As filed with the Securities and Exchange Commission on August 6, 2003
Registration No. 333-______
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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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YP.NET, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 85-0206668
(State or other jurisdiction (I.R.S. EMPLOYER)
incorporation or organization) Identification No.)
4840 EAST JASMINE STREET, SUITE 105
MESA, ARIZONA 85205
(Address of Principal Executive Offices) (Zip Code)
YP.NET, INC. 2003 STOCK PLAN
(Full title of the Plan)
Daniel M. Mahoney
SNELL & WILMER L.L.P.
One Arizona Center
Phoenix, AZ 85004-0001
(Name and Address of Agent for Service)
(602) 382-6384
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING AGGREGATE OFFERING REGISTRATION
PRICE PER SHARE(1) PRICE(1) FEE
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Common Stock, 3,000,000 $ 2.165 $ 6,495,000 $ 525.45
..001 Par Value
(2003 Stock Plan)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices for shares
of common stock on the Over-the-Counter bulletin Board on August
INTRODUCTION
This Registration Statement on Form S-8 is filed by YP.NET, Inc., a Nevada
corporation (the "Registrant"), relating to 3,000,000 shares of its common
stock, par value $.001 per share (the "Stock"), issuable to eligible employees
of the Registrant under the YP.NET, Inc. 2003 Stock Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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The documents containing the information related to the Plan, which is
being filed as an exhibit to this Registration Statement (the "Registration
Statement") and documents incorporated by reference in response to Item 3 of
Part II of this Registration Statement, which taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933 (the "Securities Act") will be sent or given to the participant by the
Registrant as specified by Rule 428(b)(1) of the Securities Act.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION.
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As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon written
or oral request, of documents incorporated by reference in Item 3 of Part II
hereof and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title
or department and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934 and are incorporated by reference into this Registration
Statement:
1. Annual Report on Form 10-KSB for the fiscal year ended September 30,
2002 and filed with the SEC on January 14, 2003.
2. Amended Annual Report on Form 10-KSB/A for the fiscal year ended
September 30, 2002 and filed with the SEC on April 10, 2003.
3. Amended Annual Report on Form 10-KSB/A for the fiscal year ended
September 30, 2002 and filed with the SEC on July 8, 2003.
4. Quarterly Report on Form 10-QSB for the first fiscal quarter ended
December 31, 2002 and filed with the SEC on February 13, 2003.
5. Amended Quarterly Report on Form 10-QSB/A for the first fiscal quarter
ended December 31, 2002 and filed with the SEC on April 10, 2003.
6. Amended Quarterly Report on Form 10-QSB/A for the first fiscal quarter
ended December 31, 2002 and filed with the SEC on July 8, 2003.
7. Quarterly Report on Form 10-QSB for the second fiscal quarter ended
March 31, 2003 and filed with the SEC on May 15, 2003.
8. Quarterly Report on Form 10-QSB for the second fiscal quarter ended
March 31, 2003 and filed with the SEC on July 8, 2003.
9. Current Reports on Form 8-K filed with the SEC on April 9, 2003 and
May 30, 2003.
10. Description of Registrant's common stock, which is contained in the
Registrant's Registration Statement on Form 10SB12G, File No.
000-24217, as filed with the SEC on May 6, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters 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. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein 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 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.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Article 11 of the Registrant's By-laws provides that every person who was
or is a party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that that he or a person for whom he is the
legal representative is or was a director or officer of the corporation or is or
was serving at the request of the corporation or for its benefit as a director
or officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the General Corporation Law of
the State of Nevada against all expenses, liability and loss (including
attorneys' fees, judgments, fines and amounts paid or to be paid in settlement)
reasonable incurred or suffered by him in connection therewith.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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Item 8. EXHIBITS.
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Exhibit Index located at Page 5.
Item 9 UNDERTAKINGS.
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(a) The undersigned Registrant hereby undertakes:
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(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;
(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. 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 end 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 volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(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 (i) and (ii) do not apply if the registration
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statement is on Form S-3, Form S-8 or Form F-3 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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 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 which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) 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.
(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
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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 of 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.
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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 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 Mesa, State of Arizona, on August 5, 2003.
YP.NET, INC.
By: /s/ Angelo Tullo
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Angelo Tullo
Chairman, President and 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. Each person whose signature appears below
hereby authorizes Angelo Tullo and David J. Iannini, and each of them , as
attorneys-in-fact, to sign in his or her name and behalf, individually and in
each capacity designated below, and to file any amendments, including
post-effective amendments, to this registration statement.
Signature Title Date
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/s/ Angelo Tullo
-------------------------- Chairman, President and Chief Executive August 5, 2003
Angelo Tullo Officer (Principal Executive Officer)
/s/ David J. Iannini
-------------------------- Chief Financial Officer (Principal August 5, 2003
David J. Iannini Financial and Accounting Officer)
/s/ DeVal Johnson Secretary, Director August 5, 2003
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DeVal Johnson
/s/ Gregory B. Crane Director August 5, 2003
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Gregory B. Crane
/s/ Daniel L. Coury, Sr. Director August 5, 2003
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Daniel L. Coury, Sr.
/s/ Peter Bergmann Director August 5, 2003
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Peter Bergmann
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EXHIBIT INDEX
Exhibit No. Description
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4.1(a) Certificate of Amendment to Articles of Incorporation
5.1 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)
23.2 Consent of Epstein, Weber & Conover, P.L.C.
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
99.1 YP.NET, Inc. 2003 Stock Plan
In addition to those Exhibits shown above, the registrant hereby incorporates
the following Exhibits pursuant to Rule 411 of Regulation C promulgated under
the Securities Act of 1933 by reference to the filings set forth below:
Exhibit No. Description Previously Filed as File No. Date Filed
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Exhibit
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4.1(b) Certificate of Restated 3.1 to the Registrant's 000- 5-6-98
Articles of Registration Statement 24217
Incorporation of on Form 10SB12G
Renaissance
International, Inc.
4.1(c) Amended Articles - To 3.2 to the Registrant's 000- 9-19-00
change the name to Annual Report on 24217
YP.NET, Inc., and Form 10-KSB for the
Authorized Capital fiscal year ended
Increase to 50,000,000 September 30, 1999.
4.1(d) Amended Articles - 3.3 to the Registrant's 000- 9-19-00
Name Change to Annual Report on 24217
YP.NET Form 10-KSB for the
fiscal year ended
September 30, 1999.
4.2(a) By-laws of Renaissance 3.II to the Registrant's 000- 5-6-98
International Group, Registration Statement 24217
Ltd. on Form 10SB12G
4.2(b) Amended By-laws 3.6 to the Registrant's 000- 9-19-00
Annual Report on 24217
Form 10-KSB for the
fiscal year ended
September 30, 1999.
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