SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
LATINOCARE MANAGEMENT CORP.
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(Exact Name of Registrant as Specified in Its Charter)
JNS MARKETING, INC.
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(former name)
Colorado 30-0050402
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization ) Identification No.)
4150 Long Beach Boulevard, Long Beach, California 90807
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(Address of principal executive offices) (Zip Code)
EMPLOYEE/CONSULTANTS COMMON STOCK COMPENSATION PLAN
(Full title of the plan)
Jose J. Gonzalez, Chairman of the Board,
Chief Executive Officer, and President
4150 Long Beach Boulevard, Long Beach, California 90807
(Name and address of agent for service)
(562) 997-4420
(Telephone number, including area code, of agent for service)
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Title of Amount Proposed maximum Proposed
Securities to be To be Offering price Maximum aggregate Amount of
Registered Registered Per Share (1) Offering price(2) Registration fee
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Common stock 100,000 $1.00 $100,000 $100
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon Market average bid/ask on a date five days prior to filing,
pursuant to Rule 457.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement, but will be
provided as may be required under Rule 428(b)(1) of the Securities Act of 1933.
Individual letter agreements with the legal counsel which provide for the
payment for services rendered in shares of the common stock of the Company in
lieu of cash have been attached to the Registration Statement as Exhibits. These
documents and the document incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered pursuant to Rule 428(b), and any additional
information about the Plan and its administrators are available without charge
by contacting:
Jose J. Gonzalez, Chairman of the Board,
Chief Executive Officer, and President
4150 Long Beach Boulevard
Long Beach, California 90807
(562) 997-4420
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(a) The Annual Report on Form 10K-SB of Latinocare Management Corporation
for the fiscal year ended December 31, 2001 filed on April 10, 2002 under
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.
(b) All reports filed by the Company pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 2001.
(c) The description of the common shares issued by the Company in
Registration Statement #0-13215 and any amendment or report filed for the
purpose of updating such description under Registration Statement #0-13215.
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All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15 of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
common shares covered by this Registration Statement 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. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference will be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference 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 thereof.
ITEM 4. DESCRIPTION OF SECURITIES
The description of the common shares issued by the Company in its
Registration Statement #0-13215, and any amendment or report filed for the
purpose of updating such description under Registration Statement #0-13215.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities being registered hereunder will be passed on
for the Company by Michael A. Littman, attorney, of Arvada, Colorado. He is an
independent securities attorney and will be the owner of 20,000 shares
registered pursuant to this S-8 Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Colorado Business Corporation Act provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the Company or is or was serving
at our request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, 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 Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.
The Company, pursuant to its bylaws, will provide indemnification with its
directors and executive officers that provide the maximum indemnity allowed to
directors and executive officers by the Colorado Revised Statutes, subject to
certain exceptions as well as certain additional procedural protections. In
addition, the indemnification provides generally that the Company will advance
expenses incurred by directors and executives officers in any action or
proceeding as to which they may be entitled to indemnification, subject to
certain exceptions.
The indemnification provisions in the bylaws may permit indemnification for
liabilities arising under the Securities Act of 1933. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officer and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Securities and Exchange Commission has
opined that such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. CONSULTANTS AND ADVISORS
The following consultants/professionals will be issued securities pursuant
to this Registration Statement:
Name Number Type of Services Provided
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M.A. Littman 20,000 Legal Services
Henry F. Schlueter 20,000 Legal Services
ITEM 9. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Michael A. Littman
10.1 Consulting Agreement with M.A. Littman, Esq.
10.2 Consulting Agreement with Henry F. Schlueter, Esq.
10.3 2001 Stock Option Plan
23.1 Consent of Oppenheim & Ostrick, CPA'S
23.2 Consent of Michael A. Littman
(contained in Exhibit 5.1).
ITEM 10. UNDERTAKINGS.
(a) The undersigned Registrant hereby 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
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 high or low 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 20 percent 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 not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
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PROVIDED HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial BONA FIDE offering.
(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 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 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 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, 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 Long Beach, California, on this 3rd day of July,
2002.
LATINOCARE MANAGEMENT CORPORATION
By: /s/Jose J. Gonzalez
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Jose J. Gonzalez
President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/Jose J. Gonzalez President, Chief Executive July 3, 2002
Jose J. Gonzalez Officer, Secretary, and
Chairman of the Board of Directors
/s/Joseph C. Luevanos Chief Financial Officer, Chief July 3, 2002
Joseph C. Luevanos Operating Officer and Director
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