AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 2005
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TECHLABS, INC.
(Exact name of registration as specified in its charter)
Florida 65-0843965
(State or other jurisdiction (I.R.S.Employer or
incorporation or organization) Identification No.)
8905 Kingston Pike
Suite 307
Knoxville, Tennessee 37923
(Address of Principal Executive Offices) (Zip Code)
Compensation Agreement with Steven T. Dorrough
(Full Title of the Plan)
Jayme Dorrough
8905 Kingston Pike
Suite 307
Knoxville, Tennessee 37923
(Name and address of agent for service)
With a copy to:
David M. Glassberg, Esq.
Glassberg & Glassberg, P.A.
13615 South Dixie Highway
Suite 114-514
Miami, Florida 33176
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
maximum Proposed
Title of each class offering maximum Amount of
of securities Amount to be price per offering registration
to be registered registered share price fee
================================================================================
Common stock,
$.001 par value 60,000 $1.05 $63,000 $8.00
per share (1)
________________________________________________________________________________
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 (the "Securities
Act") based upon the closing bid and asked prices for the common stock
as reported on the OTC Bulletin Board on January 18, 2005
================================================================================
PROSPECTUS
TECHLABS, INC.
60,000 SHARES OF COMMON STOCK
This is an offering of common stock of Techlabs, Inc. All of the shares
are being offered by the selling stockholder listed in the section of this
prospectus entitled "Sales by Selling Stockholder." We will not receive any of
the proceeds from the sale of the shares.
For a description of the plan of distribution of the shares, please see
page 12 of this prospectus.
Our common stock is traded on the OTC Bulletin Board under the trading
symbol "TELA." On January 18, 2005 the last sale price for our common stock was
$1.05.
__________________________
INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS TO READ ABOUT RISKS OF
INVESTING IN OUR COMMON STOCK.
__________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is January 18, 2005
PROSPECTUS SUMMARY
This summary highlights important features of this offering and the
information included in this prospectus. This summary does not contain all of
the information that you should consider before investing in our common stock.
You should read the entire prospectus carefully, especially the risks of
investing in our common stock discussed under "Risk Factors." When used herein,
the terms "Techlabs," "we," "us," and "our" refers to Techlabs, Inc., a Florida
corporation, and its subsidiaries.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION
Certain statements in this prospectus contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to expand our current
operations and/or consummate a merger or business combination with an operating
entity, economic, political and market conditions and fluctuations, government
and industry regulation, interest rate risk, U.S. and global competition, and
other factors. Most of these factors are difficult to predict accurately and are
generally beyond our control. You should consider the areas of risk described in
connection with any forward-looking statements that may be made herein. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this prospectus. Readers should carefully
review this prospectus and all documents which are incorporated by reference
hereto. Except for our ongoing obligations to disclose material information
under the Federal securities laws, we undertake no obligation to release
publicly any revisions to any forward-looking statements, to report events or to
report the occurrence of unanticipated events. For any forward-looking
statements contained in any document, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
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OUR BUSINESS
OVERVIEW
We generate our revenues from fees earned by us from the rental of our
Starting Point.com email list, and from fees paid directly by customers of our
Siren Fountain of Youth Spa, an anti-aging day spa located in Stuart, Florida
which began operations in November 2004.
The Starting Point.com email list is derived from opt-ins to our
Starting Point web site located at www.stpt.com. This web site was designed to
offer a variety of web searching tools. Users can also perform targeted searches
utilizing Starting Point.com's database of directories and web sites that
include 13 distinct sections covering topics from investments to entertainment
to sports to weather and more, with each section having its own easy-to-use,
organized format. Starting Point is managed for us by a third party.
For the years ended December 31, 2002 and 2003 our sole customer was
ResponseBase, a third party direct marketing company. We were recently advised
by ResponseBase that they were exiting that segment of their business. We are
presently sourcing replacements for ResponseBase.
In addition to Starting Point, we also own Interplanner.com and
InternetChic Marketing. Neither of these web site properties are generating
revenues at this time. Interplanner.com was designed as a free online calendar
and personal information management (PIM) service that offered a comprehensive
set of features, including a personal calendar, group calendars, contact lists,
appointment entry and tracking, and task lists, as well as a variety of content.
Interplanner's original source code and documentation was developed for us by a
third party. We own all intellectual property rights associated with
Interplanner. InternetChic Marketing was a business-to-business marketing
solution provider focused on developing and implementing Internet marketing and
web site traffic building programs for Internet businesses and traditional brick
and mortar companies.
