As filed with the Securities and Exchange Commission on May 14, 1996
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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LASER STORM, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1139159
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7808 Cherry Creek South Drive, Unit 301, Denver, Colorado 80231
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(Address of Principal Executive Offices) (Zip Code)
OPTIONS TO PURCHASE COMMON STOCK
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(Full Title of the Plan)
Robert J. Cooney
Chairman of the Board
7808 Cherry Creek South Drive, Unit 301
Denver, Colorado 80231
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(Name and address of agent for service)
(303) 751-8545
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(Telephone number, including area code, of agent for service)
Copy to:
Thomas S. Smith, Esq.
Hopper and Kanouff, P.C.
1610 Wynkoop Street, Suite 200
Denver, Colorado 80202
(303) 892-6000
The Exhibit Index may be found on page 8 of the sequentially numbered copy of
this Registration Statement.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Maximum Amount of
Securities to be to be Maximum Offering Aggregate Registration
Registered Registered Price Per Share Offering Price Fee
---------------- ---------- ---------------- ---------------- ------------
<C> <C> <C> <C> <C>
Common Stock,
$0.001 par value .......... 141,000 $ 0.20(1) $ 28,200 $ 9.72
Common Stock,
$0.001 par value .......... 75,000 $ 0.75(1) $ 56,250 $ 19.40
Common Stock,
$0.001 par value .......... 28,500 $ 2.00(1) $ 57,000 $ 19.66
Common Stock,
$0.001 par value .......... 300,400 $ 4.00(1) $1,201,600 $ 414.34
Common Stock,
$0.001 par value .......... 5,100 $ 3.59(2) $ 18,309 $ 6.31
------- ---------- ------- ------
Total ............ 550,000 XXX $1,361,359 $ 469.43
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</TABLE>
(1) Based on the exercise price per share in accordance with Rule 457(h)(1).
(2) Based on the average of the closing bid and asked prices of the
Registrant's Common Stock on the Nasdaq Small Cap Market on May 8, 1996, in
accordance with Rule 457(h)(1).
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
(a) Prospectus dated April 23, 1996.
(b) Form 8-A dated April 18, 1996.
(c) Form 8-A/A dated April 23, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 into this Registration Statement and
shall be a part hereof from the date of such filing.
Item 4. Description of Securities.
No information is required to be furnished hereunder due to the fact that
Registrant's Common Stock is registered under Section 12 of the Securities
Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
No information is required to be furnished hereunder due to the fact that
Item 509 of Regulation S-K is not applicable.
Item 6. Indemnification of Directors and Officers.
The statutes, charter provisions, bylaws, contracts, or other arrangements
under which any controlling person, director, or officer of the Registrant is
insured or indemnified in any manner against liability which he may incur in his
or her capacity as such are as follows:
(a) Sections 7-109-102 to 7-109-110, inclusive, of the Colorado Business
Corporation Act give Colorado corporations powers to indemnify their directors,
officers, employees, fiduciaries and agents against liability incurred in any
proceeding to which they are made parties by reason of being or having served in
such capacities, subject to specified conditions and exclusions; authorize the
payment for or reimbursement of reasonable expenses incurred by such persons in
such proceedings; mandate indemnification of directors and officers who are
successful on the merits; and permit corporations to obtain directors' and
officers' liability insurance.
(b) Article VI of Registrant's Restated Articles of Incorporation with
Amendments, as amended, provides with respect to indemnification that a director
of the corporation shall not be personally liable to the corporation or to its
shareholders for monetary damages for breach of fiduciary duty as a director;
except that this provision shall not eliminate or limit the liability of a
director to the corporation or to its shareholders for monetary damages
otherwise existing for (i) any breach of the director's duty of loyalty to the
corporation or to its shareholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) acts
specified in Section 7-108-403 of the Colorado Business Corporation Act, as it
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<PAGE>
may be amended from time to time; or (iv) any transaction from which the
director directly or indirectly derived any improper personal benefit. If the
Colorado Business Corporation Act is amended to eliminate or limit further the
liability of a director, then, in addition to the elimination and limitation of
liability provided by the preceding sentence, the liability of each director
shall be eliminated or limited to the fullest extent permitted by the Colorado
Business Corporation Act as so amended.
