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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RRUN VENTURES NETWORK, INC.
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(Exact Name of Registrant as Specified in Its Chapter)
Nevada 98-0204736
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(State of Incorporation) (I.R.S. Employer
Identification No.)
62 W. 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y 1M7
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Telephone: (604) 682-6541
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(Address and Telephone Number of Principal Executive Offices)
STOCK OPTION PLAN OF RRUN VENTURES NETWORK INC.
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(Full Title of the Plan)
Cane & Company, LLC, 2300 W. Sahara Ave., Ste. 500, Box 18,
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Las Vegas, Nevada 89102
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Telephone : (702) 312-6255
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(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to be Amount to be Price Per Offering Registration
Registered (1) Registered (2) Share (3) Price (3) Fee
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Options 5,000,000 $0.20 $1,000,000. $92.00
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(1) This registration statement covers the common stock issuable upon the
exercise of options issued under our Stock Option Plan to employees of the
registrant.
(2) This registration statement shall also cover an indeterminable number of
additional shares of common stock which may become issuable under the Stock
Option Plan by reason of any stock dividend, stock split, re-capitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the registrant's outstanding
shares of common stock.
(3) The Proposed Maximum Offering Price Per Share and Aggregate Offering Price
are based upon the exercise price of the options in accordance with Rule 457(h)
of the Securities Act of 1933, as amended. These amounts are calculated solely
for the purpose of calculating the registration fee pursuant to Rule 457(h)(l)
under Securities Act of 1933, as amended.
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Copies to: Michael A. Cane
Cane & Company
2300 W. Sahara Ave., Suite 500
Las Vegas, Nevada 89102
(702) 312-6255
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428
under the Securities Act of 1933, and Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by RRUN Ventures Network, Inc. (the "Company"),
with the Securities and Exchange Commission are incorporated by reference into
this Registration Statement:
(1) The Company's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission on October 15, 2001;
(2) The Company's Quarterly Report on Form 10-QSB filed with the Securities and
Exchange Commission on November 19, 2001;
(3) All other reports filed by the Company pursuant to Sections 13(a) or 15(d)
of the Exchange Act subsequent to the filing of the Company's Form 424B3
filed with the Commission on August 8, 2001;
(4) The description of the Company's Common Stock which is contained in the
Schedule 424B3 Proxy Statement, referred to in (3) above, including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this Registration
Statement from the date of the filing of such reports and documents.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the Exchange Act
of 1934.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the Company or any of its parents or subsidiaries. Nor was any
such person connected with the Company or any of its parents or subsidiaries as
a promoter, managing or principal underwriter, voting trustee, director,
officer, or employee.
Cane & Company, LLC, Independent Counsel, has provided an opinion on the
validity of the Company's common stock issuable upon exercise of the stock
options.
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as provided by the
Nevada Revised Statutes ("NRS") and the Bylaws of the Company.
Under the NRS, a corporation has the power to provide directors with immunity
from monetary liabilities and may do so by including such language in the
corporation's articles of incorporation or bylaws. Corporations are empowered to
protect directors from breach of the duty of care, but not breaches of the duty
of loyalty or the duty of disclosure. Directors who are so protected are free
from personal financial liability whether monetary damages arise from legal or
equitable remedies. However, directors may still be subject to equitable
remedies such as injunction, rescission, and corrective disclosure.
Under the NRS, a corporation may not provide immunity from:
(a) Any breach of a director's duty of loyalty to the corporation or its
stockholders;
(b) Acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law;
(c) Unlawful payment of dividends or unlawful stock purchases or
redemptions; and
(d) Any transaction from which the director derives an improper personal
benefit.
Article XII of the Articles of Incorporation, as amended, state certain
indemnification rights. Our Bylaws provide that we will possess and may
exercise all powers of indemnification of officers, directors, employees, agents
and other persons and all incidental powers and authority. Our Board of
Directors is authorized and empowered to exercise all of our powers of
indemnification, without shareholder action. Our assets could be used or
attached to satisfy any liabilities subject to indemnification.