In November 2004, we opened the Siren Fountain of Youth Spa, a
3,000-s.f. anti-aging day spa located on the St. Lucie River in Stuart, Florida.
Our facility offers, on a day-use basis, hormone replacement therapies,
electro-magnetic therapy, and sexual enhancement therapies under medical
supervision. Additionally, the center's facility has a complete cosmetic and
therapeutic day spa specializing in body wraps and facials, with plans to add
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massage therapy and manicure and pedicure. In addition to the aforementioned spa
treatments and services, the facility also sells a variety of over-the-counter
diet supplements and vitamins, as well as skin care products, including the Skin
Fitness line of products.
OUR HISTORY
We were formed in the State of Florida in May 1998 under the name
Coordinated Physician Services, Inc. to organize and operate primary care
physician networks for managed medical care organizations. In February 1999 we
abandoned this business due to excessive competition, changed our name to
Techlabs, Inc. and embarked on a business strategy of a developer and incubator
of start-up and emerging Internet companies and businesses.
COMPETITION
We compete with a vast number of companies in the collection and rental
of targeted opt-in email addresses. This business segment is intensely
competitive and rapidly changing and has proven to be a very difficult business
model. Many of our current and potential competitors have greater name
recognition, longer operating histories, larger customer bases and significantly
greater financial, technical, marketing, public relations, sales, distribution
and other resources. Some of our potential competitors are among the largest and
most well-capitalized companies in the world. Because of our small size, we
cannot assure you that we will ever compete effectively in our market segment.
We compete with a significant number of competitors in the day spa
business segment in the South Florida marketplace, including several located
within close proximity to the Stuart, Florida area. Such locations include
stand-alone day spas, as well as day spas located within health, beauty and
fitness facilities, and within resorts and hotels. This business segment is
becoming highly competitive with other local facilities offering substantially
all, if not a greater number of the treatments and services that are offered at
our facility. Given that our facility is relatively new in the marketplace, many
of our current and potential competitors may have greater name recognition,
longer operating histories, larger customer bases and significantly greater
financial, technical, marketing, public relations, sales, distribution and other
resources. Because of our small size and status as a recent start-up, we cannot
assure you that we will ever compete effectively in our market segment.
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INTELLECTUAL PROPERTY
We rely upon a combination of trade secret, copyright and trademark
laws to protect our intellectual property. Except where we have granted third
parties contractual rights to use our intellectual property, we limit access to,
and distribution of, and other proprietary information. However, the steps we
take to protect our intellectual property may not be adequate to deter
misappropriation of our proprietary information. In general, there can be no
assurance that our efforts to protect our intellectual property rights through
copyright, trademark and trade secret laws will be effective to prevent
misappropriation of our intellectual property. Our failure or inability to
protect our proprietary rights could materially adversely affect our business,
financial condition and results of operations. We have also obtained the right
to the Internet addresses www.stpt.com. As with phone numbers, we do not have
and cannot acquire any property rights in an Internet address. We do not expect
to lose the ability to use the Internet address; however, there can be no
assurance in this regard and the loss of these addresses may have a material
adverse affect on our ability to license the related products and services.
EMPLOYEES
As of September 30, 2004 we had one part-time employee, Jayme Dorrough
our sole officer and director. As of December 31, 2004, our day spa operation
had 3 full-time employees.
WHERE TO CONTACT US
Our offices are at 8905 Kingston Pike, Suite 307, Knoxville, Tennessee
37923, and our telephone number is 215-368-6344.
RISK FACTORS
An investment in our common stock involves a significant degree of
risk. You should not invest in our common stock unless you can afford to lose
your entire investment. You should consider carefully the following risk factors
and other information in this prospectus before deciding to invest in our common
stock.
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WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT. WE DO NOT
ANTICIPATE THAT WE WILL REPORT ANY SUBSTANTIAL REVENUES OR A PROFIT IN THE
FORESEEABLE FUTURE.
For the nine months ended September 30, 2004 we did not report any
revenues. We reported a net loss of $270,379 for the nine months ended September
30, 2004, and at September 30, 2004 we had an accumulated deficit of $8,258,781.
