FORM S-8
Registration Statement
Under
The Securities Act of 1933
TREASURY INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 98-0160284
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(State or other (IRS Employer
jurisdiction of I.D. Number)
incorporation)
7040 Tranmere Drive, Mississauga, Ontario, Canada L5S 1L9
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(Address of Principal (Zip Code)
Executive Offices)
CONSULTING AND STOCK OPTION AGREEMENTS WITH DAVID KAPLAN
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(Full Title of the plan)
Mr. James Hal
Treasury International, Inc.
7040 Tranmere Drive
Mississauga, Ontario
Canada, L5S 1L9
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(Name and address of agent for service)
(905) 673-1700
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(Telephone number including area code of agent for service)
Total Number of Pages: 9
Exhibit Index is on sequentially numbered page 5.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities offering Aggregate Amount of
to be Amount to be Price Per offering Registration
Registered Registered (1) Unit Price Fee
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Common Stock 400,000 shares $.25 $100,000 $30.30
- ----------
(1) Pursuant to Rule 416, includes such additional shares as may be issued
pursuant to the anti-dilution provisions of the subject plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information
On December 12, 1996 Treasury International, Inc. ("Registrant") entered
into a consulting agreement (the "Consulting Agreement") with David Kaplan
("Consultant") pursuant to which the Consultant agreed, for a term of 12 months,
to provide Registrant with advice on improving the trading market liquidity for
Registrant's Common stock and thwarting illegal short selling thereof. As
compensation for Consultant's services, the Registrant agreed to pay Consultant
a $100,000 fee and grant to Consultant a two-year option to purchase up to
400,000 shares of its Common Stock at a price of $.25 each. The Registrant and
Consultant entered into a Stock Option Agreement, dated December 12, 1996, in
which Registrant granted such option and agreed to file a Registration Statement
on Form S-8 to register the optioned shares under the Securities Act of 1933, as
amended (the "Securities Act").
ITEM 2. Registrant Information and Employee Plan Annual Information
The Registrant shall provide the Consultant, without charge, upon his
written or oral request, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. The Registrant shall also provide the
Consultant, without charge, upon his oral of written request, with all other
documents required to be delivered to Consultant pursuant to Rule 428(b). Any
and all such requests shall be directed to the Registrant at 7040 Tranmere
Drive, Mississauga, Ontario, Canada L5S 1L9.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) Registrant's effective Registration Statement on Form 10-SB, as
amended, File Number 0-28514 (the "Form 10"), which contains audited financial
statements for Registrant's latest fiscal year;
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(b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Registrant document referred to in (a) above; and
(c) The description of Registrant's Common Stock contained in Part I, Item
8, of the Form 10.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporate Law ("GCL") of the State of Delaware
empowers the Registrant, as a Delaware corporation, to indemnify its directors
and officers under certain circumstances. Article Seventh of the Registrant's
Certificate of Incorporation, and Article 7 of its By-Laws, each provides that
the Registrant shall indemnify to the fullest extent permitted by Delaware law
each person that such law grants the Registrant the power to indemnify.
Article Seventh of the Registrant's Certificate of Incorporation, and
Article 7 of its By-Laws, each provides that the Company's directors shall not
be liable to either the Registrant or its stockholders for monetary damages for
breach of fiduciary duties unless the breach involves: (i) a director's duty of
loyalty to the Registrant or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) liability for unlawful payments of dividends or unlawful stock
purchase or redemption by the Registrant, or (iv) a transaction from which the
director derived an improper personal benefit.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Page
5 Opinion of Hofheimer Gartlir &
Gross, LLP 8
23.1 Consent of Hofheimer Gartlir &
Gross, LLP, included in Exhibit 5 8
23.2 Consent of Bromberg & Associate,
Independent Certified Public
Accountants 9
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells the
securities registered hereby, a post-effective amendment to this Registration
Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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 (or such amendment); and
(iii) Include any additional or changed material information
on the plan of distribution;
provided, however, that paragraphs (1)(i) and (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 by Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.
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(2) For the purpose of determining any liability under the
Securities Act, treat each such post-effective amendment as a new Registration
Statement relating to the securities offered, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) File a post-effective amendment to remove from registration any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers and controlling
persons of the Registrant pursuant to the provisions described under Item 6
above, 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 said 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 a director, officer, or controlling person
in connection with the securities being registered, the Registrant shall, 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 said 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, as amended,
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 Mississauga, Providence of Canada, on the 20th
day of December, 1996.
TREASURY INTERNATIONAL, INC.
By: /s/ James Hal
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James Hal, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ James Hal
- --------------------- Principal Executive December 20, 1996
James Hal Officer and a Director
/s/ Howard Halpern
- --------------------- Principal Financial December 20, 1996
Howard Halpern Officer and Principal
Accounting Officer
/s/ Mark Halioua Director December 20, 1996
- ---------------------
Mark Halioua
/s/ Robert Abourmad
- --------------------- Director December 20, 1996
Robert Abourmad
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EXHIBIT 5
December 20, 1996
Treasury International, Inc.
7040 Tranmere Drive
Mississauga, Ontario
Canada, L5S 1L9
Gentlemen:
We have acted as special counsel to Treasury International, Inc. (the
Company"), a Delaware corporation, in connection with its filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of an aggregate of 400,000 shares (the "Shares") of its Common Stock, $.0001 par
value per share, issuable upon the exercise of stock options it granted to David
Kaplan pursuant to its Consulting Agreement and the related Stock Option
Agreement, each dated December 12, 1996 (such documents, collectively, the
"Plan")
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and officers of the Company and such other
instruments as we have deemed necessary or appropriate as a basis for the
opinions express below.
Based on the foregoing, we are of the opinion that the Shares, when issued
as contemplated by and in accordance with the Plan, will be legally issued,
fully paid and nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act, as amended, or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
HOFHEIMER GARTLIR & GROSS, LLP
EXHIBIT 23.2
The undersigned independent certified public accountant ("Expert") hereby
consents to the incorporation by reference into the foregoing Registration
Statement on Form S-8 of Treasury International, Inc. ("Registrant") of (1)
Expert's July 30, 1996 report on the consolidated financial statements of
Registrant as at, and for the years ended, January 31, 1996 and 1995, (2)
Expert's April 9, 1995 report on the financial statements of J.J.A.M.P. Treasury
International Corp. as at, and for the year ended, January 31, 1995, in each
case as set forth in the effective Registration Statement of Registrant on Form
10-SB, as amended, SEC File No. 0-28514, and (3) Expert's report on the
consolidated financial statements of Registrant set forth in all documents filed
by Registrant with the Securities and Exchange Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 following the
end of the fiscal year covered by such Form 10-SB Registration Statement and
prior to the filing of a post-effective amendment to the foregoing Registration
Statement which indicates that all securities offered thereby have been sold or
which deregisters all such securities then remaining unsold.
BROMBERG & ASSOCIATE
