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<p align=center> <b> <font face="Arial" size="2"> <br>
  SECURITIES AND EXCHANGE COMMISSION <br>
  WASHINGTON, D.C. 20549 </font> </b> </p>
<div align=center>
  <p>&nbsp;</p>
  <p><b><font face="Arial">S - 8</font></b></p>
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<p align=center><font face="Arial" size="2">REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933</font></p>
<p>
<p align=center>&nbsp;</p>
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<div align="center"><b> <font face="Arial">NICHOLAS
  INVESTMENT COMPANY, INC. <br>
  </font>
  </b><font face="Arial" size="2">(Exact Name of Registrant as Specified in Its Charter) </font> </div>
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<p align="center"><font face="Arial" size="2">NEVADA<br>
(State or other jurisdiction of incorporation or organization)<br>
<br>
33-0788293<br>
(I.R.S. Employer Identification No.)<br>
<br>
4443 Birdie Dr.<br>
Corona, CA 92883<br>
(Address of Principal Executive Offices, and Zip Code)<br>
<br>
<b>2003 STOCK AWARD CONSULTING AND EMPLOYEE SERVICES PLAN (Plan #2)<br>
</b>(Full title of plan)<br>
<br>
[ ********************************* ]<br>
<br>
(Name and address of agent for service)<br>
<br>
[ *********** ]<br>
(Telephone number, including area code of agent for service)<br>
<br>
&nbsp;</font></p>
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  <tr>
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    <p align="center"><font size="2" face="Arial">CALCULATION OF REGISTRATION
    FEE</font></td>
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    <td width="16%" align="left" valign="top"><font face="Arial" size="2">Title
    of Securities to be Registered</font></td>
    <td width="17%" align="left" valign="top"><font face="Arial" size="2">Amount
    to be Registered</font></td>
    <td width="17%" align="left" valign="top"><font face="Arial" size="2">
    Proposed Maximum Offering Price Per Share</font></td>
    <td width="17%" align="left" valign="top"><font face="Arial" size="2">
    Proposed Maximum Aggregate Offering</font></td>
    <td width="17%" align="left" valign="top"><font face="Arial" size="2">Amount
    of Registration Fee</font></td>
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      </td>
    <td width="17%">
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      </td>
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      </td>
    <td width="17%">
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      </td>
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      </td>
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    <td width="16%"><font face="Arial" size="2">Common</font></td>
    <td width="17%"><font face="Arial" size="2">50,000,000</font></td>
    <td width="17%"><font face="Arial" size="2">.005(1)</font></td>
    <td width="17%"><font face="Arial" size="2">$25,000</font></td>
    <td width="17%"><font face="Arial" size="2">$2.02</font></td>
  </tr>
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<p align="left"><font face="Arial" size="2"><br>
(1) Estimated solely for the purpose of calculating the registration fee <br>
pursuant to Rue 457 under the Securities Act of 1933.<br>
<br>
&nbsp;</font></p>
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<br>
<b>PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS<br>
<br>
Item 1. Plan Information</b><br>
<br>
This Prospectus is part of a Registration Statement which registers a maximum of
50,000,000 shares of common stock, $.001 par value, of Nicholas Investment
Company, Inc. (the &quot;Company&quot;) for distribution through the Company's Stock
Incentive Plan for Employees and Consultants (&quot;the Plan&quot;), as set forth below.
