UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENDAVO MEDIA AND COMMUNICATIONS, INC.
-------------------------------------
(Formerly Ceristar, Inc.)
(Exact Name of Company as specified in its charter)
Delaware 333-119586 87-0642448
-------- ---------- ----------
(State of Incorporation) (Commission File No.) (IRS Employer
ID Number)
50 West Broadway, Suite 1100
Salt Lake City, Utah 84101
--------------------------
(Address of principal executive offices)
AMENDED AND RESTATED 2004 EQUITY COMPENSATION PLAN
(Full title of the Plan)
Paul D. Hamm, President
ENDAVO MEDIA AND COMMUNICATIONS, INC.
50 West Broadway, Suite 1100
Salt Lake City, Utah 84101
--------------------------
(Name and address of agent for service)
Company's telephone number: (801) 350-2017
CALCULATION OF REGISTRATION FEE
----------------------- --------------------------- -------------------- -------------------- ------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Registered Offering Price Per Aggregate Offering Amount of Registration
to be Registered Share(2) Price(2) Fee
----------------------- --------------------------- -------------------- -------------------- ------------------------
Common Shares 2,800,000(1) $0.055 $154,000. $25
----------------------- --------------------------- -------------------- -------------------- ------------------------
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover
such indeterminable number of shares of common stock as may become issuable with
respect to any of the registered shares pursuant to antidilution provisions in
the Plan.
(2) The proposed maximum offering price per share is estimated solely for
purpose of calculating the registration fee in accordance with Rule 457(F)(2).
1
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the Plan Information specified
by Part I is not being filed with the Securities and Exchange Commission as such
information is either contained in the consulting agreement or legal services
agreement between the Registrant and each of the participants or provided to
each of the participants in accordance with Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). Such consulting agreements,
legal services agreements, additional information, and the information
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004;
b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarter
ended March 31, 2005, June 30, 2005, September 30, 2005; and
c. The Company's Current Reports on Forms 8-K subsequent to December 31,
2004, and up to and including the date of filing of this Registration Statement.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document 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 supplement to this Registration Statement or in any document that is
subsequently 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.
COMMON STOCK
We are authorized to issue up to 100,000,000 shares of common stock, par
value $.001 per share. As of November 29, 2005, there were 23,397,722 shares of
common stock outstanding.
The holders of the issued and outstanding shares of our common stock are
entitled to receive dividends if declared by our board of directors out of any
funds lawfully available therefore. The board of directors intends to retain
future earnings to finance the development and expansion of our business and
does not expect to declare any dividends in the foreseeable future. The holders
of the common stock have the right, in the event of liquidation, to receive pro
rata all assets remaining after payment of debts and expenses. The common stock
does not have any preemptive rights and does not have cumulative voting rights.
The issued and outstanding shares of common stock are fully paid and
non-assessable.
2
Holders of shares of common stock are entitled to vote at all meetings of
such shareholders for the election of directors and for other purposes. Such
holders have one vote per share for each share of common stock held by them.
PREFERRED STOCK
We are authorized to issue up to 5,000,000 shares of preferred stock, par
value $.001 per share. Of the amount authorized, 4,500,000 shares have been
designated as Series A Preferred Stock, of which 3,821,197 are issued and
outstanding and 100,000 as Series B Preferred Stock, none of which have been
issued. Each share of Series A Preferred Stock is convertible into 9.6 shares of
our common stock at any time after September 30, 2005. Neither the Series A nor
Series B have a stated dividend rate. Both series have a liquidation value of
$.001 per share and voting rights that entitle their holders to vote with our
common stockholders as if the preferred stock had converted to common stock at a
conversion ration of 1-to-9.6.
Generally, our shares of preferred stock may be issued in series, and
shall have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing for the issuance
of such stock adopted from time to time by the board of directors. Our board of
directors are expressly vested with the authority to determine and fix in the
resolution or resolutions providing for the issuances of preferred stock the
voting powers, designations, preferences and rights, and the qualifications,
limitations or restrictions thereof, of each such series to the full extent now
or hereafter permitted by the laws of the State of Delaware.
