UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
000-28481
----------------------
Commission File Number
ICONET, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 86-0891931
----------------------- -----------------------------------
(State of organization) (I.R.S. Employer Identification No.)
8 Gaucho Drive
Rolling Hills Estates, CA
90274
----------------------------------------
(Address of principal executive offices)
(416) 682-9255
-----------------------------------------------
Company's telephone number, including area code
Consultant Compensation Plan
-----------------------------
(Full Title Of The Plan)
Randy Miller, President
8 Gaucho Drive
Rolling Hills Estates, CA 90274
----------------------------------
(Name And Address Of Agent For Service)
(416) 682-9255
------------------
(Telephone Number, Including Area Code, Of Agent For Service)
Calculation Of Registration Fee
Title of Proposed Proposed Amount of
Securities Amount Maximum Maximum Registration
To be to be Offering Aggregate Fee
Registered Registered Price Per Offering
Share Price
------------------------------------------------------------------------
Common Stock, 2,550,000 $ .16 $408,000.00 $ 102.00
.001 Par Value
1
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
(A) GENERAL PLAN INFORMATION
(1) THE PLAN IS TO BE ENTITLED "THE CONSULTANT COMPENSATION PLAN" AND IS
TO BE OFFERED BY ICONET, INC. (HEREINAFTER "REGISTRANT").
(2) THE GENERAL NATURE AND PURPOSE IS TO COMPENSATE THE FOLLOWING
CONSULTANTS (HEREINAFTER CONSULTANTS) FOR SERVICES
RENDERED TO REGISTRANT, NONE OF WHICH SERVICES RELATE TO THE OFFER OR
SALE OF SECURITIES IN A CAPITAL RAISING TRANSACTION OR THE DIRECT OR
INDIRECT PROMOTION OR MAINTENANCE OF A MARKET FOR THE REGISTRANT'S
SECURITIES:
(A) HEINRICH IX PRINZ REUSS 2,000,000 SHARES
Frankfurter Landstr. 44
61440 Oberursel
Deutschland
SERVICES PROVIDED INCLUDE ASSISTING THE REGISTRANT IN IDENTIFYING
ACQUISITION TARGETS AND IN STRUCTURING POSSIBLE MERGERS/ACQUISITIONS
TO EXPAND REGISTRANT'S BUSINESS OPERATIONS AND PROVIDE GENERAL
BUSINESS CONSULTING SERVICES TO REGISTRANT.
(B) ROBERT GOVE 50,000 SHARES
8 Gaucho Drive
Rolling Hills Estates, CA 90274
SERVICES PROVIDED INCLUDE ASSISTING THE REGISTRANT IN IDENTIFYING
ACQUISITION TARGETS AND IN STRUCTURING POSSIBLE MERGERS/ACQUISITIONS
TO EXPAND REGISTRANT'S BUSINESS OPERATIONS AND PROVIDE GENERAL
BUSINESS CONSULTING SERVICES TO REGISTRANT.
THE TERM OF THE TWO ABOVE-REFERENCED CONSULTING AGREEMENTS IS SIX (6)
MONTHS FROM THE DATE OF THE AGREEMENT, NOVEMBER 18, 2002, UNLESS EXTENDED
BY MUTUAL AGREEMENT OF THE PARTIES OR PREVIOUSLY TERMINATED. THIS IS
CONTEMPLATED TO BE A ONE-TIME TRANSFER OF REGISTRANT'S SECURITIES TO
CONSULTANTS. THERE ARE NO PROVISIONS FOR MODIFICATION, EARLY TERMINATION,
OR EXTENSION CURRENTLY BEING CONTEMPLATED.
(C) MICHAEL J. MORRISON 500,000 SHARES
1495 RIDGEVIEW DRIVE, SUITE 220
RENO, NV 89509
SERVICES PROVIDED INCLUDED GENERAL CORPORATE LEGAL SERVICES,
NEGOTIATION AND PREPARATION OF CONTRACTS AND DOCUMENTS, AND SECURITIES
COUNSELLING, INCLUDING ASSISTANCE IN PREPARATION OF SEC FILINGS UNDER
THE SECURITIES EXCHANGE ACT OF 1934.
THE LEGAL SERVICES CONTEMPLATED UNDER THE PLAN HAVE ALL BEEN FULLY
PERFORMED.
(3) THE PLAN IS NOT, UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO
ANY PROVISIONS OF ERISA.
(4) CONTACT INFORMATION: RANDY MILLER, PRESIDENT OF REGISTRANT, 8 GAUCHO
DRIVE ROLLING HILLS ESTATES, CA 90274; TELEPHONE: (416) 682-9255.
2
(B) SECURITIES TO BE OFFERED
(1) A TOTAL OF 2,550,000 SHARES OF REGISTRANT'S COMMON STOCK WILL BE
OFFERED.
(2) NOT APPLICABLE
(C) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN: THE CONSULTANT LISTED IN
NO. 2 ABOVE IS THE ONLY ELIGIBLE PARTICIPANT IN THIS PLAN.