The duration of the Plan shall be for ten (10) years following the date of
adoption unless earlier terminated by the Company's Board of Directions. The
Board of Directors may terminate the Plan at any time. At this time, no
provisions exist for extending the duration of the Plan.<br>
<br>
<b>Title of Plan:</b> Nicholas Investment Company, Inc. 2003 Stock Incentive
Plan for Employees and Consultants.<br>
<br>
<b>Nature and Purpose:</b> To provide employees and consultants of the Company
and its subsidiaries, if any, with financial incentives for their contribution
to the Company and also to offer the employees and consultants an opportunity to
become shareholders of the Company.<br>
<br>
<b>Modification of the Plan: </b>The Plan may be modified, with or without
shareholder approval, by the Company's Board of Directors, provided that no such
modification shall, without shareholder approval or ratification: 1) increase
the aggregate maximum number of shares subject to the Plan (except as provided
in Section 5 of the Plan); 2) increase the maximum number of shares for which
any Participant may be granted stock options, stock appreciation rights, or
awarded restricted stock under the Plan (except as provided by Section 5 of the
Plan); 3) change the class of persons eligible to participate in the Plan; 4)
materially increase the benefits accruing to Participants under the Plan; or 5)
without the consent of the holder thereof, change the stock Option price (except
as provided in Section 5 of the Plan), or alter or impair any stock Option,
Stock Appreciation Right or restricted stock previously granted or awarded under
the Plan.<br>
<br>
<b>Plan Administrators:</b> The Plan administrators, acting as a committee,
shall determine the persons to be granted stock Options, Stock Appreciation
Rights and restricted stock, the amount of stock or rights to be optioned or
granted to each such person, and the terms and conditions of any stock Option,
Stock Appreciation Right and restricted stock. The committee is authorized to
interpret the Plan, to make, amend and rescind rules and regulations relating to
the Plan and to make all other determinations necessary or advisable for the
Plan's administration.<br>
<br>
They are no material relationships between the administrators and the employes,
the registrant or its affiliates. Plan administrators are elected concurrently
with members of the Board of Directors and serve for a term equal to that of the
Board members.<br>
<br>
<b>Applicable ERISA Provisions: N/A<br>
</b><br>
For additional information regarding the Plan and its administrators, employees
and consultants may contact the Company at: <br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4443 Birdie Dr.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Corona, CA 92883<br>
<br>
No other person is authorized to give any information or make any representation
not contained or incorporated by reference in this Prospectus, in connection
with the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.<br>
<br>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND<br>
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.</font></p>
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<br>
This Prospectus does not constitute an offer to sell, or the solicitation of any
offer to buy, any security other than the securities covered by this Prospectus,
nor does it constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation.<br>
<br>
<b>Securities to be Offered<br>
</b><br>
The Plan shall offer no more than 50,000,000 shares of the Common Stock of the
Company. The Plan will only offer securities registered under Section 12 of the
Exchange Act.<br>
<br>
<b>Employees Who May Participate in the Plan<br>
</b><br>
The Company's Compensation Committee (the &quot;Committee&quot;) is charged with the duty
to determine and designate from time to time, in its discretion, those employees
and consultants of the Company or any subsidiary to receive stock Options, Stock
Appreciation Rights, or restricted stock who, in the judgment of the Committee,
are or will become responsible for the direction and financial success of the
Company or any subsidiary; provided however that Incentive Options may be
granted only to employees of the Company or of any subsidiary and, in the case
of employees of a subsidiary, only if (i) the Company owns, directly or
indirectly, 50% or more of the total combined voting power of all classes of
stock of the subsidiary, and (ii) the subsidiary is a corporation. For purposes
of the Plan, employees shall include officers and directors who are also
employees of the Company or any subsidiary.<br>
<br>
<b>Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered<br>
</b><br>
There is no stated period of time within which employees must elect to
participate.<br>
<br>
The Committee shall set the price per share for which the stock, covered by any
option granted, may be purchased. With respect to any Incentive Option granted,
the option price shall not be less than 100% of the fair market value of the
stock on the date on which such option is granted, except in the case of an
Incentive Option granted to an employee who, at the time of the grant, owns,
either directly or indirectly, more than 10% of the total combined voting stock
of the Company or of any subsidiary, the option price shall not be less than
110% of the fair market value of the stock on the date the option was granted.
With respect to a Non-Qualified Option, the option price shall not be less than
100% of the fair market value of the stock on the date the option was granted.