Subsequent to September 30, 2004 we expanded our operations to include day spa
services. While these operations have generated limited revenues through
December 31, 2004, because this expansion occurred during the fourth quarter of
fiscal 2004 we have yet to report results from these operations as of the date
hereof. While a significant portion of our accumulated losses from inception
through September 30, 2004 are non-cash, we have never generated sufficient
revenues to offset our operating costs. We are dependent upon our recently
commenced day spa operations for our revenues and to provide sufficient working
capital. These operations are subject to all the risks inherent in a new
business and we are unable to predict if these operations will generate
sufficient revenue to meet our operating expenses in future periods. Our
principal stockholder has historically advanced certain funds to us to pay our
expenses, and we believe that it will continue to pay these expenses for us
until such time as we are able to generate sufficient revenues from our own
operations. As a result of the uncertainty surrounding our revenues in the near
future, you should not purchase shares of our common stock based upon our
historical operations or financial results.
THE DAY SPA MARKET SEGMENT IS HIGHLY COMPETITIVE, AND IF WE ARE UNABLE
TO COMPETE EFFECTIVELY IT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS,
PROSPECTS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
We believe the day spa market segment is highly competitive and at
times changes rapidly due to consumer preferences and industry trends. We
compete primarily with local companies, some of whom have significantly greater
resources than we have.
CONSUMERS MAY REDUCE DISCRETIONARY PURCHASES OF OUR SPA TREATMENTS AND
SERVICES AS A RESULT OF A GENERAL ECONOMIC DOWNTURN.
We believe that consumer spending on day-spa treatments and services is
influenced by general economic conditions and the availability of discretionary
income. Accordingly, we may experience sustained periods of declines in sales
during economic downturns, or in the event of terrorism or diseases affecting
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customers purchasing patterns. In addition, a general economic downturn may
result in reduced traffic in our day-spa, which may, in turn, result in reduced
net sales of over-the counter products to our customers. Any resulting material
reduction in our sales could have a material adverse effect on our business,
prospects, results of operations and financial condition.
WE DEPEND ON THIRD PARTIES FOR THE MANUFACTURE AND DELIVERY OF PRODUCTS
SOLD AT OUR DAY SPA.
We do not own or operate any significant manufacturing facilities with
respect to over-the counter diet supplements and vitamins or skin care products.
We currently obtain these products from a limited number of manufacturers and
other suppliers. If we were to experience delays in the delivery of the products
or if these suppliers were unable to supply product, our customer relationships,
revenues and earnings could suffer.
WE DEPEND ON OUR ABILITY TO HIRE AND RETAIN QUALIFIED PERSONNEL AT OUR
DAY SPAS.
We believe the success of our day spa businesses also depends on our
ability to hire and retain the services of qualified personnel. We cannot assure
you that a sufficient number of highly qualified personnel will be available to
us.
OUR DAY SPA BUSINESS OPERATIONS MAY BE SUBJECT TO APPLICABLE LOCAL AND
STATE REGULATIONS, INCLUDING LICENSING OF CERTAIN PERSONNEL.
Our day spa operations may be subject to applicable regulations in the
locations where such operations are conducted. These regulations could adversely
affect our ability to sell, or could increase the cost of, our services and
products. Among other things, local and state licensing requirements for certain
personnel could impede our ability to provide certain services.
PRODUCT LIABILITY AND OTHER POTENTIAL CLAIMS COULD ADVERSELY AFFECT US.
The nature and use of our day spa products and services could give rise
to product liability or other claims if a customer were injured while receiving
one of our services or suffered adverse reactions following the use of our
products. Adverse reactions could be caused by various factors beyond our
control, including hypoallergenic sensitivity and the possibility of malicious
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tampering with our products. If any of these events occurred, we could incur
substantial litigation expense, receive adverse publicity and suffer a loss of
sales, and, therefore, our business, results of operations and financial
condition could be materially, adversely
WE ARE DEPENDENT UPON OUR PRINCIPAL STOCKHOLDER FOR INTERIM CAPITAL.
We have no working capital with which to meet our cash needs, including
the costs of compliance with the continuing reporting requirements of the
Securities Exchange Act of 1934, as amended. Our principal stockholder has
agreed to advance any funds necessary to insure that we are able to meet our
reporting obligations under the Securities Exchange Act of 1934. However,
Yucatan has not agreed in writing to provide these funds and can only do so to
the extent that it has available funds. No commitments to provide additional
funds have been made by other stockholders or third parties. Accordingly, there
can be no assurances that any funds will be available to us to allow it to cover
our expenses. If we were unable to continue to meet our reporting requirements
under the Securities Exchange Act of 1934, our common stock would be delisted
from the OTCBB and there would be no market for our securities.
