As filed with the Securities and Exchange Commission on February 13, 2004
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Rogers & Theobald LLP
2425 East Camelback Road, Suite 850
Phoenix, AZ 85016
(Name and Address of Agent for Service)
(602) 852-5567
(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(1) OFFERING AGGREGATE OFFERING REGISTRATION
PRICE PER SHARE(2) PRICE(2) FEE
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Common Stock, 2,000,000 $ 3.785 $ 7,570,000 $ 959.12
..001 Par Value
(2003 Stock Plan)
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(1) Represents additional 2,000,000 shares of common stock issuable pursuant to
the Registrant's 2003 Stock Plan. 3,000,000 shares of common stock issuable
pursuant to the 2003 Stock Plan were previously registered pursuant to the
Registrant's Statement on Form S-8, File Number 333-107721, filed on August
7, 2003. In the event of a tock split, stock dividend or similar
transaction involving the Registrant's common stock, in order to prevent
dilution, the number of shares registered shall be automatically increased
to cover the additional shares in accordance with Rule 416(a) under the
Securities Act of 1933.
(2) 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 February 12,
2004.
INTRODUCTION
This Registration Statement on Form S-8 is filed by YP.Net, Inc., a Nevada
corporation (the "Registrant"), relating to 2,000,000 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
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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This Registration Statement also relates to the Form S-8 Registration
Statement File No. 333-107721, filed on August 7, 2003, the contents of which
are incorporated herein by reference pursuant to General Instruction E to Form
S-8. Under such Registration Statement, the Registrant registered 3,000,000
shares of common stock for issuance under the YP.Net, Inc. 2003 Stock Plan. The
Registration Statement reflects the amendment to the 2003 Stock Plan increasing
the number of shares authorized thereunder from 3,000,000 to 5,000,000.
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. The Registrant's most recent Annual Report on Form 10-KSB for the
fiscal year ended September 30, 2003 and filed with the SEC on
December 31, 2003.
2. An amendment to the Registrant's most recent Annual Report on Form
10-KSB/A for the fiscal year ended September 30, 2003 and filed with
the SEC on January 31, 2004.
3. All other reports or documents filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, since the end of the fiscal year covered by the Annual Report
on Form 10-KSB referenced to above.
4. 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 Bylaws 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:
(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
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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 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 February 13, 2004.
YP.NET, INC.
By: /s/ Angelo Tullo
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Angelo Tullo
Chairman, President and Chief Executive Officer
Signature Title Date
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/s/ Angelo Tullo
-------------------------- Chairman, President and Chief Executive February 13, 2004
Officer (Principal Executive Officer)
Angelo Tullo
/s/ David J. Iannini
-------------------------- Chief Financial Officer (Principal February 13, 2004
Financial and Accounting Officer)
David J. Iannini
/s/ DeVal Johnson
-------------------------- Director and Secretary February 13, 2004
DeVal Johnson
/s/ Gregory B. Crane
-------------------------- Director February 13, 2004
Gregory B. Crane
/s/ Daniel L. Coury, Sr.
-------------------------- Director February 13, 2004
Daniel L. Coury, Sr.
/s/ Peter Bergmann
-------------------------- Director February 13, 2004
Peter Bergmann
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Rogers & Theobald L.L.P.
23.1 Consent of Rogers & Theobald L.L.P. (included in Exhibit 5.1)
23.2 Consent of Epstein, Weber & Conover, P.L.C.
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 Date
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Number Description Previously Filed as Exhibit File Number Previously
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Filed
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4.1 Certificate of Restated Articles of Incorporation of Exhibit 3.1 to the Registrant's 000-24217 5/6/98
Renaissance International Group, Ltd. Registration Statement on Form
10SB12G
Certificate of Amendment to the Articles of Exhibit 3.2 to the Registrant's 000-24217 9/19/00
Incorporation of Renaissance International Group, Annual Report on Form 10-KSB
4.2 Ltd. changing the name of the corporation to RIGL for the fiscal year ended
Corporation and increasing the authorized shares of September 30, 1999
common stock, par value $.001 per share
Restated Articles of Incorporation of RIGL Exhibit 3.3 to the Registrant's 000-24217 12/31/03
4.3 Corporation creating Series B Convertible Annual Report on Form 10-KSB
Preferred Stock for the fiscal year ended
September 30, 2003
Certificate of Amendment to the Articles of Exhibit 3.4 to the Registrant's 000-24217 12/31/03
4.4 Incorporation of RIGL Corporation changing the Annual Report on Form 10-KSB
name of the corporation to YP.Net, Inc. for the fiscal year ended
September 30, 2003
Certificate of Amendment to the Articles of Exhibit 4.1(a) to the Registrant's 333-107721 8/7/03
Incorporation of YP.Net, Inc. increasing the Registration Statement on Form
4.5 authorized shares of capital stock, par value $.001 S-8
per share and creating the Series C and Series D
Preferred Stock
Exhibit 3.7 to Amendment No. 2 000-24217 7/8/03
4.6 Certificate of Designation creating the Series E to the Registrant's Annual Report
Convertible Preferred Stock on Form 10-KSB/A for the fiscal
year ended September 30, 2002
Exhibit 3.2 to the Registrant's 000-24217 5/6/98
4.7 By-laws of Renaissance International Group, Ltd. Registration Statement on Form
10SB12G
Exhibit 3.6 to the Registrant's 000-24217 9/19/00
4.8 Amended By-laws Annual Report on Form 10-KSB
for the fiscal year ended
September 30, 1999
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