As filed with the Securities and Exchange Commission on January 10, 2003
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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ACOLA CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
11-3177042
(IRS Employer Identification Number)
39 Neck Road, Madison, CT 06443
(Address of principal executive offices)
James N. Baxter
(Name and address of agent for service)
(203) 318-8330
(Telephone number, including area code of agent for service)
Acola Corp.
Directors and Employees Stock Award Plan
(Full title of the Plan)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate Amount of
to be registered Registered(1) share (2) offering price (2) registration fee
Common Stock,
$.0001 par value 5,194,950 $.015 $77,924.25 $7.17
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers indeterminate amount of shares
to be offered or sold pursuant to the employee benefit plan(s) described herein.
(2) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, as permitted by Rule 457(h)(1) of the Securities Act of 1933, as
amended, based upon the average of the bid and asked prices for the Company's
common shares as reported over-the-counter by the Electronic Bulletin Board on
January 6, 2003.
PART I
The documents containing the information specified in this Part I will
be sent or given to participants in the Directors and Employees Stock Option and
Stock Award Plan (the "Plan") as specified by Rule 428(b)(1). Pursuant to the
instructions for Form S-8, such documents need not be filed with the Commission
either as part of the Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act of 1933, as amended. See
Rule 428(a)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) an (b) below have been filed by the
Registrant, Acola Corp. (the "Company"), with the Securities and
Exchange Commission (the "Commission") and are incorporated by reference in
this Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment 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 the Registration Statement and to be part thereof
from the date of filing of such documents.
(a) Form 10-KSB for the fiscal year ended June 30, 2002 and
filed with the Commission on September 30, 2002, Form 10-QSB for the
three months ended September 30, 2002 and filed with the Commission on
November 14, 2002, and Forms 8-K filed with the Commission on October 31
and December 17 and January 2, 2003. The above referenced reports, which
were previously filed with the Commission, are incorporated herein
by reference.
(b) All other reports filed pursuant to Section 13 or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Registrant's Form 10-KSB referred to in (a) above.
Item 4: Description of Securities
Not Applicable
Item 5: Interests of Named Experts and Counsel.
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James N. Baxter, Esq, whose opinion as to the validity of the shares
registered hereby is filed as an Exhibit hereto, is President, Chief Financial
Officer and a Director of the Company and the beneficial owner of 7,701,318
shares (22.1%) of Class A Common Stock and 540,000 shares (27%) of the Class
B Common Stock of the Company and is President of Global Investment Alliance
Inc., which owns 28,523,400 shares of Class A Common Stock and 2,000,000
shares of Class B Common Stock of the Company.
Item 6: Indemnification of Directors and Officers.
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The General Corporation Law of Delaware provides that:
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, the Company has the power to indemnify any person made a party to any
lawsuit by reason of being a director or officer of the Company, or serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
actions suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption From Registration Claimed.
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Not Applicable
Item 8: Exhibits
The following documents are filed as Exhibits to this Registration
Statement:
A Directors and Employees Stock Award Plan.
5 Opinion of James N. Baxter, Esq. as to the
validity of the shares being registered.
23 Consent of Harper & Pearson Company, PC, Certified
Public Accountants
24.1 Consent of James N. Baxter, Esq. (included
in Exhibit 5)
Item 9: Undertakings
The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
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;
(b) 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; and
(c ) 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.
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 Madison, CT, on the 10th day of January, 2003.
ACOLA CORP.
By: /s/James N. Baxter
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James N. Baxter, Chief Executive Officer
and Chief Financial Officer
/s/Donald E. Baxter, MD
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Donald E. Baxter, MD, Director
/s/James N. Baxter
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James N. Baxter, Director
/s/Jerry W. Baxter
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Jerry W. Baxter, Director
/s/Richard A. Evans, MD
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Richard A. Evans, MD, Director
227: