As filed with the Securities and Exchange Commission
on February 4, 2002 Reg. No. 33
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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THE AMANDA CORPORATION, INC.
(Formerly Pen Interconnect, Inc.)
Utah 87-0430260
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
13765 Alton Parkway, Suite F
Irvine, CA 92618
(949) 859-6279
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STOCK COMPENSATION PLAN
--------------------------------
Jose Candia
Chief Executive Officer
13765 Alton Parkway, Suite F
Irvine, CA 92618
(949) 859-6279
Copy to:
Rebecca Wilson, Esq.
2781 W. MacArthur Blvd, Suite 168
Santa Ana, CA 92704
(714) 850-3356 (714) 850-3368 (fax)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
====================== ====================== ===================== ====================== ======================
Common Stock
(par value .01) 31,289,727 $0.01 $312,897.27 $74.78
====================== ====================== ===================== ====================== ======================
Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the exercise price of 31,289,727
shares of common stock at $0.006 per share which is the average of the bid and
the asked prices per share of the registrant's common stock reported by the OTC
Nasdaq Stock Market on January 31, 2002.
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PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Amanda Company, Inc., (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:
(a) the Company's annual report on Form 10-KSB for the fiscal year ended
September 30, 2001 (Commission File No. 1-14072):
(b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since September 30, 2001 through the date hereof; and
(c) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officer
The Certificate of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:
The corporation shall, to the fullest extent permitted by the Act, as the
same may be amended and supplemented, indemnify all directors, officers,
employees, and agents of the corporation whom it shall have power to indemnify
thereunder from and against any and all of the expenses, liabilities, or other
matters referred to therein or covered thereby.
Such right to indemnification or advancement of expenses shall continue as to a
person who has ceased to be a director, officer, employee, or agent of the
corporation, and shall
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inure to the benefit of the heirs, executives, and administrators of such
persons. The indemnification and advancement of expenses provided for herein
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement may be entitled under any bylaw, agreement, vote
of stockholders or of disinterested directors or otherwise. The corporation
shall have the right to purchase and maintain insurance on behalf of its
directors, officers, and employees or agents to the full extent permitted by the
Act, as the same may be amended or supplemented.
Commission Policy
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling 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 is against public policy as expressed in the Act
and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits on page 8.
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 1933:
(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 this Registration Statement:
(iii)To 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 paragraph (1)(i)
and (I)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the
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Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendments 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.
To remove from registration by mean of a post-effective amendment any of
the securities being registered hereunder that remain unsold at the termination
of the offering.
The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the above-described provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company 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 of 1933 and will be governed by the
final adjudication of such issue.
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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 a 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 Irvine, State of California on January 25, 2002.
The Amanda Corporation, Inc.
By /s/ Jose Candia
Jose Candia, CEO
Each person whose signature appears below hereby constitutes and appoints David
Woo as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933. Pursuant to the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in their capacities
and on the dates indicated.
Signature Title Date
---------- --------- ----
/s/ David Woo Chairman January 25, 2002
David Woo
/s/ Jose Candia Director/CEO January 25, 2002
Jose Candia
/s/ Steve Fryer Director January 25, 2002
Steve Fryer
/s/ Tim Morgan Director January 25, 2002
Tim Morgan
/s/ Bill Prevot Director January 25, 2002
Bill Prevot
/s/ Brian Bonar Director January 25, 2002
Brian Bonar
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INDEX TO EXHIBITS
Exhibit
NO. Description
5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
10.2 2002 Stock Compensation Plan
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included as part of Exhibit 5.1)
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Exhibit 5.1
OPINION OF COUNSEL
Rebecca Wilson
Attorney at Law
2961W. MacArthur, Suite 120
Santa Ana, CA 92704
(714) 850-3356 / (714) 850-3368 (fax)
January 25, 2002
Amanda Corporation, Inc.
13765 Alton Parkway, Suite F
Irvine, CA 92618
Re: Registration Statement on Form S-8
Gentleman:
I have acted as counsel for Amanda Corporation, Inc. (the "Company"), in
connection with the preparation and filing of the Company's Registration
statement on Form S-8 under the Securities Act of 1933, as amended, (the
"Registration Statement"), relating to 31,289,727 shares of the Company's common
stock, .01 par value, (the "common stock"), issuable pursuant to the Company's
Stock Compensation Plan, (the "Plan").
I have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments thereto, the Registration Statement
and originals, or copies certified to my satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in my judgment are necessary or appropriate to enable me to
render the opinions expressed below.
Based on the foregoing examination, I am of the opinion that the shares of
Common Stock issuable with the Plan are duly authorized and, when issued in
accordance with the Plan, will be validly issued, fully paid and non-assessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Rebecca Wilson
Rebecca Wilson, Esq.
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Exhibit 10.2
THE AMANDA CORPORATION, INC.
2002 STOCK COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the 2002 Stock Compensation Plan
("Plan") of The Amanda Company, Inc., a California corporation, ("Company") is
to provide the Company with a means of compensating selected key employees
(including officers) and directors of and consultants to the Company and its
subsidiaries for their services rendered in connection with the development of
The Amanda Corporation, Inc. with shares of Common Stock of the Company.
2. Administration of the Plan. The Plan shall be administered by the
Company's Board of Directors (the "Board").
