SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
M.B.A. Holdings, Inc.
---------------------
(Exact name of Registrant as specified in its charter)
Nevada 87-0522680
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(State of Incorporation) (I.R.S. Employer ID No.)
9419 E San Salvador, Suite 105, Scottsdale, AZ 85258
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(Address of Principal Offices)
M.B.A. HOLDINGS, INC.
EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
&
M.B.A. HOLDINGS, INC.
NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004
(Full Title of the Plans)
Gaylen M. Brotherson
M.B.A. Holdings, Inc.
9419 E. San Salvador, Suite 105
Scottsdale, AZ 85258
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(Name and address of Agent for Service)
(480) 860-2288
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(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
---------------- ---------- --------- ---------- ------------
Common Stock (1) 18,000,000 $0.15 (3) $2,700,000 $540.00
Common Stock (2) 2,000,000 $0.15 (4) $ 300,000 $ 60.00
(1) Issuable upon the exercise of Options granted pursuant to the Employee Stock
Incentive Plan For The Year 2004
(2) Issuable upon the exercise of Options granted pursuant to the Non-Employee
Directors and Consultants Retainer Stock Plan For The Year 2004.
(3) Estimated price in accordance with Rule 457(h) and Rule 457(c) and based
upon the average of the high and low prices for the Company's Class A common
stock as of April 7, 2004.
(4) Priced in accordance with Rule 457(h) and Rule 457(c) at the $0.15 exercise
price for each of these options.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the M.B.A. Holdings, Inc.
2004 Employee Stock Incentive Plan and the 2004 Non-Employee Directors and
Consultants Retainer Stock Plan, which are being filed as part of this
Registration Statement (the "Registration Statement") and documents incorporated
by reference in response to Item 3 of Part II of this Registration Statement,
which taken together constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933 (the "Securities Act") will be sent
or given to participants by the Registrant as specified by Rule 428(b)(1) of the
Securities Act.
The Company reserves the right to allow MBA Holdings, Inc. to amend the
allocation of shares of Employees and Non-Employees Common Stock.
Any Forward or Reverse Split of the Shares of the Companies Common Stock does
not change the number of Shares in this S-8 Registration.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to participants a written
statement advising them of the availability without charge, upon written or oral
request, of documents incorporated by reference in Item 3 of Part II hereof and
of documents required to be delivered pursuant to Rule 428(b) under the
Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 2003.
(b) The Registrant's Quarterly Report on Form 10-Q for the period ended January
31, 2004.
(c) The description of our Common Stock, no par value, stated value $0.0001 per
share set forth in our registration statement on Form 10/A filed with the SEC on
November 19, 1999, and any subsequent amendment or report filed for the purpose
of updating this description.
(d) All other documents filed by Registrant after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, (the Exchange Act) since the end of the fiscal year covered by the
annual report referred to in (a) above.
Item 4. Description of Securities: Not applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation and Bylaws and the laws of the State
of Arizona provide for indemnification of directors and officers of the
Registrant who are indemnified generally against expenses actually and
reasonably incurred in connection with proceedings, whether civil or criminal,
provided that it is determined that they acted in good faith, were not found
guilty, and, in any criminal matter, had reasonable cause to believe that their
conduct was not unlawful.
Other than as set forth below, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the issuer or
was a promoter, underwriter, voting trustee, director, officer or employee of
the Registrant.
Item 7. Exemption from Registration Claimed: Not applicable.
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Item 8. Exhibits.
EXHIBIT INDEX
Exhibit Page or
Number Description Method of Filing
4.1 M.B.A. Holdings, Inc. Filed herewith
2004 Employee Stock Incentive
Plan
4.2 M.B.A. Holdings, Inc. Filed herewith
Non-Employee Directors and
Consultants Retainer Stock Plan
4.3 M.B.A. Holdings, Inc. Filed herewith
Incentive Stock Option Agreement
4.4 M.B.A. Holdings, Inc. Filed herewith
Non-Statutory Stock Option Agreement
5 Opinion rendered by Michael Hair, Filed herewith
Counsel for the Registrant
(including consent)
23.1 Consent of Semple & Cooper, LLP Filed herewith
23.2 Consent of Counsel See Exhibit 5
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 the 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 in the Registration Statement;
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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
that are incorporated by reference into this 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 to the securities offered therein, and the offering of
such securities offered 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 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.
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(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 provisions described in Item 6, 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 that
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the 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 Scottsdale, State of Arizona, on this 7th day of
April, 2004.
M.B.A. HOLDINGS, INC.
By: /s/ Gaylen M. Brotherson
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Gaylen M. Brotherson, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated.
NAME TITLE DATE
/s/ Gaylen M. Brotherson Chairman of the Board &
-------------------------- Chief Executive Officer April 7, 2004
Gaylen M. Brotherson
/s/ Judy K Brotherson Secretary & Director
-------------------------- April 7, 2004
Judy K. Brotherson
/s/ Edward E. Wilczewski Director
-------------------------- April 7, 2004
Edward E. Wilczewski
/s/ Michael Brady Director
-------------------------- April 7, 2004
Michael Brady
/s/ Shelly Beesley Director
-------------------------- April 7, 2004
Shelly Beesley
/s/ Andrew Gay Director
-------------------------- April 7, 2004
Andrew Gay