Fair market value shall be determined by the Committee and may be determined by
calculating the mean between the highest and lowest quoted selling prices of the
Company's Common Stock on any exchange or other market on which the Company's
shares are traded on such date, or if there are no sales on such date, on the
next following day on which there are sales.<br>
<br>
Each stock option or stock appreciation right granted under the plan may be
exercised at any such time or times or in any such installments as may be
determined by the Committee at the time of the grant, provided however, no stock
option or stock appreciation right may be exercisable prior to the expiration of
six months from the date of grant unless the Participant dies or becomes
disabled prior thereto. To exercise in whole or in part any stock option granted
hereunder, payment of the option price in full and in cash, or with the consent
of the Committee, in Common Stock of the Company or by a promissory note payable
to the order of the Company in a form acceptable to the Committee. In the
discretion of the Committee, payment of the option price may also be made by the
Corporation retaining from the shares to be delivered upon exercise of the stock
option that number of shares having a fair market value on the date of exercise
equal to the option price of the number of shares with respect to which the
Participant exercises the stock option. The Committee may also set forth, in its
discretion, additional methods and manners of appropriate payment.<br>
<br>
There is no restriction on the amount an employee or consultant may contribute
to the plan. The registrant will not be making any contributions to the plan.<br>
<br>
The plan will make annual reports under the registrant's annual filing, as
required by the Exchange Act. Reports will be made available to all plan
participants, as referenced above, either through the SEC's website or upon
request to the registrant.<br>
<br>
Securities available through the Plan will not be purchased in the open market.</font></p>
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<br>
<b>Resale Restrictions<br>
</b><br>
Subject to the terms of the Plan, the Committee may award shares of restricted
stock to Participants. Restricted shares will be subject to a restricted period
during which such shares may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered during the restricted period. The Committee
shall, at the time of each award of restricted shares, establish a restricted
period applicable to the restricted shares. Such restricted period shall be no
less than six months and no greater than five years.<br>
<br>
<b>Tax Effects of Plan Participation<br>
</b><br>
Receipt, by Participants, of transfers of stock pursuant to a plan qualifying
under Section 422 of the Internal Revenue Code will not result in income to the
recipient at the time of the transfer of such shares pursuant to the exercise of
an option so long as; 1) the plan participant does not dispose of the stock
within two (2) years of the date of the option grant, nor within one (1) year of
the date of the transfer; 2) the participant was an employee of the Company or a
subsidiary thereof from the date the option was granted and remained such an
employee until at least three (3) months prior to the date the option was
exercised by the Participant. If upon the exercise of a Nonqualified Option or
stock appreciation right, or upon the award of restricted stock or the
expiration of restrictions applicable to restricted stock, or upon a
disqualifying disposition (within the meaning of Section 422 of the Internal
Revenue Code) of shares acquired upon exercise of an Incentive Option, there
shall be payable by the Company or a subsidiary any amount for income tax
withholding, in the Committee's discretion, either the Company shall
appropriately reduce the amount of Common Stock or cash to be delivered or paid
to the Participant or the Participant shall pay such amount to the Company or
Subsidiary to reimburse it for such income tax withholding.<br>
<br>
The Plan is not a qualified plan as that term is defined under Section 401 (a)
of the Internal Revenue Code. The Company shall not be entitled to any deduction
in relation to the grant of any stock or options pursuant to the Plan and the
Company shall not be deemed to receive any other amounts except the price paid
by the participant to exercise the option granted.<br>
<br>
<b>Investment of Funds<br>
</b><br>
Participating employees may not direct any portion of the assets under the plan
to more than one investment media.<br>
<br>
<b>Withdrawal from the Plan; Assignment of Interest<br>
</b><br>
A Participant may withdraw from participation in the Plan by terminating his or
her employment with the Company or subsidiary.<br>
<br>
A Participant may not transfer a stock Option or Stock Appreciation Right
granted under the Plan except by Will or through the laws of descent and
distribution and stock Options and Stock Appreciation Rights shall be
exercisable only by the Participant during his or her lifetime.<br>
<br>
<b>Forfeitures and Penalties<br>
</b><br>
If a Participant is granted a stock appreciation right in conjunction with a
stock Option, such an appreciation right may be an alternative right which upon
the exercise of the stock Option may be terminated to the extent of the number
of shares purchased upon the exercise of the stock Option and conversely the
stock Option may be terminated by the exercise of the Stock Appreciation Right
to the extent of the number of shares effected by the exercise of the Stock
Appreciation Right.<br>
<br>
If not sooner terminated, each stock Option and Stock Appreciation Right granted
under the Plan will expire not more than ten (10) years from the date of the
granting thereof. An Incentive Option or a related appreciation right granted to