WARRANTS
We issued warrants to the investors that participated in our recent
private placement of 8% secured convertible promissory notes. In total, we
issued warrants to purchase an aggregate of 1,597,529 shares of our common
stock. The warrants have an exercise price of $1.27 per share and expire in
February 2010.
The conversion price is also subject to adjustment upon the occurrence of
certain specified events, including stock dividends and stock splits, pro rata
distributions of equity securities, evidences of indebtedness, rights or
warrants to purchase common stock or cash or any other asset, mergers or
consolidations, or certain issuances of common stock at a price below the
initial conversion price of $1.27 per share, subject to adjustment.
The warrants include a "cashless exercise" feature, which permits the
holder to exercise the warrants by surrender of a portion of the warrants. The
cashless exercise feature is available to the holder, if at the time of
exercise, there is not in effect a registration statement covering the shares
underlying the warrants are registered.
In addition, we issued to H. C. Wainwright & Co., Inc., and certain of its
principals, convertible debenture warrants to purchase 239,630 shares of our
common stock at $.89 per share and warrants to purchase 239,630 shares of our
common stock at $1.27 per share, all of which were issued in connection with
their services as exclusive placement agent for the recent private placement.
The warrants have the same terms as those issued to the investors.
Transfer Agent, Registrar and Warrant Agent
We have engaged Atlas Stock Transfer Corp. as independent transfer agent
and registrar.
3
ITEM 5. Interests of Named Experts and Counsel.
None.
ITEM 6. Indemnification of Directors and Officers.
Our certificate of incorporation, as amended, provides, to the fullest
extent permitted by Delaware General Corporation Law, that our directors or
officers shall not be personally liable to us or our shareholders for damages
for breach of such director's or officer's fiduciary duty. The effect of this
provision of our certificate of incorporation, as amended, is to eliminate our
right and those of our shareholders (through shareholders' derivative suits on
our behalf) to recover damages against a director or officer for breach of the
fiduciary duty of care as a director or officer (including breaches resulting
from negligent or grossly negligent behavior), except under certain situations
defined by statute. We believe that the indemnification provisions in our
certificate of incorporation, as amended, are necessary to attract and retain
qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, or the "Securities Act," may be permitted to our
directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the
Securities and Exchange 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, we 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.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit Number Description
-------------- -----------
4 Amended and Restated 2004 Directors, Officers and Consultants
Stock Option, Stock Warrant and Stock Award Plan
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Hein & Associates LLP, Independent Certified Public
Accountants.
23.2 Consent of The Business Law Group (Included in Exhibit 5).
4
ITEM 9. Undertakings
1. The Registrant hereby undertakes:
(a) 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 formation set
forth in the 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;
(b) 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
bonafide offering thereof.
(c) 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.
2. The 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 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 statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
5
SIGNATURES
THE REGISTRANT: 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 Salt Lake City, Utah on the 29th day of November, 2005.
ENDAVO MEDIA AND COMMUNICATIONS, INC.
By:
--------------------------------------------
Paul D. Hamm, President
and Principal Executive Officer
By:
--------------------------------------------
Paul D. Hamm, Chief Financial Officer
Principal Accounting Officer and Principal Financial Officer
THE PLAN: Pursuant to the requirements of the Securities Act of 1933, the
Board of Directors who administer the Amended and Restated 2004 Directors,
Officers and Consultants Stock Option, Stock Warrant and Stock Award Plan have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Salt Lake City, Utah on the 29th day
of November, 2005.
/s/ /s/
------------------------ -----------------------
Paul D. Hamm, Director Mark Hewitt, Director
/s/
-----------------------
Jerry Dunlap, Director
6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENDAVO MEDIA AND COMMUNICATIONS, INC.
(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4 Amended and Restated 2004 Directors, Officers and Consultants
Stock Option, Stock Warrant and Stock Award Plan.
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Hein & Associates LLP, Independent Certified Public
Accountants.
23.2 Consent of The Business Law Group (Included in Exhibit 5).
7