-----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, L07GHZIjh4Pfu+437EA52ON74kU6AIOWM/y0gcpgHOLqVnBmJreVUOXTFTHVEneA G6f+GkiFqCt4Rwbyijv2+w== 0000352912-01-000003.txt : 20010409 0000352912-01-000003.hdr.sgml : 20010409 ACCESSION NUMBER: 0000352912-01-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010402 EFFECTIVENESS DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E COMMERCE WEST CORP CENTRAL INDEX KEY: 0000352912 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954091368 STATE OF INCORPORATION: UT FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58080 FILM NUMBER: 1589148 BUSINESS ADDRESS: STREET 1: 152 SHERMAN ST CITY: DEADWOOD STATE: SD ZIP: 57732 BUSINESS PHONE: 6055781299 MAIL ADDRESS: STREET 1: PO BOX 545 CITY: DEADWOOD STATE: SD ZIP: 57732 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL CASINO GROUP INC DATE OF NAME CHANGE: 19950126 FORMER COMPANY: FORMER CONFORMED NAME: CAPITOL TELEVISION NETWORK INC DATE OF NAME CHANGE: 19940426 S-8 1 0001.txt As filed with the Securities and Exchange Commission on ________________ Registration No. ____________ ================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ E-COMMERCE WEST CORP. (Exact name of registrant as specified in its charter) Utah 95-4091368 (State or other jurisdiction of (IRS Employer Identification No.) Incorporation or organization) 83 Sherman St. Deadwood, SD 57732 (Address of principal executive offices) (Zip code) ___________________________ Consulting/Compensation Plan (Full title of plan) ___________________________ Jon F. Elliott E-Commerce West Corp. 83 Sherman St. Deadwood, SD 57732 (Name and address of agent for service) _________________________________ (605) 578-1299 (Telephone number, including area code, of agent of service) _________________________________ Copy to: Leonard R. Milstein, Esq. 684 Higuera Street, Suite C San Luis Obispo, CA 93401-3511 (805) 541-5100 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities to Amount to Offering price Aggregate Amount of Be Registered Be Registered(1) Per share(3) Offering price(3) Registration fee Common Stock ($0.001 par value/share 2,500,000(2) $0.04 $100,000 $100.00 (1) Pursuant to Rule 416, the number of shares registered shall be adjusted to include any additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with anti- dilutions adjustments to the amount of shares of Common Stock issuable pursuant to stock options exercised thereafter. (2) Represents 2,500,000 to be issued pursuant to the informal consulting/compensation plan of Registrant and includes re-offers of such shares. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (c) and (h), based upon the average of the bid and asked price of Common Stock on March 5, 2001. ===================================================
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan information. Omitted as Permitted. 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 E-COMMERCE WEST CORP. (the "Company") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended July 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the Company's fiscal year ended July 31, 2000. All reports or other documents subsequently filed by the Company pursuant to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such reports or documents. Although the Company's financial statements for the six months ended January 31, 2001 have not been audited by Singer Lewak Greenbaum & Goldstein LLP, they have informed the Company that if the current cash flow and liquidity problems continue to exist at the time of their audit of the financial statements for the year ended July 31, 2001, their report on those statements will include an explanatory fourth paragraph because of substantial doubt about the Company's ability to continue as a going concern. 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's Bylaws provide for indemnification (to the full extent permitted by law) of directors, officers, and other agents of the Company against expenses, judgments, fines and amounts paid in settlements actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an officer, director, or agent of the Company. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits 1. Opinion and consent of Leonard R. Milstein, Esq. 2. Consent of Leonard R. Milstein, Esq. (included in Exhibit 1) 3. Consent of SINGER LEWAK GREENBAUM & GOLDSTEIN LLP 4. Power of Attorney (Page 6 of this Registration Statement) 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 in any prospectus required by Section 10(a) (3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 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) shall not apply to information required to be included in a post-effective amendment by those paragraphs which are contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporat- ed by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such pro-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. (b) The undersigned registrant hereby undertakes that, for the 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) 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 provisions of Item 6 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the 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 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 Deadwood, State of South Dakota, on March 5, 2001. E-COMMERCE WEST CORP. By: /s/ Jon F. Elliott Jon F. Elliott, Chairman, President/Chief Executive Officer & Chief Financial Officer POWER OF ATTORNEY Each person in so signing also makes, constitutes and appoints Jon F. Elliott and Leonard R. Milstein and either of them, with full power of substitution and resubstitution, his true and lawful attorneys-in-fact, for him in any and all capacities, to sign any amendment (including post- effective amendments) to other documents in connection therein, with the Securities and Exchange Commission. 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 dates indicated. Signature Title Date __/s/ Jon F. Elliott___ Chairman (President/Chief March 5, 2001 Jon F. Elliott Executive Officer/Chief Financial Officer) and Director INDEX TO EXHIBITS EXHIBIT PAGE 1 Opinion and Consent of Leonard R. Milstein, Esq. 8 2 Consent of Leonard R. Milstein, Esq. 8 (included in Exhibit 1) 3 Consent of SINGER LEWAK GREENBAUM & GOLDSTEIN 9 4 Power of Attorney (page 6 of this Registration 6 Statement. LEONARD R. MILSTEIN Attorney at Law 684 Higuera Street, Suite C San Luis Obispo, CA -3401-3511 Tel: (805) 541-5100 Fax: (805) 541-5149 March 27, 2001 E-Commerce West Corp. 83 Sherman St. Deadwood, SD 57732 Re: Registration Statement on Form S-8 Gentlemen, At your request, we have examined the Registration Statement on Form S- 8, together with exhibits thereto, to be filed by you relating to the registration of 2,500,000 shares of common stock, $0.001 par value per share (the "Common Stock"), issuable in connection with E-Commerce West Corp, a Utah Corporation (the "Company") Consulting/Compensation plan ("Plan"). We are familiar with the proceedings taken, and to be taken, by the Company in connection with the issuance thereunder, and have examined such documents and such questions of law and fact as we deem necessary in order to express the opinion hereinafter stated. Based on the foregoing, it is our opinion that the shares of Common Stock of the Company to be issued pursuant to the Plan have been duly authorized, and that such Common Stock, when issued in accordance with the terms of the Plan, will be legally and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement. Very truly yours, /s/ Leonard R. Milstein Leonard R. Milstein Exhibit 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated March 5, 2001(which includes an emphasis paragraph relating to an uncertainty as to the Company's ability to continue as a going concern) which appears in the Annual Report on Form 10- KSB of E-Commerce West Corp. and subsidiaries for the year ended July 31, 2000. /s/SINGER LEWAK GREENBAUM & GOLDSTEIN LLP Los Angeles, California March 26, 2001 -----END PRIVACY-ENHANCED MESSAGE-----