a Participant who, at the time of the grant, owns either directly or indirectly,
more than ten percent (10%) of the total combined voting stock of all classes of
stock of the Company or of any subsidiary, will terminate, if not exercised, not
more than five (5) years from the date of granting thereof.</font></p>
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Unless the Committee provides otherwise, stock Options and Stock Appreciation
Rights granted to a Participant under the Plan may be exercised only while the
Participant is an employee or consultant of the Company or any subsidiary. The
Committee may, in its sole discretion, permit the exercise of stock Options and
Stock Appreciation Rights granted to a Participant who's employment with the
Company, or any subsidiary, has terminated, for a period not exceeding three (3)
months following the date of termination with respect to any Incentive Options
or related appreciation rights, but only if the termination is not due to death
or permanent disability of the Participation. Such an extension may be for not
more than one (1) year following termination with respect to Incentive Options
or related Stock Appreciation Rights if termination is due to the death or
permanent disability of the Participant. An extension may be for not beyond the
expiration date of the grant with respect to Nonqualified Options or related or
independently granted Stock Appreciation Rights.<br>
<br>
In no event shall a stock Option or Stock Appreciation Right be exercisable
subsequent to its expiration date, and unless the Committee determines
otherwise, a stock option or stock appreciation right may only be exercised
after termination of a Participant's employment or consultancy to the extent
exercisable on the date of termination of employment or consultancy or to the
extent exercisable as a result of the reason for termination of employment or
consultancy.<br>
<br>
With respect to any restricted stock awards granted to a Participant under the
Plan; if a Participant ceases to be an employee or consultant of the Company or
any subsidiary, for any reason other than death or permanent disability, all
shares awarded to the Participant prior to termination which are still subject
to the restrictions imposed under the Plan shall, upon such termination, be
forfeited and transferred back to the Company without payment by the Company of
any consideration therefore. In the event the employment or consultancy
termination is by an act of the Company, or any subsidiary, without cause or by
agreement between the Company, or any subsidiary, and the Participant, the
Committee, in its sole discretion, may release some or all of the shares from
the restrictions imposed upon them by the Plan.<br>
<br>
<b>Charges and Deductions and Liens Therefore<br>
</b><br>
No charges and deductions will be made against employees participating in the
plan or against funds, securities or other property held under the plan. No
person has or may create a lien on any funds, securities, or other property held
under the Plan.<br>
<br>
<b>Item 2. Registrant Information and Employee Plan Annual Information.<br>
</b><br>
Upon written or oral request by a Participant, the Company shall provide,
without charge, any and all documents incorporated herein, in Item 3 of Part II,
by reference, and upon written or oral request, shall also provide to the
Participant, without charge, any and all other documents required to be
delivered to employees. Such written or oral requests should be directed to the
Company at:<br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4443 Birdie Dr.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Corona, CA 92883<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(909) 236-6977<br>
<br>
<b>PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT<br>
</b><br>
<b>Item 3. Incorporation of Documents by Reference<br>
</b><br>
The Company has filed the following documents with the Securities and Exchange
Commission: <br>
<br>
Form 10SB12G filed on November 11, 2000 and amendments thereto.<br>
Form 10-KSB Filed September 22, 2003, Form 10-QSB filed on September 25, 2003,
and amendments thereto.<br>
<br>
The above referenced report, which were previously filed with the Commission,
are incorporated herein by reference.<br>
<br>
All documents filed by the Company pursuant to Section 13, or 15 (d) of the
Exchange Act after the date hereof and 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 herein 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 Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or 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
Prospectus.</font></p>
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<br>
<b>Item 4. Description of Securities.<br>
</b><br>
The Company is authorized to issue 500,000,000 million shares of Common Stock,
$0.001 par value. The Company's stock is currently traded on the Pinksheets,
under symbol NIVI. The presently outstanding shares of Common Stock are fully
paid and nonassessable.<br>
<br>
COMMON STOCK<br>
<br>
Number of shares of common stock outstanding as of September 30, 2003:
115,373,752<br>
<br>
VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for
each share of stock standing in his name on the books of the Corporation.<br>
<br>
DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the
laws of the State of Nevada and the Articles of Incorporation, by the Board of
Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix
in advance a record date prior to the dividend payment for the purposes of
determining shareholders entitled to receive payment of any dividend. The<br>
Board of Directors may close the stock transfer books for such purpose for a
period of not more than ten (10) days prior to the payment date of such
dividend.<br>
<br>
PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board of
Directors, no holder of any shares of the stock of the Corporation, shall have
any preemptive right to purchase, subscribe for, or otherwise acquire any shares
of stock of the Corporation of any class now or hereafter authorized, or any
securities exchangeable for or convertible into such shares, or any warrants or
other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.<br>
<br>
REGISTRAR AND TRANSFER AGENT<br>
<br>
The Company's registrar and transfer agent is Holliday Stock Transfer.<br>
<br>
DISSENTERS' RIGHTS<br>
<br>
Under current Nevada law, a shareholder is afforded dissenters' rights which, if
properly exercised, may require the Company to purchase his shares dissenters'
rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation.<br>
<br>
PREFERRED STOCK<br>
<br>
The Company has 50,000,000 shares of preferred stock authorized, of which
2,000,000 shares of Series B preferred stock are issued and outstanding as of
the date hereof. The Series B stock has voting rights of 100 votes per share but
does not have any dividend or preemptive rights. The Board of Directors has the
right to designate and issue any additional class or series of preferred stock.<br>
<br>
<b>Item 5. Interests of Named Experts and Counsel.<br>
</b><br>
None.<br>
<br>
<b>Item 6. Indemnification of Directors and Officers.<br>
</b><br>
Our Bylaws do not provide for indemnification of each person who is or was a
director and officer of the corporation to the fullest extent permitted or
authorized by current or future legislation or judicial or administrative
decision in California against all fines, liabilities, costs and expenses,
including attorneys' fees, arising out of his or her status as a director,
officer, agent, employee or representative. Our Company may amend our Bylaws in
the future to provide for the foregoing right of indemnification, and this may
be accomplished by the affirmative vote of a majority of Directors. A
shareholder vote is not necessary.<br>
&nbsp;</font></p>
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Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.<br>
<br>
<b>Item 7. Exemption from Registration Claimed.<br>
</b><br>
Not applicable.<br>
<br>
<b>Item 8. Exhibits.<br>
</b><br>
The following documents are filed as Exhibits to this Registration Statement:<br>
<br>
5 -- Opinion of Parsons Law Firm as to the validity of the shares being
registered.<br>
<br>
10.1 -- 2003 Stock Award Plan<br>
<br>
23.1 -- Consent of Parsons Law Firm (included in Exhibit 5)<br>
<br>
23.2 -- Auditor Consent<br>
<br>
<b>Item 9. Undertakings.<br>
</b><br>
The undersigned registrant hereby undertakes:<br>
<br>
(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.<br>
<br>
(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.<br>
<br>
(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.<br>
<br>
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.<br>
<br>
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.</font></p>
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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 Corona, California on October 2nd, 2003.<br>
<br>
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.<br>
<br>
<br>
Nicholas Investment Company, Inc. (Registrant)<br>
<br>
By: <u>/s/ Steve Peacock</u><br>
Steve Peacock<br>
Chairman and CEO<br>
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{"company-data": {"conformed-name": "NICHOLAS INVESTMENT CO INC", "cik": "0001123312", "assigned-sic": "6500", "irs-number": "330788829", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109498", "film-number": "03929327"}, "business-address": {"street1": "P O BOX 370420", "city": "SAN DIEGO", "state": "CA", "zip": "92137"}, "mail-address": {"street1": "NICHOLAS INVESTMENT CO INC", "street2": "P O BOX 370420", "city": "SAN DIEGO", "state": "CA", "zip": "92137"}, "former-company": {"former-conformed-name": "NICHOLAS INVESTMENT INC", "date-changed": "20000905"}}
S-8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
S - 8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
NICHOLAS
  INVESTMENT COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
33-0788293
(I.R.S. Employer Identification No.)
4443 Birdie Dr.
Corona, CA 92883
(Address of Principal Executive Offices, and Zip Code)
2003 STOCK AWARD CONSULTING AND EMPLOYEE SERVICES PLAN (Plan #2)
(Full title of plan)
[ ********************************* ]
(Name and address of agent for service)
[ *********** ]
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION
    FEE
Title
    of Securities to be Registered
Amount
    to be Registered
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering
Amount
    of Registration Fee
Common
50,000,000
.005(1)
$25,000
$2.02
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rue 457 under the Securities Act of 1933.
PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Prospectus is part of a Registration Statement which registers a maximum of
50,000,000 shares of common stock, $.001 par value, of Nicholas Investment
Company, Inc. (the "Company") for distribution through the Company's Stock
Incentive Plan for Employees and Consultants ("the Plan"), as set forth below.
The duration of the Plan shall be for ten (10) years following the date of
adoption unless earlier terminated by the Company's Board of Directions. The
Board of Directors may terminate the Plan at any time. At this time, no
provisions exist for extending the duration of the Plan.
Title of Plan:
Nicholas Investment Company, Inc. 2003 Stock Incentive
Plan for Employees and Consultants.
Nature and Purpose:
To provide employees and consultants of the Company
and its subsidiaries, if any, with financial incentives for their contribution
to the Company and also to offer the employees and consultants an opportunity to
become shareholders of the Company.