WE WILL NEED TO RAISE ADDITIONAL CAPITAL.
We will be required to raise additional working capital to fund the
operations of our day spa business. It has been very difficult for small
companies to raise working capital in the past few years, and we cannot
anticipate if the funding environment in the U.S. or aboard will improve during
2005 and beyond. Accordingly, we cannot offer any assurances that if we should
need additional capital that it will be available to us on terms and conditions
which are reasonably acceptable, if at all. Depending upon the financial
condition of our ultimate merger or business combination partner, the lack of
sufficient working capital could materially and adversely affect any revenues we
may be able to generate in future periods.
OUR COMMON STOCK IS CURRENTLY QUOTED ON THE OTCBB, BUT TRADING IN OUR
STOCK IS LIMITED.
The market for our common stock is extremely limited, and we do not
anticipate that it there will be any increased liquidity in our common stock
until such time as we consummate a merger or business combination. Even if we
are successful in completing such a transaction, there are no assurances an
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active market for our common stock will ever develop. Accordingly, purchasers of
our common stock cannot be assured any liquidity in their investment.
BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED
ON THE OTC BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN
ADVERSELY EFFECT ITS LIQUIDITY.
If the trading price of our common stock remains less than $5.00 per
share, our common stock is considered a "penny stock," and trading in our common
stock is subject to the requirements of Rule 15g-9 under the Securities Exchange
Act of 1934. Under this rule, broker/dealers who recommend low-priced securities
to persons other than established customers and accredited investors must
satisfy special sales practice requirements. The broker/dealer must make an
individualized written suitability determination for the purchaser and receive
the purchaser's written consent prior to the transaction.
SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock," including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock market
and its associated risks. These requirements severely limit the liquidity of
securities in the secondary market because few broker or dealers are likely to
undertake these compliance activities. In addition to the applicability of the
penny stock rules, other risks associated with trading in penny stocks could
also be price fluctuations and the lack of a liquid market.
It is unlikely that our common stock will trade above $5.00 per share
in the foreseeable future, accordingly, any liquidity in the market will be
further hampered by the applicability of the Penny Stock Rules to trading in our
common stock.
PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR
PREVENT A TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.
Provisions of our articles of incorporation and bylaws may be deemed to
have anti-takeover effects, which include when and by whom special meetings of
our stockholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Florida Business Corporations
Act also may be deemed to have certain anti-takeover effects which include that
control of shares acquired in excess of certain specified thresholds will not
possess any voting rights unless these voting rights are approved by a majority
of a corporation's disinterested stockholders.
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In addition, our articles of incorporation authorize the issuance of
shares of preferred stock with such rights and preferences as may be determined
from time to time by our board of directors. Our board of directors may, without
stockholder approval, issue preferred stock with dividends, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of our common stock.
SALES BY THE SELLING STOCKHOLDER MAY CAUSE THE MARKET PRICE OF OUR
SHARES TO DECREASE.
It is possible that the selling stockholders will offer all of their
shares for sale. A sale by her of all or substantially all of their shares may
have a depressive effect on the market price of our common stock.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares offered
hereby.
AVAILABLE INFORMATION
We have filed with the SEC a registration statement on Form S-8. This
prospectus is part of the registration statement. It does not contain all of the
information set forth in the registration statement. For further information
about Techlabs, Inc. and our common stock, you should refer to the registration
statement. Statements contained in this prospectus as to the contents of any
contract or other document referred to in this prospectus are not necessarily
complete. Where a contract or other document is an exhibit to the registration
statement, each of you should review the provisions of the exhibit to which
reference is made. You may obtain these exhibits from the SEC as discussed
below.
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. These reports and the
registration statement of which this prospectus is a part, including all
exhibits, may be inspected without charge at the SEC's Public Reference Room at
450 Fifth Street, N.W. Washington, D.C. 20549. Copies of these materials may
also be obtained from the SEC's Public Reference upon the payment of prescribed
fees. You may obtain information on the operation of the Public Reference Room
9
by calling the SEC at 1-800-SEC-0330. In addition, registration statements and
other filings made with the SEC through its Electronic Data Gathering, Analysis
and Retrieval (EDGAR) system are publicly available through the SEC's site
located at http//www.sec.gov.
LEGAL MATTERS
The validity of the issuance of the securities offered hereby will be
passed upon for us by Glassberg & Glassberg, P.A., Miami, Florida.
