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RAINWIRE PARTNERS INC /DE/
Form: S-8 Filing Date: 11/14/2000
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TYPE: S-8 OTHERDOC
SEQUENCE: 1
FILENAME: 0001.txt
DESCRIPTION: REGISTRATION STATEMENT
OTHERDOC AVAILABLE Series=0001.txt Ver="": Document is copied.
As filed with the Securities and Exchange
Commission on November 14, 2000.
REGISTRATION STATEMENT NO. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RAINWIRE PARTNERS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 57-0941152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
695 Pylant Street
Atlanta, GA 30306
(Address of Principal Executive Office, including Zip Code)
RAINWIRE PARTNERS, INC.
CONSULTING AGREEMENT
(Full Title of the Plans)
Bryan Johns, President and Chief Executive Officer
Rainwire Partners, Inc.
695 Pylant Street
Atlanta, GA 30306
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Robert E. Altenbach, Esq.
Kutak Rock
Suite 2100
225 Peachtree St., NE
Atlanta, Georgia 30303
(404) 222-4600
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of offering aggregate
securities to Amount to be price offering Amount of
be registered registered per unit price registration fee
--------------------------------------------------------------------------------
Common Stock,
$.001 par 480,000 $[ .0531 ] $[ 254,880.00 ] $[ 67.29 ]
value
--------------------------------------------------------------------------------
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein 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 Rainwire Partners, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999, filed with the Commission on April 10, 2000 (File
No. 000-23892);
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000, filed with the Commission on May 15, 2000;
(c) The Company's Quarterly Report on Form 10-QSB/A for the quarter ended
June 30, 2000, filed with the Commission on August 31, 2000;
(d) The Company's Current Report on Form 8-K dated August 4, 2000 filed
with the Commission on August 4, 2000;
(e) The Company's Current Report on Form 8-K/A dated September 22, 2000,
filed with the Commission on September 22, 2000.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
issued or which deregisters all securities offered then remaining unsold, shall
be deemed incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement, including
financial statements, contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts or Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation limits the
liability of Directors to the maximum extent permitted by Delaware law. Delaware
law provides that a corporation's articles of incorporation may contain a
provision eliminating or limiting the personal liability of directors for
monetary damages for breach of their fiduciary duties as Directors, except for
liability: (i) for any breach of their duty of loyalty to the company or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporate Law; or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Amended and Restated Certificate of Incorporation provides
that the Corporation shall, to the fullest extent permitted by the laws of the
State of Delaware, including, but not limited to Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Section or otherwise under Delaware law from and against
any and all of the expenses, liabilities or other matters referred to or covered
by said Section.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify its Directors, Officers, employees and agents to the fullest extent
permitted by law. The Company believes that indemnification under its Restated
Bylaws covers at least negligence and gross negligence on the part of
indemnified parties.
The Amended and Restated Bylaws provide that expenses incurred by a
Director or Officer of the Company in defending an action, suit or proceeding
may be paid by the Company in advance of final disposition of such action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf of
the Director or Officer to repay all such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company. Expenses
incurred by an employee or agent of the Company who is not a Director or Officer
in defending such action, suit or proceeding may be so paid by the Company upon,
such terms and conditions, if any, as the Board of Directors deems appropriate.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to Directors, Officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
With respect to the 480,000 shares of Common Stock originally issued to
Ronald A. Potts ("Consultant"), pursuant to the Consulting Agreement, dated as
of November 10, 2000, said shares were distributed to the Consultant in reliance
upon exemption from registration under the Securities Act pursuant to Section
4(2) thereof. The above-described transaction did not involve any public
offering.
Item 8. Consultants and Advisors.
Pursuant to the Consulting Agreement with Rainwire Partners, Inc., the
Consultant has received as compensation 480,000 shares of stock in Rainwire
Partners, Inc. Pursuant to this Registration Statement, 480,000 shares are being
registered for sale hereunder.
The Consultant has been hired to provide the following services to or on
behalf of Rainwire Partners, Inc.:
o Locating, negotiating and arranging a bank loan or credit line for the
Company;
o Locating additional directors and officers for the Company;
o Identification of potential acquisition targets and potential merger
partners that would further the business interests of Company; and
o Consultation with and advice to the directors and officers of the
Company.
Item 9. Exhibits.
4.1 Consulting Agreement for Ronald A. Potts
5.1 Opinion of Kutak Rock LLP
23.1 Consent of Welch, Roberts & Amburn, LLP
Item 10. Undertakings.
The Company hereby undertakes that it will:
(a) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information 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 twenty percent (20%) change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii)Include any additional or changed material information on the
plan of distribution;
provided, however, that the undertakings set forth in paragraph (i) and
(ii) above do not apply if 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 Company pursuant to Section
13(a) or 15(b) of the Exchange Act that are incorporated by reference in this
Registration Statement;
(b) For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering;
(c) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's Annual Report
pursuant to Section 13(a) or 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing 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 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 and will be governed by the final adjudication of such issue.