Modification of the Plan:
The Plan may be modified, with or without
shareholder approval, by the Company's Board of Directors, provided that no such
modification shall, without shareholder approval or ratification: 1) increase
the aggregate maximum number of shares subject to the Plan (except as provided
in Section 5 of the Plan); 2) increase the maximum number of shares for which
any Participant may be granted stock options, stock appreciation rights, or
awarded restricted stock under the Plan (except as provided by Section 5 of the
Plan); 3) change the class of persons eligible to participate in the Plan; 4)
materially increase the benefits accruing to Participants under the Plan; or 5)
without the consent of the holder thereof, change the stock Option price (except
as provided in Section 5 of the Plan), or alter or impair any stock Option,
Stock Appreciation Right or restricted stock previously granted or awarded under
the Plan.
Plan Administrators:
The Plan administrators, acting as a committee,
shall determine the persons to be granted stock Options, Stock Appreciation
Rights and restricted stock, the amount of stock or rights to be optioned or
granted to each such person, and the terms and conditions of any stock Option,
Stock Appreciation Right and restricted stock. The committee is authorized to
interpret the Plan, to make, amend and rescind rules and regulations relating to
the Plan and to make all other determinations necessary or advisable for the
Plan's administration.
They are no material relationships between the administrators and the employes,
the registrant or its affiliates. Plan administrators are elected concurrently
with members of the Board of Directors and serve for a term equal to that of the
Board members.
Applicable ERISA Provisions: N/A
For additional information regarding the Plan and its administrators, employees
and consultants may contact the Company at:
4443 Birdie Dr.
Corona, CA 92883
No other person is authorized to give any information or make any representation
not contained or incorporated by reference in this Prospectus, in connection
with the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
2
This Prospectus does not constitute an offer to sell, or the solicitation of any
offer to buy, any security other than the securities covered by this Prospectus,
nor does it constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation.
Securities to be Offered
The Plan shall offer no more than 50,000,000 shares of the Common Stock of the
Company. The Plan will only offer securities registered under Section 12 of the
Exchange Act.
Employees Who May Participate in the Plan
The Company's Compensation Committee (the "Committee") is charged with the duty
to determine and designate from time to time, in its discretion, those employees
and consultants of the Company or any subsidiary to receive stock Options, Stock
Appreciation Rights, or restricted stock who, in the judgment of the Committee,
are or will become responsible for the direction and financial success of the
Company or any subsidiary; provided however that Incentive Options may be
granted only to employees of the Company or of any subsidiary and, in the case
of employees of a subsidiary, only if (i) the Company owns, directly or
indirectly, 50% or more of the total combined voting power of all classes of
stock of the subsidiary, and (ii) the subsidiary is a corporation. For purposes
of the Plan, employees shall include officers and directors who are also
employees of the Company or any subsidiary.
Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered
There is no stated period of time within which employees must elect to
participate.
The Committee shall set the price per share for which the stock, covered by any
option granted, may be purchased. With respect to any Incentive Option granted,
the option price shall not be less than 100% of the fair market value of the
stock on the date on which such option is granted, except in the case of an
Incentive Option granted to an employee who, at the time of the grant, owns,
either directly or indirectly, more than 10% of the total combined voting stock
of the Company or of any subsidiary, the option price shall not be less than
110% of the fair market value of the stock on the date the option was granted.
With respect to a Non-Qualified Option, the option price shall not be less than
100% of the fair market value of the stock on the date the option was granted.
Fair market value shall be determined by the Committee and may be determined by
calculating the mean between the highest and lowest quoted selling prices of the
Company's Common Stock on any exchange or other market on which the Company's
shares are traded on such date, or if there are no sales on such date, on the
next following day on which there are sales.
Each stock option or stock appreciation right granted under the plan may be
exercised at any such time or times or in any such installments as may be
determined by the Committee at the time of the grant, provided however, no stock
option or stock appreciation right may be exercisable prior to the expiration of
six months from the date of grant unless the Participant dies or becomes
disabled prior thereto. To exercise in whole or in part any stock option granted
hereunder, payment of the option price in full and in cash, or with the consent
of the Committee, in Common Stock of the Company or by a promissory note payable
to the order of the Company in a form acceptable to the Committee. In the
discretion of the Committee, payment of the option price may also be made by the
Corporation retaining from the shares to be delivered upon exercise of the stock
option that number of shares having a fair market value on the date of exercise
equal to the option price of the number of shares with respect to which the
Participant exercises the stock option. The Committee may also set forth, in its
discretion, additional methods and manners of appropriate payment.
There is no restriction on the amount an employee or consultant may contribute
to the plan. The registrant will not be making any contributions to the plan.