Paragraph 3 of Article VII of Registrant's Restated Articles of
Incorporation with Amendments, as amended, provides that Registrant shall
indemnify to the maximum extent permitted by law in effect from time to time,
any person who is or was a director, officer, agent, fiduciary or employee of
the corporation against any claim, liability or expense arising against or
incurred by such person made party to a proceeding because he is or was a
director, officer, agent, fiduciary or employee of the corporation or because he
is or was serving another entity as a director, officer, partner, trustee,
employee, fiduciary or agent at the corporation's request. The corporation shall
further have the authority to the maximum extent permitted by law to purchase
and maintain insurance providing such indemnification.
(c) Article VI of the Registrant's Bylaws provides that Registrant shall
indemnify any director, officer, employee, fiduciary or agent of Registrant or
one who is or was serving at the request of Registrant in a like capacity for
any corporation, partnership, joint venture, trust, unincorporated association,
limited liability company, or other enterprise or employee benefit plan who is,
was or threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding by reason of serving in such capacity, against
reasonably incurred expenses, judgments, penalties, fines and settlements
reasonably incurred, if he conducted himself in good faith and that he
reasonably believed (i) in the case of conduct in his official capacity with the
corporation, that his conduct was in the corporation's best interests, or (ii)
in all other cases (except criminal cases), that his conduct was at least not
opposed to the corporation's best interests, or (iii) in the case of any
criminal proceeding, that he had no reasonable cause to believe his conduct was
unlawful; or who was wholly successful in defense of the action, suit or
proceeding to which he was entitled to indemnification.
Article VII of the Registrant's Bylaws permits Registrant to obtain
insurance against any liability asserted against or incurred by any director,
officer, employee, fiduciary or agent of Registrant arising out of the service
of such persons in such capacity.
(d) The Registrant has obtained a $3,000,000 Directors' and Officers'
Liability Insurance Policy which, in general, provides that the insurance
carrier will pay on behalf of the Registrant's directors or officers, or will
reimburse the Registrant for amounts it pays under the indemnity provisions to
its directors and officers, for damages, settlements and costs of defense which
the directors or officers are legally obligated to pay for any actual or alleged
error, misstatement, misleading statement, act or omission, or neglect or breach
of duty by the directors or officers in the discharge of their duties solely in
their capacities as directors or officers of the Registrant, its subsidiaries
and certain joint ventures. Excluded are amounts the directors or officers are
required to pay for criminal or civil fines or penalties imposed by law,
punitive or exemplary damages or the two-thirds portion of any treble damage
award, taxes, or any matter which may be deemed uninsurable under the law
pursuant to which the insurance policy is construed. Also excluded are amounts
paid for claims which arise out of such things as the directors or officers
realizing illegal profits, having to return nonapproved remuneration, committing
fraudulent criminal or dishonest acts, various torts, being liable for seepage,
pollution or contamination and being subject to claims by the Company or its
affiliates.
Item 7. Exemption From Registration Claimed.
No response is required to Item 7 due to the fact that restricted
securities are not to be reoffered or resold pursuant to this Registration
Statement.
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<PAGE>
Item 8. Exhibits.
Exhibit No Description.
5.1 Opinion of Hopper and Kanouff, P.C., as to legality of securities being
registered.
10.1 Amended Stock Incentive Plan which is incorporated by reference to Exhibit
10.5 to Registration Statement No. 33-98578.
10.2 Forms of Options Granted to Employees which are incorporated by reference
to Exhibit 10.6 to Registration Statement No. 33-98578.
10.3 Options Granted to Harrison A. Price and Harold Skripsky which are
incorporated by reference to Exhibit 10.17 to Registration Statement No.
33-98578.
10.4 Options Granted to Michael D. Kessler and Eric Schwartzman which are
incorporated by reference to Exhibit 10.21 to Registration Statement No.
33-98578.
23.1 Consent of HEIN + ASSOCIATES LLP.
23.2 Consent of Hopper and Kanouff, P.C.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(i) 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.
(ii) 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.
(iii) 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 the 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) 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
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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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<PAGE>
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 and County of Denver, State of Colorado on May 13, 1996.
LASER STORM, INC.
By: /s/ Robert J. Cooney
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Robert J. Cooney, Chief Executive Officer,
Principal Accounting Officer and Treasurer
In accordance with 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.