2.1 Award or Sales of shares. The Company's Board shall (a) select those
key employees (including officers), directors and consultants to whom shares of
the Company's Common Stock shall be awarded or sold, and (b) determine the
number of shares to be awarded or sold; the time or times at which shares shall
be awarded or sold; whether the shares to be awarded or sold will be registered
with the Securities and Exchange Commission; and such conditions, rights of
repurchase, rights of first refusal or other transfer restrictions as the Board
may determine. Each award or sale of shares under the Plan may or may not be
evidenced by a written agreement between the Company and the persons to whom
shares of the Company's Common Stock are awarded or sold.
2.2 Consideration for Shares. Shares of the Company's Common Stock to be
awarded or sold under the Plan shall be issued for such consideration, having a
value not less than par value thereof, as shall be determined from time to time
by the Board in its sole discretion.
2.3 Board Procedures. The Board from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Board shall keep minutes of its
meetings and records of its actions. A majority of the members of the Board
shall constitute a quorum for the transaction of any business by the Board. The
Board may act at any time by an affirmative vote of a majority of those members
voting. Such vote shall be taken at a meeting (which may be conducted in person
or by any telecommunication medium) or by written consent of Board members
without a meeting.
2.4 Finality of Board Action. The Board shall resolve all questions arising
under the Plan. Each determination, interpretation, or other action made or
taken by the Board shall be final and conclusive and binding on all persons,
including, without
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limitation, the Company, its stockholders, the Board and each of the members of
the Board.
2.5 Non-Liability of Board Members. No Board member shall be liable for any
action or determination made by him in good faith with respect to the Plan or
any shares of the Company's Common Stock sold or awarded under it.
2.6 Board Power to amend, Suspend, or Terminate the Plan. The Board may,
from time to time, make such changes in or additions to the Plan as it may deem
proper and in the best interests of the Company and its Stockholders. The Board
may also suspend or terminate the Plan at any time, without notice, and in its
sole discretion.
3. Shares Subject to the Plan. For purposes of the Plan, the Board of
Directors is authorized to sell or award up to 31,289,727 shares and/or options
of the Company's Common Stock, .01 par value per share ("Common Stock").
4. Participants. All key employees (including officers) and directors of
and consultants to the Company and any of its subsidiaries (sometimes referred
to herein as ("participants") are eligible to participate in the Plan. A copy of
this Plan shall be delivered to all requesting participants, together with a
copy of any Board resolutions authorizing the issuance of the shares and
establishing the terms and conditions, if any, relating to the sale or award of
such shares.
5. Rights and Obligations of Participants. The award or sale of shares of
Common stock shall be conditioned upon the participant providing to the Board a
written representation that, at the time of such award or sale, it is the intent
of such person(s) to acquire the shares for investment only and not with a view
toward distribution. The certificate for unregistered shares issued for
investment shall be restricted by the Company as to transfer unless the Company
receives an opinion of counsel satisfactory to the Company to the effect that
such restriction is not necessary under the pertaining law. The providing of
such representation and such restriction on transfer shall not, however, be
required upon any person's receipt of shares of Common Stock under the Plan in
the event that, at the time of award or sale, the shares shall be (i) covered by
an effective and current registration statement under the Securities Act of
1933, as amended, and (ii) either qualified or exempt from qualification under
applicable state securities laws. The Company shall, however, under no
circumstances be required to sell or issue any shares under the Plan if, in the
opinion of the Board, (i) the issuance of such shares would constitute a
violation by the participant or the Company of any applicable law or regulation
of any governmental authority, or (ii) the consent or approval of any
governmental body is necessary or desirable as a condition of, or in connection
with, the issuance of such shares.
6. Payment of Shares.
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(a) The entire purchase price of shares issued under the Plan shall be
payable in lawful money of the United States of America at the time when such
shares are purchased, except as provided in subsection (b) below.
(b) At the discretion of the Board, Shares may be issued under the Plan in
consideration of services rendered.
7. Adjustments. If the outstanding Common Stock shall be hereafter
increased or decreased, or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification, reorganization, merger,
consolidation, share exchange, or other business combination in which the
Company is the surviving parent corporation, stock split-up, combination of
shares, or dividend or other distribution payable in capital stock or rights to
acquire capital stock, appropriate adjustment shall be made by the Board in the
number and kind of shares which may be granted under the Plan.
8. Tax Withholding. As a condition to the purchase or award of shares, the
participant shall make such arrangements as the Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such purchase or award.
9. Terms of the Plan.
9.1 Effective Date. The Plan shall become effective on January 1, 2002.
9.2 Termination Date. The Plan shall terminate at Midnight on January 1,
2004, and no shares shall be awarded or sold after that time. The Plan may be
suspended or terminated at any earlier time by the Board within the limitations
set forth in Section 2.6.
10. Non-Exclusivity of the Plan. Nothing contained in the Plan is intended
to amend, modify, or rescind any previously approved compensation plans,
programs or options entered into by the Company. This Plan shall be construed to
be in addition to and independent of any and all such other arrangements. The
adoption of the Plan by the Board shall not be construed as creating any
limitations on the power of authority of the Board to adopt, with or without
stockholder approval, such additional or other compensation arrangements as the
Board may from time to time deem desirable.
11. Governing Law. The Plan and all rights and obligations under it shall
be construed and enforced in accordance with the laws of the state of
California.
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8,
under caption "Experts", the reference to our report dated December 28, 2001
with respect to the Financial Statements of The Amanda Company, Inc, for the
year ended September 30, 2001.
/s/ Pohl, McNabola, Berg & Company LLP
Pohl, McNabola, Berg & Company LLP
January 25, 2002
San Francisco, California
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