The plan will make annual reports under the registrant's annual filing, as
required by the Exchange Act. Reports will be made available to all plan
participants, as referenced above, either through the SEC's website or upon
request to the registrant.
Securities available through the Plan will not be purchased in the open market.
3
Resale Restrictions
Subject to the terms of the Plan, the Committee may award shares of restricted
stock to Participants. Restricted shares will be subject to a restricted period
during which such shares may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered during the restricted period. The Committee
shall, at the time of each award of restricted shares, establish a restricted
period applicable to the restricted shares. Such restricted period shall be no
less than six months and no greater than five years.
Tax Effects of Plan Participation
Receipt, by Participants, of transfers of stock pursuant to a plan qualifying
under Section 422 of the Internal Revenue Code will not result in income to the
recipient at the time of the transfer of such shares pursuant to the exercise of
an option so long as; 1) the plan participant does not dispose of the stock
within two (2) years of the date of the option grant, nor within one (1) year of
the date of the transfer; 2) the participant was an employee of the Company or a
subsidiary thereof from the date the option was granted and remained such an
employee until at least three (3) months prior to the date the option was
exercised by the Participant. If upon the exercise of a Nonqualified Option or
stock appreciation right, or upon the award of restricted stock or the
expiration of restrictions applicable to restricted stock, or upon a
disqualifying disposition (within the meaning of Section 422 of the Internal
Revenue Code) of shares acquired upon exercise of an Incentive Option, there
shall be payable by the Company or a subsidiary any amount for income tax
withholding, in the Committee's discretion, either the Company shall
appropriately reduce the amount of Common Stock or cash to be delivered or paid
to the Participant or the Participant shall pay such amount to the Company or
Subsidiary to reimburse it for such income tax withholding.
The Plan is not a qualified plan as that term is defined under Section 401 (a)
of the Internal Revenue Code. The Company shall not be entitled to any deduction
in relation to the grant of any stock or options pursuant to the Plan and the
Company shall not be deemed to receive any other amounts except the price paid
by the participant to exercise the option granted.
Investment of Funds
Participating employees may not direct any portion of the assets under the plan
to more than one investment media.
Withdrawal from the Plan; Assignment of Interest
A Participant may withdraw from participation in the Plan by terminating his or
her employment with the Company or subsidiary.
A Participant may not transfer a stock Option or Stock Appreciation Right
granted under the Plan except by Will or through the laws of descent and
distribution and stock Options and Stock Appreciation Rights shall be
exercisable only by the Participant during his or her lifetime.
Forfeitures and Penalties
If a Participant is granted a stock appreciation right in conjunction with a
stock Option, such an appreciation right may be an alternative right which upon
the exercise of the stock Option may be terminated to the extent of the number
of shares purchased upon the exercise of the stock Option and conversely the
stock Option may be terminated by the exercise of the Stock Appreciation Right
to the extent of the number of shares effected by the exercise of the Stock
Appreciation Right.
If not sooner terminated, each stock Option and Stock Appreciation Right granted
under the Plan will expire not more than ten (10) years from the date of the
granting thereof. An Incentive Option or a related appreciation right granted to
a Participant who, at the time of the grant, owns either directly or indirectly,
more than ten percent (10%) of the total combined voting stock of all classes of
stock of the Company or of any subsidiary, will terminate, if not exercised, not
more than five (5) years from the date of granting thereof.
4
Unless the Committee provides otherwise, stock Options and Stock Appreciation
Rights granted to a Participant under the Plan may be exercised only while the
Participant is an employee or consultant of the Company or any subsidiary. The
Committee may, in its sole discretion, permit the exercise of stock Options and
Stock Appreciation Rights granted to a Participant who's employment with the
Company, or any subsidiary, has terminated, for a period not exceeding three (3)
months following the date of termination with respect to any Incentive Options
or related appreciation rights, but only if the termination is not due to death
or permanent disability of the Participation. Such an extension may be for not
more than one (1) year following termination with respect to Incentive Options
or related Stock Appreciation Rights if termination is due to the death or
permanent disability of the Participant. An extension may be for not beyond the
expiration date of the grant with respect to Nonqualified Options or related or
independently granted Stock Appreciation Rights.
In no event shall a stock Option or Stock Appreciation Right be exercisable
subsequent to its expiration date, and unless the Committee determines
otherwise, a stock option or stock appreciation right may only be exercised
after termination of a Participant's employment or consultancy to the extent
exercisable on the date of termination of employment or consultancy or to the
extent exercisable as a result of the reason for termination of employment or
consultancy.