EXPERTS
The financial statements of Techlabs, Inc. as of and for the year ended
December 31, 2003 incorporated by reference in this prospectus have been audited
by Webb & Company, P.A., independent registered public accounting firm, as
indicated in their report with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said report.
The financial statements of Techlabs, Inc. as of and for the year ended
December 31, 2002 incorporated by reference in this prospectus have been audited
by Dempsey Vantrease & Follis, PLLC, independent certified public accountants,
as indicated in their report with respect thereto, and are incorporated herein
in reliance upon the authority of said firm as experts in giving said report.
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PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. COMPENSATION AGREEMENT WITH STEVEN T. DORROUGH
The Company has retained Steven T. Dorrough to consult with it on the
business operations of potential transaction candidates with a view toward
increasing the revenues of the Company, including, but not limited to (i)
identify and initiate discussions on behalf of the Company with potential
transactions candidates, (ii) assist management in negotiation of letters of
intent and definitive purchase agreements with transactional candidates, and
(iii) such other services as requested by the Company reasonably related to the
foregoing.
As full and complete consideration for the performance of the Services,
the Company shall issue Dorrough 60,000 shares of the Company's common stock,
which is equal to $63,000 based upon the fair market value of the Company's
common stock as of the date hereof. Such shares shall be issued pursuant to the
Company's 1999 Stock Incentive Plan and, upon issuance, shall be fully paid,
duly issued and freely tradeable.
RESTRICTIONS UNDER FEDERAL SECURITIES LAWS
The sale of our common stock issuable pursuant to the Compensation
Agreement must be made in compliance with federal and state securities laws. Our
officers, directors and 10% or greater stockholders, as well as certain other
persons or parties who may be deemed to be "affiliates" of ours under federal
securities laws, are aware that resales by affiliates can only be made pursuant
to an effective registration statement, Rule 144 promulgated under the
Securities Act of 1933 or other applicable exemption. Our officers, directors
and 10% and greater stockholders may also be subject to the "short swing" profit
rule of Section 16(b) of the Securities Exchange Act of 1934.
SALES BY THE SELLING STOCKHOLDER
The following table sets forth:
- the name of each selling stockholder,
- the number of shares owned, and
- the number of shares being registered for resale by each selling
stockholder.
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We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the following table. All of the shares being
registered for resale under this prospectus for the selling stockholder may be
offered hereby. Because the selling stockholders may sell some or all of the
shares owned by them which are included in this prospectus, and because there
are currently no agreements, arrangements or understandings with respect to the
sale of any of the shares, no estimate can be given as to the number of shares
being offered hereby that will be held by the selling stockholders upon
termination of any offering made hereby. We have, therefore, for the purposes of
the following table assumed that the selling stockholders will sell all of the
shares owned by them which are being offered hereby.
Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to securities
and includes any securities which the person has the right to acquire within 60
days through the conversion or exercise of any security or other right. The
information as to the number of shares of our common stock owned by the selling
stockholder is as of the date of this prospectus.
Shares to
Number Percentage Shares be owned Percentage
Name of selling of shares owned before to be after owned after
stockholder owned offering offered offering offering
------------------ --------- ------------ ------- --------- -----------
Steven T. Dorrough 60,000 0 60,000 0 0
* represents less than 1%
PLAN OF DISTRIBUTION
The selling stockholders may offer and sell their shares at prevailing
market prices or privately negotiated prices. The selling stockholders may sell
our common stock on the OTC Bulletin Board, or on any securities exchange on
which our common stock is or becomes listed or traded, in negotiated
transactions, at market prices existing at the time of sale, at prices related
to existing market prices, through Rule 144 transactions or at negotiated
prices. Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by the selling stockholders in connection with sales of
securities. The shares will not be sold in an underwritten public offering.
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The selling stockholders may sell the securities in one or more of the
following methods:
* on the OTC Bulletin Board or on such national securities exchanges
on which our shares may be listed from time-to-time, in transactions
which may include special offerings, exchange distributions and/or
secondary distributions, pursuant to and in accordance with the
rules of such exchanges, including sales to underwriters who acquire
the shares for their own account and resell them in one or more
transactions or through brokers, acting as an agent; or
* in transactions other than on such national securities exchanges or
on the OTC Bulletin Board, or a combination of such transactions,
including sales through brokers, acting as an agent, sales in
privately negotiated transactions, or dispositions for value by the
selling stockholder, subject to rules relating to sales by
affiliates.