(D) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED:
(1) CONSULTANTS SHALL HAVE SHARES ISSUED TO THEM AS FULL
CONSIDERATION FOR THE REFERENCED SERVICES.
(2) CONSULTANTS SHALL BE DEEMED TO HAVE PAID IN FULL FOR THE SHARES
AS COMPENSATION FOR THE CONSULTING SERVICES UNDER REGISTRANT'S
CONSULTING SERVICES PLAN.
(3) CONSULTANTS ARE PERMITTED TO RECEIVE A TOTAL OF 2,550,000 SHARES.
(4) NOT APPLICABLE
(5) NOT APPLICABLE
(6) THE SECURITIES WILL BE ISSUED DIRECTLY FROM REGISTRANT'S
TREASURY; NO FEES, COMMISSIONS OR OTHER CHARGES WILL BE
PAID.
(E) RESALE RESTRICTIONS: NO RESTRICTIONS ON RESALE ARE CURRENTLY
CONTEMPLATED.
(F) TAX EFFECTS OF PLAN PARTICIPATION: CONSULTANTS WILL REALIZE INCOME
WHEN THEY RECEIVES THE SHARES, BASED ON THEIR AGREEMENT WITH
REGISTRANT, AND MAY REALIZE A GAIN WHEN THEY SELL THE SHARES, BASED ON
THE SALE PRICE THEY RECEIVE VERSUS THE PURCHASE PRICE. REGISTRANT DOES
NOT FORESEE A TAX CONSEQUENCE FOR ITSELF. THE PLAN DOES NOT, TO THE
BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(A) OF THE
INTERNAL REVENUE CODE.
(G) INVESTMENT OF FUNDS: THERE WILL BE NO FUNDS RECEIVED.
(H) WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
(1) NO WITHDRAWAL OR TERMINATION TERMS ARE CURRENTLY CONTEMPLATED.
(2) NO ASSIGNMENT OR HYPOTHECATION TERMS ARE CURRENTLY CONTEMPLATED,
BUT REGISTRANT WILL PERMIT AN ASSIGNMENT OF THE INTERESTS IF
CONSULTANTS CHOOSES TO ASSIGN THEIR INTEREST TO A THIRD PARTY.
(3) NOT APPLICABLE
(I) FORFEITURES AND PENALTIES: THERE IS NO CURRENTLY CONTEMPLATED
FORFEITURE OR PENALTY EVENT.
(J) CHARGES, DEDUCTIONS AND LIENS THEREOF
(1) THERE ARE NO CHARGES OR DEDUCTIONS CURRENTLY CONTEMPLATED.
(2) THERE ARE NO CREATION OF LIEN TERMS CURRENTLY CONTEMPLATED.
(3) NOT APPLICABLE
3
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
REGISTRANT PLANS TO IMMEDIATELY FORWARD A COPY OF THIS FORM AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE TO CONSULTANTS UPON THE FILING OF THIS
FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(A) THE FORM 10-K REPORT FILED BY REGISTRANT FOR THE YEAR ENDING DECEMBER
31, 2001 IS HEREBY INCORPORATED BY REFERENCE.
(B) THE 10-Q REPORTS FILED BY REGISTRANT FOR THE FISCAL QUARTERS ENDING
SEPTEMBER 30, 2002, MARCH 31, 2002 AND JUNE 30, 2002, AND THE FORMS
8-K FILED JUNE 14, 2002 AND JUNE 17, 2002, ARE HEREBY INCORPORATED BY
REFERENCE.
(C) NOT APPLICABLE
IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO
SECTIONS 13(A), 13(C), 14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934,
IF ANY, ARE INCORPORATED BY REFERENCE.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
REGISTRANT'S COUNSEL, MICHAEL J. MORRISON, 1495 RIDGEVIEW DRIVE, SUITE 220,
RENO, NV 89509, IS RECEIVING 500,000 SHARES UNDER THIS REGISTRATION. THERE
ARE NO OTHER RELEVANT INTERESTS OF EXPERT OR COUNSEL IN THIS FORM THAT
REQUIRE DISCLOSURE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
REGISTRANT'S CHARTER GENERALLY INDEMNIFIES A DIRECTOR OR AN OFFICER AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
NO EXEMPTION FROM REGISTRATION IS HEREBY CLAIMED SINCE THERE IS NO
REOFFERING OR RESALE OF RESTRICTED SECURITIES INVOLVED.
ITEM 8. EXHIBITS
EXHIBIT 5 - OPINION OF LEGAL COUNSEL
EXHIBIT 15 - LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL (SEE EXHIBITS 5 AND 15)
4
ITEM 9. UNDERTAKINGS
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") 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 SECURITIES ACT
AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT THAT A CLAIM FOR
INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER THAN THE PAYMENT BY
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,
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 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.
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 TORONTO, CANADA, ON November 22,
2002.
ICONET, INC.,
A NEVADA CORPORATION
BY: /s/ RANDY MILLER
------------------------------
RANDY MILLER, PRESIDENT
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.
/s/ RANDY MILLER
------------------------------
RANDY MILLER, PRESIDENT
DATE: November 22, 2002