The Company's bylaws provide that directors and officers shall be indemnified by
the Company to the fullest extent authorized by the NRS, as it now exists or may
in the future be amended, against all expenses and liabilities reasonably
incurred in connection with services for or on behalf of the
Company. The bylaws also authorize the Company to enter into one or more
agreements with any person that provide for indemnification greater or different
from that provided in the bylaws.
In August, 2001, the Company amended its Bylaws of the Corporation. The Company
has included in such Bylaws the following provision:
(a) Director Immunity. Directors will be immune from monetary liabilities
to the fullest extent not prohibited by Nevada law. Excepted from that immunity
are:
- a willful failure to deal fairly with the corporation or its shareholders
in connection with a matter in which the director has a material conflict
of interest;
- a violation of criminal law unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful;
- a transaction from which the director derived an improper personal profit;
and
- willful misconduct.
(b) Directors and Officers. The corporation will indemnify its directors
and officers to the fullest extent not prohibited by Nevada law; provided,
however, that the corporation may modify the extent of such indemnification by
individual contracts with its directors and officers; and, provided, further,
that the corporation shall not be required to indemnify any director or officer
in connection with any proceeding (or part thereof) initiated by such person
unless (i) such indemnification is expressly required to be made by law, (ii)
the proceeding was authorized by the Board of Directors of the corporation,
(iii) such indemnification is provided by the corporation, in its sole
discretion, pursuant to the powers vested in the corporation under Nevada law or
(iv) such indemnification is required to be made pursuant to these Bylaws.
Other relevant provisions appear in Article XI of the Bylaws of the Corporation
and are incorporated by reference in this Registration. See Item 8 - Exhibits
below.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Document
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3.1 Amended Articles of Incorporation (1)
3.2 Amended Bylaws (2)
3.3 Stock Option Plan of RRUN Ventures Network, Inc. (2)
4.1 Form of Incentive Stock Option Agreements
5.1 Opinion of Cane & Company, LLC regarding the validity of the
Company's common
stock issuable upon exercise of the options with consent to use.
23.1 Consent of Morgan & Company, Chartered Accountants
24.1 Power of Attorney (included on the signature page of this
registration statement).
(1) Incorporated into this Form S-8 by reference to the Registrant's previous
filing of this Exhibit in its Form 8-K filed with the Commission on August 20,
2001.
(2) Incorporated into this Form S-8 by reference to the Registrant's previous
filing of this Exhibit in its Form 10-KSB filed with the Commission on October
15, 2001.
Item 9. Undertakings.
The Company hereby undertakes that it will:
(a) file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(1) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(2) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and
(3) include any additional or changed material information on the plan of
distribution.
Paragraphs (a) (1) and (2) do 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 under the Exchange Act.
(b) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(c) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, RRUN
Ventures Network, Inc., 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 Vancouver, British Columbia, Canada, on this
15th day of March, 2002.
RRUN VENTURES NETWORK, INC.
By: /s/ Ray A. Hawkins
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Ray A. Hawkins, President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ray A.
Hawkins, as his true and lawful attorney-in-fact and agent with full power of
substitution and re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including post-effective amendments or any abbreviated registration statements
and any amendments thereto filed pursuant to Rule 462(b) increasing the number
of securities for which registration is sought) and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully to all intents and
purposes as he might or could do in person hereby ratifying and confirming all
that said attorney-in-fact, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the date indicated.
Signature Title Date
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Chief Executive Officer
/s/ Ray A. Hawkins President & Director
________________________ (Principal Executive Officer) March 15, 2002
RAY A. HAWKINS
Chief Operating Officer
/s/ Edwin Kwong Chief Financial Officer & Director
________________________ (Principal Financial Officer) March 15, 2002
EDWIN KWONG