In making sales, brokers or dealers used by the selling stockholders
may arrange for other brokers or dealers to participate. The selling
stockholders, our affiliates and others through whom such securities are sold
may be "underwriters" within the meaning of the Securities Act of 1933 for the
securities offered, and any profits realized or commission received may be
considered underwriting compensation.
At the time a particular offer of the securities is made by or on
behalf of a selling stockholder, to the extent required, a prospectus is
required to be delivered. The prospectus will include the number of shares of
common stock being offered and the terms of the offering, including the name or
names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for the shares of common stock purchased from the selling
stockholder, and any discounts, commissions or concessions allowed or reallowed
or paid to dealers, and the proposed selling price to the public.
We have told the selling stockholders that the anti-manipulative rules
under the Securities Exchange Act of 1934, including Regulation M, may apply to
their sales in the market. With certain exceptions, Regulation M precludes the
selling stockholder, any affiliated purchasers and any broker-dealer or other
person who participates in the distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete.
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Regulation M also prohibits any bids or purchase made in order to stabilize the
price of a security in connection with an at the market offering such as this
offering. We have provided the selling stockholders with a copy of these rules.
We have also told the selling stockholders of the need for delivery of copies of
this prospectus in connection with any sale of securities that are registered by
this prospectus. All of the foregoing may affect the marketability of our common
stock.
SPECIAL CONSIDERATIONS RELATED TO PENNY STOCK RULES
Shares of our common stock may be subject to rules adopted by the SEC
that regulate broker-dealer practices in connection with transactions in "penny
stocks". Penny stocks are generally equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the Nasdaq Stock Market, provided that current price and volume
information with respect to transactions in those securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, to deliver a
standardized risk disclosure document which contains the following:
* a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading;
* a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to
violation to these duties or other requirements of securities laws;
* a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the "bid" and "ask" price;
* a toll-free telephone number for inquiries on disciplinary actions;
* definitions of significant terms in the disclosure document or in
the conduct of trading in penny stocks; and
* other information as the SEC may require by rule or regulation.
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Prior to effecting any transaction in a penny stock, the broker-dealer
also must provide the customer the following:
* the bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of
the market for such stock; and
* monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to
transactions involving penny stocks, and a signed and dated copy of a written
statement. These disclosure requirements may have the effect of reducing the
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Holders of shares of our common stock may have difficulty
selling those shares because our common stock may be subject to the penny stock
rules.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below, any of such documents filed since the date this
registration statement was filed and any future filings with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") until the offering is completed.
- Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003;
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- Quarterly Reports on Form 10-QSB for the periods ended March 31,
2004, June 30, 2004 and September 30, 2004; and
- all reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a
part hereof from the respective date of filing of such documents.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus 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 herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.
You may request a copy of these filings, at no cost, by writing or
calling us at the following address and telephone number:
Corporate Secretary
Techlabs, Inc.
8905 Kingston Pike
Suite 307
Knoxville, Tennessee 37923
(215) 368-6344
ITEM 4. DESCRIPTION OF SECURITIES
Our common stock is registered under Section 12(g) of the Securities
Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if:
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(a) the officer or director conducted himself or herself in good faith;
(b) his or her conduct was in our best interests, or if the conduct was
not in an official capacity, that the conduct was not opposed to our best
interests; and
(c) in the case of a criminal proceeding, he or she had no reasonable
cause to believe that his or her conduct was unlawful. We may not indemnify our
officers or directors in connection with a proceeding by or in our right, where
the officer or director was adjudged liable to us, or in any other proceeding,
where our officer or director are found to have derived an improper personal
benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5 Opinion of Glassberg & Glassberg, P.A.
10.1 Compensation Agreement with Steven T. Dorrough
23.1 Consent of Webb & Company, P.A.
23.2 Consent of Dempsey Vantrease & Follis PLLC
23.3 Consent of Glassberg & Glassberg, P.A. (included in Exhibit 5)
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ITEM 9. UNDERTAKINGS
The undersigned registrant also 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) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and 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 prospects filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in the volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) Include any additional or changed material information
on the plan of distribution.
Insofar as indemnification for liabilities arising under 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 SEC 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 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 preceding) 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Knoxville and the State of Tennessee, on the
27th day of January, 2005.
TECHLABS, INC.
By: /s/ Jayme Dorrough
------------------
Jayme Dorrough, President,
principal executive officer,
principal accounting and
financial 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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jayme Dorrough President January 27, 2005
------------------ and Director
Jayme Dorrough
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