/s/ Robert J. Cooney Director May 13, 1996
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Robert J. Cooney
/s/ William R. Bauerle Director May 13, 1996
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William R. Bauerle
/s/ Frank J. Ball Director May 13, 1996
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Frank J. Ball
/s/ Harrison A. Price Director May 13, 1996
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Harrison A. Price
/s/ Harold Skripsky Director May 13, 1996
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Harold Skripsky
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<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
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5.1 Opinion of Hopper and Kanouff, P.C., as to legality of 9
securities being registered.
10.1 Amended Stock Incentive Plan which is incorporated by N/A
reference to Exhibit 10.5 N/A to Registration Statement No.
33-98578.
10.2 Forms of Options Granted to Employees which are incorporated N/A
by reference to N/A Exhibit 10.6 to Registration Statement
No. 33-98578.
10.3 Options Granted to Harrison A. Price and Harold Skripsky N/A
which are incorporated N/A by reference to Exhibit 10.17 to
Registration Statement No. 33-98578.
10.4 Options Granted to Michael D. Kessler and Eric Schwartzman N/A
which are incor- N/A porated by reference to Exhibit 10.21
to Registration Statement No. 33-98578.
23.1 Consent of HEIN + ASSOCIATES LLP. 10
23.2 Consent of Hopper and Kanouff, P.C. 11
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HOPPER AND KANOUFF, P.C.
1610 Wynkoop Street, Suite 200
Denver, Colorado 80202-1196
(303) 892-6000
May 13, 1996
Laser Storm, Inc.
7808 Cherry Creek South Drive, Unit 301
Denver, Colorado 80231
Gentlemen:
You have requested our opinion as to certain matters arising under the
Colorado Business Corporation Act which relate to the issuance of 550,000 shares
of the $0.001 par value common stock ("Common Stock") of Laser Storm, Inc.
("Company") that may be issued upon the exercise of options (i) that have been
granted, and that may in the future be granted pursuant to the Company's Amended
Stock Incentive Plan ("Plan") and (ii) that have been granted to Michael D.
Kessler, Eric B. Schwartzman, Harrison A. Price and Harold Skripsky; and that
may be issued pursuant to grants under the Plan.
We have reviewed the Restated Articles of Incorporation With Amendments, as
amended, of the Company, the minutes of the Board of Directors and of the
shareholders of the Company, the Plan, the option certificates for the options
granted under the Plan and for the options granted to Messrs. Kessler,
Schwartzman, Price and Skripsky, and such other documents that we considered
necessary in order to render this opinion. As a result of our review, we are of
the opinion that the 550,000 shares Common Stock are validly authorized, and
assuming the shares of Common Stock are paid for as described in the Plan and
the option certificates, when issued, the shares of Common Stock will be validly
issued, fully paid and nonassessable under the Colorado Business Corporation
Act.
This opinion is limited to applicability of the Colorado Business
Corporation Act to the issuance of the shares of Common Stock. This opinion does
not cover or is in any way related to the applicability of, or compliance by the
Company with, any other law, including any federal or state securities laws, any
state common law, or any other federal law which may apply to transactions
including the sale of a security.
HOPPER and KANOUFF, P.C.
/s/ Thomas S. Smith
Thomas S. Smith, Director
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INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S CONSENT
We consent to the incorporation by reference in the Registration Statement of
Laser Storm, Inc., on Form S-8 of our report dated February 9, 1996 on our
audits of the financial statements of Laser Storm, Inc., as of December 31, 1995
and for the years ended December 31, 1995 and 1994, which report is included in
the Registration Statement of Laser Storm, Inc. on Form SB-2 (SEC File No.
33-98578).
/s/ HEIN + ASSOCIATES LLP
HEIN + ASSOCIATES LLP
Denver, Colorado
May 9, 1996
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CONSENT OF ATTORNEYS
Reference is made to the Registration Statement on Form S-8 pursuant to
which Laser Storm, Inc. ("Company") proposes to sell 550,000 shares of the
$0.001 par value common stock of the Company. Reference is also made to our
opinion dated May 13, 1996, included as Exhibit 5.1 to the Registration
Statement relating to the legality of the securities proposed to be issued and
to be sold.
We hereby consent to the filing of our opinion dated May 13, 1996, as an
exhibit to the Company's Registration Statement on Form S-8.
HOPPER AND KANOUFF, P.C.
By /s/ Thomas S. Smith
-----------------------------
Thomas S. Smith, Director
Denver, Colorado
Dated: May 13, 1996
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