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UNITED STATES
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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HEROES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OF NEVADA 1980 GALLOWS ROAD, SUITE 200 11-1843262
VIENNA, VA. 22182
(State or Other (Address, including zip (I.R.S. Employer
Jurisdiction of code of principal Identification
Incorporation or executive office) Number)
Organization)
HEROES, INC.
2001 EXECUTIVE EQUITY COMPENSATION PLAN
(Full title of the plan)
AMER MARDAM-BEY
HEROES, INC.
1980 GALLOWS ROAD, SUITE 200
VIENNA, VA. 22182
703-761-1900
(Name, address, and telephone number,
of agent for service)
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CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
Common Stock 700,000 $0.25 $175,000 $43.75
shares
Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes effective.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the year ended
February 28, 2000.
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended May 31, August 31 and November 30, 2000.
(c) The Company's Current Reports on Form 8-K filed April 11,
April 28, July 12 and November 2, 2000.
(d) The description of securities contained in the Company's
registration statement under the Securities Exchange Act of
1934.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered 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 date of
the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation eliminate liability of its
directors and officers for breaches of fiduciary duties as directors and
officers, except to the extent otherwise required by the Nevada Revised Statutes
and where the breach involves intentional misconduct, fraud or a knowing
violation of the law.
Section 78.7502 of the Nevada Revised Statutes contains provisions for
indemnification of officers and directors of the Company and, in certain cases,
employees and other persons. Each such person will be indemnified in any
proceeding if such person acted in good faith and in a manner which such person
reasonably believed to be in, or not opposed to, the best interests of the
Company, and, with respect to any criminal action or proceeding, had no cause to
believe his conduct was unlawful. Indemnification would cover expenses,
including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement.
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ITEM 8. EXHIBITS.
5 Opinion re legality
23.1 Consent of Andersen, Andersen & Strong, L.C.
23.2 Consent of Windham Brannon, P.C.
23.3 Consent of Legal Counsel (included as part of Exhibit 5)
ITEM 9. UNDERTAKINGS.
A. UNDERTAKINGS RELATING TO DELAYED OR CONTINUOUS OFFERINGS OF
SECURITIES
(1) The undersigned registrant hereby undertakes 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.
(2) The undersigned registrant hereby undertakes 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) The undersigned registrant hereby undertakes 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. UNDERTAKING RELATING TO THE INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
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 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. UNDERTAKING RELATING TO THE INCORPORATION OF ANNUAL REPORT TO
STOCKHOLDERS
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to
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be presented by Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
D. UNDERTAKING RELATING TO REGISTRATION STATEMENT ON FORM S-8
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 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 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 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, 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, on February 14, 2001.
HEROES, INC.
By: /s/ Amer Mardam-Bey
Amer Mardam-Bey, President
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/ Amer Mardam-Bey Director, Chief January 14, 2001
Amer Mardam-Bey Executive Officer
/s/ Christopher J.S. Baker Director, Chief Financial January 14, 2001
Christopher J.S. Baker and Accounting Officer
/s/ Tammy L. Lambert Director, Chief January 14, 2001
Tammy L. Lambert Operating Officer
/s/ Kenneth M. Herman Director, V.P. January 14, 2001
Kenneth M. Herman
/s/ Carl L. Smith Director January 14, 2001
Carl L. Smith
/s/ Christopher R. Smith Director January 14, 2001
Christopher R. Smith
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EXHIBIT INDEX
Exhibit
Number Title
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5 Opinion re legality
23.1 Consent of Andersen, Andersen & Strong, L.C.
23.2 Consent of Windham Brannon, P.C.
23.3 Consent of Legal Counsel (included as part of Exhibit 5)
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