147-01-501583.txt : 20010913 0000950147-01-501583.hdr.sgml : 20010913 ACCESSION NUMBER: 0000950147-01-501583 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010912 EFFECTIVENESS DATE: 20010912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPEN DOOR ONLINE INC CENTRAL INDEX KEY: 0001098125 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 050507504 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-69306 FILM NUMBER: 1735952 BUSINESS ADDRESS: STREET 1: 10 DORRANCE ST CITY: PROVIDENCE STATE: RI ZIP: 02905 BUSINESS PHONE: 4012723267 MAIL ADDRESS: STREET 1: 10 DORRANCE ST CITY: PROVIDENCE STATE: RI ZIP: 02905 S-8 1 e-7452.txt FORM S-8 OF OPEN DOOR ONLINE, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OPEN DOOR ONLINE, INC. (Exact name of issuer as specified in its charter) New Jersey 05-0460102 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 46 Old Flat River Road, Coventry, Rhode Island 02816 (Address of Principal Executive Offices) (Zip Code) AGREEMENT WITH EMPLOYEE (Full title of the Plan) David N. DeBaene, 46 Old Flat River Road, Coventry, Rhode Island 02816 (Name and address of agent for service) (401) 397-6800 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ PROPOSED MAXIMUM PROPOSED AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE (1) VALUE FEE - -------------------------------------------------------------------------------- COMMON STOCK 1,051,000 $0.16 $168,160 $42.04 ================================================================================ (1) PURSUANT TO RULE 457, ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE, AND COMPUTED IN ACCORDANCE WITH THE AVERAGE OF LAST SALE PRICES OF THE COMMON STOCK FOR THE FIVE (5) TRADING DAYS PRIOR TO AND INCLUDING SEPTEMBER 10, 2001, AS REPORTED BY OTCBB. ================================================================================ PART I ITEM 1. PLAN INFORMATION OPEN DOOR ONLINE, INC. EMPLOYMENT AGREEMENT The information set forth herein together with the documents annexed hereto and made part hereof and incorporated herein by reference relates to the shares of common stock of Open Door Online, Inc. (the "Company") to be issued to the employee to pay for services rendered to the Company by said employee. The employment agreement attached is: A) 10-1 Employment Agreement made and entered into this 1st day of March 2000 with David N. DeBaene, employee to provide services as the President of Open Door Online, Inc. The employee has agreed to accept common stock for $47,500 of pay not received in cash for 351,000 shares of company common stock, par value $0.001. B) 10-2 Consulting Agreement made and entered into September 10, 2001 with W. Kenneth O'Donnell to provide legal services for one year accepting 700,000 common shares in lieu of $140,000 in cash. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the oral or written request of such person, a copy of any document incorporated in this Registration Statement by reference, except exhibits to such information, unless such exhibits are also expressly incorporated by reference herein, Request for such information should be directed to Open Door Online, Inc., 46 Old Flat River Rd., Coventry, RI 02816, Attention: Corporate Secretary, telephone (401) 397-6800. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: 1. Annual Report on Form 10-KSB for the year ended December 31, 2000; 2. Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31, 2001 and June 30, 2001; 3. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, including but not limited to, subsequently filed amendments to the above listed documents and subsequently filed forms 10-KSB, 10-QSB, and 8-K, prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing such documents. 1 Any statement contained in a document incorporated or deemed to be incorporated by reference 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 subsequently filed document which also is or deemed to be incorporated by reference herein modified or supersedes such statement. All information appearing in this Registration Statement is qualified in its entirety by the information and financial statements (including notes thereto) appearing in documents incorporated herein by reference, except to the extent set forth in the immediately preceding statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. IDEMNIFICATION OF OFFICERS AND DIRECTORS The Company is permitted by New Jersey law and required by its Certificate of Incorporation and By-Laws to indemnify any present or former director, officer, employee or agent against all expenses and liabilities reasonably incurred by him in connection with any legal action in which such person is involved by reason of his position with the Company unless he is adjudged liable for negligence or misconduct in the performance of his duties as a director, officer, employee or agent. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The following are filed as exhibits to this Registration Statement: EXHIBIT NO. DESCRIPTION ----------- ----------- 5 Opinion of Richard Greene, Esq. 10.1 Employment Agreement of David N. DeBaene (1) 10.2 Consulting Agreement W. Kenneth O'Donnell 23.1 Consent of Richard Greene, Esq. (included in Exhibit 5) 23.2 Consent of Marshall & Weber, CPA's, P.L.C. - ---------- (1) Incorporated by reference as previously filed on 4/13/00 File No. 33-14191 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: i. To include any prospectus required by Section 10 (a)(3) of the Securities Act of 1933; 2 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; and iii. To include any additional or changed material information with respect to the plan of distribution. (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 that remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13 (a) or 15 (d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15 (d) of the Exchange Act) that is incorporated by reference in the registration 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 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Coventry, State of Rhode Island this 10th day of September 2001. SIGNATURE TITLE DATE - --------- ----- ---- /s/ DAVID N. DEBAENE President and Chief Executive September 10, 2001 - ------------------------- Officer (Principal Executive David N. DeBaene Officer) /s/ STEEV PANNETON Secretary September 10, 2001 - ------------------------- Steev Panneton 4 EX-5 3 ex-5.txt OPINION OF RICHARD GREENE, ESQ. Exhibit 5 LAW OFFICES RICHARD P. GREENE, P.A. INTERNATIONAL BUILDING 2455 EAST SUNRISE BOULEVARD SUITE 905 FORT LAUDERDALE, FLORIDA 33304 ---------- TELEPHONE: (954) 564-6616 FAX: (954) 561-0997 September 11, 2001 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Open Door Online, Inc. Gentlemen: This opinion is given in connection with the registration with the Securities and Exchange Commission of 1,051,000 shares of Common Stock granted by Open Door Online, Inc. (the "Company"). The Shares are being registered pursuant to a requirement of Section 5 of the Securities Act of 1933, as amended (the "Act") pursuant to a Registration Statement filed with the Washington, D.C. Office of the United States Securities and Exchange Commission (the "Registration Statement"). We have acted as counsel to the Company only in connection with the review of the Form S_8 Registration Statement prepared by the Company pursuant to which the Shares were registered, in so acting, have examined the originals and copies of corporate instruments, certificates and other documents of the Company including an employment agreement and interviewed representatives of the Company to the extent we deemed it necessary, in order to form the basis for the opinion hereinafter set forth. In such examination we have assumed the genuineness of all signatures and authenticity of all documents submitted to me as certified or photostatic copies. As to all questions of fact material to this opinion which have not been independently established, we have relied upon statements or certificates of officers or representatives of the Company. The 1,051,000 shares of Common Stock are being registered and distributed pursuant to the Company's Registration Statement. The shares of Common Stock are now authorized but unissued. U.S. Securities and Exchange Commission Page Two Based upon the foregoing, we are of the opinion that: 1. The Shares of the Company registered with the Securities and Exchange Commission, having been issued and sold pursuant to the Registration Statement, are fully paid and non-assessable and there will be no personal liability to the owners thereof. This law firm hereby consents to the use of this opinion in connection with the Company's Registration Statement and the inclusion of this opinion as an Exhibit thereto. Very truly yours, /s/ Richard P. Greene, P.A. Richard P. Greene For the Firm EX-10.2 4 ex10-2.txt CONSULTING AGREEMENT W. KENNETH O'DONNELL Exhibit 10.2 BUSINESS CONSULTING AGREEMENT This CONSULTING AGREEMENT (the "Agreement") is made and executed September 10, 2001, by and between OPEN DOOR ONLINE, INC., a New Jersey corporation, hereinafter referred to as the "Company", and W. KENNETH O'DONNELL, hereinafter referred to as the "Consultant". The parties agree as follows: 1. APPOINTMENT OF CONSULTANT. Company hereby engages Consultant, and Consultant agrees to render services to Company as legal counsel. 