UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Nicholas Investment Company, Inc.
(Exact name of registrant as specified in its charter)
Nevada 33-0788293
(State of Incorporation) (I.R.S. Employer ID No.)
6565 Spencer, Las Vegas, NV 89119
(Address of Principal Executive Offices)
The 2003 Benefit Plan of Nicholas Investment Company, Inc.
(Full title of the plan)
Darryl E. Schuttloffel, 6565 Spencer, Las Vegas, NV 89119
(Name and address of agent for service)
(702) 501-1096
(Telephone number, including area code, of agent for service)
With a copy to:
Chapman & Flanagan, Ltd.
777 N. Rainbow Blvd., Suite 390
Las Vegas, NV 89107
Calculation of Registration Fee
Proposed
Title of Maximum Proposed
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
Common Stock 30,000,000 $0.0031 $93,000 $8.56
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). The Offering Price is estimated as the
average of the bid and asked prices on February 5, 2003.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to various
individuals for consulting services performed on the Company's
behalf. This issuance of shares is being made pursuant to The
2003 Benefit Plan of Nicholas Investment Company, Inc. (the
"Plan") adopted by the Board of Directors on February 3, 2003.
The Board has equated this number of shares to the value of the
legal or consulting services provided or to be provided by these
individuals. The shares issued hereunder to eligible participants
who are not affiliates of the Company as defined in Rule 405 of
the Securities Act will not be subject to any resale
restrictions. The Plan is not qualified under ERISA.
Item 2. Registrant Information and Employee Plan Annual Information
The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving 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.
Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended December 31, 2001, and its Quarterly Reports on Form 10-QSB
for the quarters ended March 31, 2002, June 30, 2002 and
September 30, 2002. All documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of
this Registration Statement and prior to the termination of the
offering shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date
of filing of such Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for 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 herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement. The Company will provide without charge
to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above which have been
or may be incorporated by reference into this Registration
Statement, other than certain exhibits to such documents.
Requests for such copies shall be directed to Shareholder
Relations, Nicholas Investment Company, Inc., 6565 Spencer, Las
Vegas, NV 89119, telephone (702) 501-1096.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Neither the Registrant's Attorneys or Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws and Section 78.751 of the Nevada Revised
Statutes provide for indemnification of the Company's officers
and directors in certain situations where they might otherwise
personally incur liability, judgments, penalties, fines and
expenses in connection with a proceeding or lawsuit to which they
might become parties because of their position with the Company.
Article V of the Company's By-laws reads as follows:
The corporation shall indemnify any and all of its Directors and
Officers, and its former Directors and Officers, or any person
who may have served at the corporation's request as a Director or
Officer of another corporation in which it owns shares of capital
stock or of which it is a creditor, against expenses actually and
necessarily incurred by them in connection with the defense of
any action, suit or proceeding in which they, or any of them, are
made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the corporation, or of such other
corporation, except, in relation to matters as to which any such
Director or Officer or former Director or Officer or person shall
be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty. Such
indemnification shall not be deemed exclusive of any other rights
to which those indemnified may be entitled, under By-Law,
agreement, vote of shareholders or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 The Company's Articles of Incorporation, which define the
rights of holders of the equity securities being registered.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Form 10-SB filed with the Securities and Exchange Commission on
November 3, 2000.)
4.2 The Company's By-Laws, which define the rights of holders of
the equity securities being registered. (Incorporated by
reference to Exhibit 3.2 to the Registrant's Form 10-SB filed
with the Securities and Exchange Commission on November 3, 2000.)
5.1* Opinion of Counsel, Chapman & Flanagan, Ltd.
10.1* The 2003 Benefit Plan of Nicholas Investment Company, Inc.
23.1* Consent of HJ Associates & Consultants, LLP.
23.2* Consent of Counsel. (Included in Exhibit 5.1.)
* Filed herewith.
Item 9. Undertaking.
The registrant makes the following undertakings
a)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;
ii) to reflect any facts or events which, individually
or together, represent a fundamental change in the
information in the registration statement;
iii) 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;
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 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.
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 section 15(d)
of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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.
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 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 Act and is
therefore, unenforceable. In the event that
indemnification is permitted to directors, officers and
controlling personas 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 Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of the 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 of
such corporation it is the opinion of the SEC that any
such indemnification is against public policy.
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 authorize, in the City
of Las Vegas, Nevada, on February 3, 2003.
(Registrant) Nicholas Investment Company, Inc.
By (Signature and Title) /s/
Darryl E. Schuttloffel, President and CEO
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.
Signature Title Date
/s/ Chief Executive February 3, 2003
Darryl E. Schuttloffel Officer and Director
/s/ Chief Financial February 3, 2003
George Barger Officer and Director
/s/ Director February 3, 2003
Alex Peluffo
/s/ Director February 3, 2003
Howard Simonton
/s/ Director February 3, 2003
Cynthia A. Taylor
PART III
Index to Exhbits
Number Description
4.1 The Company's Articles of Incorporation, which define the
rights of holders of the equity securities being registered.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Form 10-SB filed with the Securities and Exchange Commission on
November 3, 2000.)
4.2 The Company's By-Laws, which define the rights of holders of
the equity securities being registered. (Incorporated by
reference to Exhibit 3.2 to the Registrant's Form 10-SB filed
with the Securities and Exchange Commission on November 3, 2000.)
5.1* Opinion of Counsel, Chapman & Flanagan, Ltd.
10.1* The 2003 Benefit Plan of Nicholas Investment Company, Inc.
23.1* Consent of HJ Associates & Consultants, LLP.
23.2* Consent of Counsel. (Included in Exhibit 5.1.)
* Filed herewith.