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 the City of Atlanta, State of Georgia, on November 10, 2000.
RAINWIRE PARTNERS, INC.
/s/ Bryan M. Johns
--------------
Bryan M. Johns
President and 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 and on the date indicated.
NAME TITLE DATE
/s/ Bryan M. Johns
------------------
Bryan M. Johns Director, President and November 10, 2000
Chief Executive Officer
/s/ Lynne Marchessault
----------------------
Lynne Marchessault Director November 10, 2000
/s/ W.H. Elliott, III
---------------------
W.H. Elliott, III Director, Vice President of November 10, 2000
Business Operations
TYPE: EX-4.1 OTHERDOC
SEQUENCE: 2
FILENAME: 0002.txt
DESCRIPTION: CONSULTING AGREEMENT FOR RONALD A. POTTS
OTHERDOC AVAILABLE Series=0002.txt Ver="": Document is copied.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT entered into as of this 10 day of November, 2000
between RAINWIRE PARTNERS, INC., a Delaware corporation (the "Company") and
RONALD A. POTTS ("Consultant").
WHEREAS, The Catapult Group, Inc., a predecessor to the Company, and the
Consultant had previously entered into a consulting agreement in June, 1999
whereby the Consultant would provide consulting services to The Catapult
Group, Inc.;
WHEREAS, the current consulting agreement with Consultant was designed to
meet the then current needs of The Catapult Group, Inc., and is set to expire in
June, 2001;
WHEREAS, the Company and the Consultant wish to expand the services to be
provided by Consultant and to extend the term of the original consulting
agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein, the parties agree as follows:
1. For a said period of One (1) Year beginning on November 10, 2000 (the
"Consulting Period") Consultant shall serve as a consultant to the Company on
matters pertaining to the locating of potential acquisition targets and
potential merger partners for Company that would further the business interests
of Company, the location, negotiation and arranging of a bank loan or credit
line for the Company, and the locating of additional directors or officers that
would enhance the current management of the Company. Consultant's services shall
include consultation with and advice to directors and officers of the Company.
2. During the Consulting Period, the Company shall be entitled to
Consultant's services for reasonable times when and to the extent requested by,
and subject to the direction of, the Chairman and Chief Executive Officer and
the Chief Financial Officer of the Company.
3. Consultant's services shall be rendered from his/her office, unless by
mutual agreement from time to time arrangements are made for those services to
be rendered elsewhere. Reasonable travel and living expenses necessarily
incurred by Consultant to render services at locations other than his/her office
shall be reimbursed by the Company promptly upon receipt of proper statements
with regard to the nature and amount of those expenses. Those statements shall
be furnished to the Company monthly at the end of each calendar month of the
Consulting Period during which any of those expenses are incurred.
4. Consultant shall have no authority to bind Company by or to any
obligation, agreement, promise or representation without first obtaining the
written approval of the Chief Executive Officer. Consultant shall not incur any
liability on behalf of Company or in any way represent or bind Company in any
manner or thing whatsoever and nothing herein shall be deemed to constitute
either party the agent or legal representative of the other. Consultant shall
not have the authority and shall not represent that he has authority to approve
check requests or to order, purchase or otherwise obtain any equipment,
supplies, services or other materials on behalf of Company.
5. In consideration of Consultant's entering into this Agreement, the
Company has agreed to issue to Consultant 480,000 shares of the Company's common
stock.
6. Consultant understands and agrees that Consultant is an independent
contractor rather than an employee or agent of Company. Consultant hereby
warrants and represents that he has all necessary licenses, visas, work permits
or other government approvals required to perform the Services.
7. Consultant shall be responsible for withholding, paying, and reporting
any and all required federal, state or local income, employment and other taxes
and charges. Consultant understands and agrees that Company will make no
deduction from payments to Consultant for federal or state tax withholdings,
social security, unemployment, workers' compensation or disability insurance.
8. Consultant understands and agrees it is not eligible for dental,
medical, disability, hospitalization, life insurance, vacation, travel benefits
and other employee welfare and benefit programs maintained by Company based on
the Services or otherwise. In addition, Consultant shall not be eligible to
participate in or accrue benefits under other programs which are available to
employees of Company.
9. Consultant agrees that he will not without the Company's consent
disclose to anyone any trade secrets of the Company or and confidential or
non-public information relating to the Company's business, operations or
prospects.
10. This Agreement may be terminated by Company or Consultant without cause
in their sole discretion by providing the other party with at least ninety (90)
calendar days' advance written notice (the "Notice Period"); provided that, if
Consultant shall choose to terminate this Agreement prior to the expiration of
its term, Consultant shall return to the Company 40,000 shares for each month
outside of the Notice Period remaining in the term of the Agreement.
11. It is understood and agreed by the parties that the services of
Consultant are unique and personal in nature and both Consultant and Company
shall not delegate or assign all or any portion of its required performance to
any other individual, firm or entity.
12. No waiver, amendment or modification of any provision of this Agreement
shall be effective unless in writing and signed by both parties. No failure or
delay by either party in exercising any right, power or remedy under this
Agreement shall operate as a waiver of any such right, power or remedy.
13. This Agreement shall be binding upon and inure to the benefit of the
heirs, successors, and assigns of the parties hereto.
14. Notices hereunder shall be given in writing and will be deemed to have
been given (a) on the date delivered in person, (b) on the date indicated on the
return receipt if mailed postage prepaid, by certified or registered U.S. mail,
with return receipt requested, (c) twenty-four (24) hours after transmittal by
facsimile, if sent by 5:00 p.m. Eastern Time, on a regular business day and
confirmation of receipt thereof is reflected or obtained, or (d) if sent by
overnight courier service, on the next business day after delivery to the
courier service (in time for and specifying next day delivery). In each case
such notices shall be sent to the address or facsimile number set forth below.
Either party may change such address by giving (15) days written notice to the
other party hereto.
If to Company: Rainwire Partners, Inc.
695 Pylant Street
Atlanta, GA 30306
Attention: Mr. Bryan M. Johns,
Chief Executive Officer
Telephone: (404) 892-1111
Facsimile: (404) 892-0630
If to Consultant: Mr. Ronald A. Potts
490 Regatta Bay Boulevard
Destin, FL 32541
Telephone: (865) 560-6308
Facsimile: (865) 470-0109
15. If any provision of this Agreement shall be held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of this
Agreement shall remain in full force and effect.
16. This Agreement and the Exhibits hereto constitute the entire Agreement
between the parties concerning the subject matter hereof and supersedes all
prior negotiations and discussions with respect to such subject matter. This
Agreement may be modified in writing only, signed by the parties hereto.
17. The remedies hereunder shall be cumulative and not alternatives; the
election of one remedy for a breach shall not preclude pursuit of other
remedies.
18. Whenever required by the context, references herein to the singular
shall include the plural and the masculine gender shall include the feminine
gender. For the purposes of this Agreement, unless the context clearly requires
otherwise, "or" is not exclusive and "including" shall mean "including, but not
limited to."
19. The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the interpretation of this
Agreement.
20. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
[Remainder of page intentionally left blank]
[Signature page to Consulting Agreement]
Agreed and Accepted to this
10th day of November, 2000. /s/ Ronald A. Potts
--------------------
Ronald A. Potts
By /s/ Bryan M. Johns
------------------
Name Bryan M. Johns
Title CEO
TYPE: EX-5.1 OTHERDOC
SEQUENCE: 3
FILENAME: 0003.txt
DESCRIPTION: OPINION OF KUTAK ROCK LLP
OTHERDOC AVAILABLE Series=0003.txt Ver="": Document is copied.
KUTAK ROCK LLP
SUITE 2100
Peachtree Center South Tower
225 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303-1731
404-222-4600
Facsimile 404-222-4654
November 14, 2000
Rainwire Partners, Inc.
695 Pylant Street
Atlanta, GA 30306
Gentlemen:
We have acted as counsel to Rainwire Partners, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
the offering of up to 480,000 shares of the Company's common stock, .001 par
value (the "Common Stock"), that may be issued pursuant to the shares of Common
Stock that may be issued pursuant to the Consulting Agreement dated as of
November 10 , 2000 (collectively, the "Shares"). In connection therewith, we
have examined such corporate records, certificates of public officials and other
documents and records as we have considered necessary or proper for the purpose
of this opinion.
This opinion is limited by, and is in accordance with, the January 1, 1992
edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to the legal considerations which
we deem relevant, we are of the opinion that the Shares covered by the
Registration Statement, which may be issued pursuant to the above-described
Consulting Agreement will, when issued, be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
/s/ Kutak Rock LLP
--------------
Kutak Rock LLP
TYPE: EX-23.1 OTHERDOC
SEQUENCE: 4
FILENAME: 0004.txt
DESCRIPTION: CONSENT OF AUDITORS
OTHERDOC AVAILABLE Series=0004.txt Ver="": Document is copied.
CONSENT OF WELCH, ROBERTS & AMBURN, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement
of Rainwire Partners, Inc. on Form S-8 of our report dated March 31, 2000
appearing in the Company's 10-KSB filed on April 10, 2000 (No. 0-23892) pursuant
to Rule 424(b) under the Securities Act of 1933.
/s/ WELCH, ROBERTS & AMBURN, LLP
----------------------------
WELCH, ROBERTS & AMBURN, LLP
Charleston, South Carolina
November 14, 2000
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