2. DUTIES. During the term of this Agreement, Consultant shall provide advice to, undertake for and consult with the Company concerning corporate matters and all lawsuits as may arise. If additional counsel is required Consultant will hire said counsel and pay for them until the value of this 700,000 common shares is exhausted by Consultants and additional counsels time. 3. TERM. The term of this Agreement shall be from September 10, 2001, for a period of twelve (12) months. 4. COMPENSATION. a. Base Salary. In consideration of the services to be performed by Consultant, Consultant shall be paid the sum of SEVEN HUNDRED THOUSAND (700,000) shares of Company common stock, par value $.002, payable as determined by the Board of Directors, beginning on the 10th day of September 2001. 5. CONFIDENTIALITY. Consultant will not disclose to any other person, firm, or corporation, nor use for his own benefit, during or after the term of this Consulting Agreement, any trade secrets or other information designated as confidential by Company which is acquired by Consultant in the course of him performing services hereunder. 6. GOVERNING LAW. It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with and under and pursuant to the laws of the State of Rhode Island, and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of Rhode Island shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. 7. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS. Anything herein contained to the contrary notwithstanding, in the event that the Company shall discontinue operating its business, then this Agreement shall terminate as of the last day of the month in which the Company ceases operations at such location with the same force and effect as if such last day of the month were originally set as the termination date hereof. 8. ARBITRATION. Any controversy or claim arising out of or related to this Agreement shall be settled by arbitration in accordance with the rules and under the auspices of the American Arbitration Association; and any arbitration shall be conducted in the State of Rhode Island. 9. ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the parties relating to such subject matter. This Agreement may not be amended or modified except by mutual written agreement. 10. INDEMNIFICATION. The Company will protect and indemnify the Consultant from any and all lawsuits or claims arising out of the Consultant's proper performance of his duties for the Company. 11. BINDING AGREEMENT. This Agreement shall enure to the benefit of and be binding upon the Company, its successors and assigns, and the Employee, his heirs and personal representatives but the Employee's rights under this contract are personal to him and shall not be subject to voluntary or involuntary alienation, assignment or transfer. 12. SEVERABILITY. All agreements and covenants contained herein are severable, and in the event that any of them, with the exception of those contained in Paragraphs 1 and 4 hereof, shall be held to be invalid by any competent court, this Contract shall be interpreted as if such invalid agreements or covenants were not contained herein. 13. ATTORNEYS' FEES AND COSTS. In the event of any litigation arising out of this Contract, the prevailing party shall be entitled to recover all expenses and costs incurred, including attorney's fees. 14. VENUE. The venue of any litigation arising out of this Contract shall be only in Kent County, Rhode Island. 15. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which together shall constitute only one Agreement. IN WITNESS WHEREOF, the parties have hereunto executed this Contract on the dates below indicated. OPEN DOOR ONLINE, INC., CONSULTANT: a New Jersey corporation, /s/ Kenneth O'Donnell, Esq. By: /s/ David N. DeBaene - ----------------------------------- ------------------------------------ Kenneth O'Donnell, Esq. David N. DeBaene, President Dated: September 10, 2001 ATTEST: By: /s/ Steev Panneton ------------------------------------ Steev Panneton, Secretary Dated: September 10, 2001 ---------------------------------- (SEAL) COMPANY EX-23.2 5 ex23-2.txt CONSENT OF MARSHALL & WEBER, CPA'S, P.L.C. Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the inclusion in this Registration Statement on Form S-8 from the incorporation by reference to the Form 10-KSB of our report dated May 12, 2001 on our audit of the financial statements of Open Door Online, Inc. as of and for the years ended December 31, 2000 and 1999. /s/ Marshall & Weber, CPA's, P.L.C.. Scottsdale, Arizona September 10, 2001 -----END PRIVACY-ENHANCED MESSAGE-----