With respect to any restricted stock awards granted to a Participant under the
Plan; if a Participant ceases to be an employee or consultant of the Company or
any subsidiary, for any reason other than death or permanent disability, all
shares awarded to the Participant prior to termination which are still subject
to the restrictions imposed under the Plan shall, upon such termination, be
forfeited and transferred back to the Company without payment by the Company of
any consideration therefore. In the event the employment or consultancy
termination is by an act of the Company, or any subsidiary, without cause or by
agreement between the Company, or any subsidiary, and the Participant, the
Committee, in its sole discretion, may release some or all of the shares from
the restrictions imposed upon them by the Plan.
Charges and Deductions and Liens Therefore
No charges and deductions will be made against employees participating in the
plan or against funds, securities or other property held under the plan. No
person has or may create a lien on any funds, securities, or other property held
under the Plan.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request by a Participant, the Company shall provide,
without charge, any and all documents incorporated herein, in Item 3 of Part II,
by reference, and upon written or oral request, shall also provide to the
Participant, without charge, any and all other documents required to be
delivered to employees. Such written or oral requests should be directed to the
Company at:
4443 Birdie Dr.
Corona, CA 92883
(909) 236-6977
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company has filed the following documents with the Securities and Exchange
Commission:
Form 10SB12G filed on November 11, 2000 and amendments thereto.
Form 10-KSB Filed September 22, 2003, Form 10-QSB filed on September 25, 2003,
and amendments thereto.
The above referenced report, which were previously filed with the Commission,
are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, or 15 (d) of the
Exchange Act after the date hereof and 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 herein 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 Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or 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
Prospectus.
5
Item 4. Description of Securities.
The Company is authorized to issue 500,000,000 million shares of Common Stock,
$0.001 par value. The Company's stock is currently traded on the Pinksheets,
under symbol NIVI. The presently outstanding shares of Common Stock are fully
paid and nonassessable.
COMMON STOCK
Number of shares of common stock outstanding as of September 30, 2003:
115,373,752
VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for
each share of stock standing in his name on the books of the Corporation.
DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the
laws of the State of Nevada and the Articles of Incorporation, by the Board of
Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix
in advance a record date prior to the dividend payment for the purposes of
determining shareholders entitled to receive payment of any dividend. The
Board of Directors may close the stock transfer books for such purpose for a
period of not more than ten (10) days prior to the payment date of such
dividend.
PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board of
Directors, no holder of any shares of the stock of the Corporation, shall have
any preemptive right to purchase, subscribe for, or otherwise acquire any shares
of stock of the Corporation of any class now or hereafter authorized, or any
securities exchangeable for or convertible into such shares, or any warrants or
other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.
REGISTRAR AND TRANSFER AGENT
The Company's registrar and transfer agent is Holliday Stock Transfer.
DISSENTERS' RIGHTS
Under current Nevada law, a shareholder is afforded dissenters' rights which, if
properly exercised, may require the Company to purchase his shares dissenters'
rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation.
PREFERRED STOCK
The Company has 50,000,000 shares of preferred stock authorized, of which
2,000,000 shares of Series B preferred stock are issued and outstanding as of
the date hereof. The Series B stock has voting rights of 100 votes per share but
does not have any dividend or preemptive rights. The Board of Directors has the
right to designate and issue any additional class or series of preferred stock.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Our Bylaws do not provide for indemnification of each person who is or was a
director and officer of the corporation to the fullest extent permitted or
authorized by current or future legislation or judicial or administrative
decision in California against all fines, liabilities, costs and expenses,
including attorneys' fees, arising out of his or her status as a director,
officer, agent, employee or representative. Our Company may amend our Bylaws in
the future to provide for the foregoing right of indemnification, and this may
be accomplished by the affirmative vote of a majority of Directors. A
shareholder vote is not necessary.
6
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling an issuer
pursuant to the foregoing provisions, the opinion of the Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as Exhibits to this Registration Statement:
5 -- Opinion of Parsons Law Firm as to the validity of the shares being
registered.
10.1 -- 2003 Stock Award Plan
23.1 -- Consent of Parsons Law Firm (included in Exhibit 5)
23.2 -- Auditor Consent
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.
(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.
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.
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.
7
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 Corona, California on October 2nd, 2003.
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.
Nicholas Investment Company, Inc. (Registrant)
By:
/s/ Steve Peacock
Steve Peacock
Chairman and CEO
8