As filed with the Securities and Exchange Commission on July____, 2002 Reg No 33
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
ACCESS POWER, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3420985
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10033 Sawgrass Drive West, Suite 100, Ponte Vedra Beach, FL 32082
(904) 273-2980
(Address of principal executive offices)
________________________________________________
ADVISORY AND CONSULTING AGREEMENTS
(Full title of plan)
Barry Clark
Michael Corrigan
________________________________
Glenn Smith
CEO
10033 Sawgrass Drive West, Suite 100
Ponte Vedra Beach, FL 32082
(Name and address of agent for service)
(904) 273-2980
(Telephone number, including area code of agent for service)
Copy to:
The Baum Law Firm
Mark L. Baum, Esq.
City National Bank Building
4274 Executive Square
Second Floor, Suite 210
La Jolla, California 92037
(858) 523-1112
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered Registered (1) per share (2) Price Registration fee
-------------------- ----------------- ------------------ ------------------- -----------------
Common Stock
(no par value) . . . 8,835,000 $ .01 $ 88,350.00 $ 22.09
-------------------- ----------------- ------------------ ------------------- -----------------
(1) Represents 5,835,000 shares of Common Stock to be issued to an attorney with
The Baum Law Firm as compensation for services rendered by The Baum Law Firm
pursuant to a fee agreement, and 3,000,000 shares underlying options being
granted to consultants.
(2) 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.
PART I
The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). Such documents are not being filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. Such documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II hereof, 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 filed by Access Power, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") (SEC File Number
333-65069) are incorporated by reference herein, except to the extent that any
statement or information therein is modified, superceded or replaced by a
statement or information contained in any other subsequently filed document
incorporate herein by reference:
(a) the Company's annual report on Form 10K-SB for the fiscal year ended
December 31, 2001 filed on April 1, 2002;
(b) 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
Mark L. Baum, Esq., does consulting work for Access Power from time to time.
In this Registration Statement, 5,835,000 shares of Common Stock is being
Issued Michael Corrigan, an attorney with The Baum Law Firm as compensation for
services rendered by The Baum Law Firm ("TBLF") pursuant to Annual Legal Fee
Services Agreement ("Fee Agreement").
The Fee Agreement was executed by the Company on July 8, 2002. The Fee
Agreement calls for The Baum Law Firm to provide the Company with general
SEC-related legal services for one year. The Company will pay TBLF no less
than $7,500 per quarter ("Quarterly Fee") for legal services. The Quarterly Fee
is converted into the Company's common stock at the price of the common shares
at the time the Fee Agreement is executed ("Initial Conversion"). TBLF will be
paid its fees at the outset of each coming quarter, and if the price of the
stock is lower than at time of the Initial Conversion, the Company will provide
TBLF with additional compensation to make up for any shortfall in quarterly
billings. Additionally, TBLF will receive $5,000 in Company stock (based on the
Initial Conversion price) as a retainer.
Item 6. Indemnification of Directors and Officers
The Company's indemnification policy covering officers and directors, as
contained in the by-laws, provides that the Company may indemnify at its
officers or directors for costs reasonably incurred in connection with civil,
criminal, administrative and investigative proceedings. The Company may purchase
indemnification insurance for officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
Experts
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-KSB) for the year ended December 31, 2001
have been audited by Park, Tschopp, Whitcomb and Orr, certified public
accounts, as set forth in their report thereon included therein and
incorporated herein by reference. Reference is made to said report, which
includes explanatory paragraphs that describe the Company's ability to continue
as a going concern, discussed in the notes to the Company's Consolidated
Financial Statements. Such financial statements are incorporated herein in
reliance upon the reports of Park, Tschopp, Whitcomb, and Orr, pertaining to
such financial statements (to the extent filed with the Commission) given upon
the authority of such firm as experts in giving such reports.
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 9.
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 of 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 (1)(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 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.
(3) 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.
(b) 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 and 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
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.
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 San Diego, State of California on July 8, 2002.
Access Power, Inc.
By /s/ Glenn Smith
------------------------
Glenn Smith, CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Mark L. Baum, each of them acting individually as his
attorney-in-fact, each with full power of substitution and re-substitution, for
him in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with 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 connection
therewith 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 their
substitute or substitutes, 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 persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Glenn Smith CEO July 8, 2002
-----------------
Glenn Smith
INDEX TO EXHIBITS
Exhibit NO. Description
--- -----------
4.1 Consulting Agreement: Barry Clark
5.1 Opinion of Counsel, regarding the legality of
the securities registered hereunder.
23.1 Consent of Park, Tschopp, Whitcomb, and Orr, CPA.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
24 Power of Attorney (Contained within Signature Page)