FORM S-8
Registration Statement
Under
The Securities Act of 1933
TREASURY INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 98-0160284
- --------------------------------------------------------------------------------
(State or other (IRS Employer
jurisdiction of I.D. Number)
incorporation)
7040 Tranmere Drive, Mississauga, Ontario, Canada L5S 1L9
- --------------------------------------------------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
CONSULTING AGREEMENT WITH OTC FINANCIAL NETWORK
-----------------------------------------------
(Full Title of the plan)
Mr. James Hal
Treasury International, Inc.
7040 Tranmere Drive
Mississauga, Ontario
Canada, L5S 1L9
---------------------------------------
(Name and address of agent for service)
(905) 673-1700
-----------------------------------------------------------
(Telephone number including area code of agent for service)
Total Number of Pages: 9
Exhibit Index is on sequentially numbered page 5.
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount of offering Aggregate Amount of
to be Shares to be Price Per offering Registration
Registered Registered Share (1) Price Fee
================================================================================
Common Stock 500,000 $.29 $142,578 $43.20
- ----------
(1) This calculation is made solely for the purpose of determining the
registration fee pursuant to Rule 457(c) and is calculated on the basis of
the average of the high and low prices per share of the Common Stock
reported on the OTC Bulletin Board as of a date within five days prior to
the filing of this Registration Statement.
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information
On March 17, 1997 Treasury International, Inc. ("Registrant")
entered into a consulting agreement (the "Consulting Agreement") with OTC
Financial Network ("Consultant") pursuant to which the Consultant agreed, for a
term of one year, commencing April 1, 1997, to provide Registrant with financial
public relations and communications services. As compensation for Consultant's
services, the Registrant agreed to issue to Consultant pursuant to the terms of
the Consulting Agreement an aggregate of 500,000 shares of its Common Stock. The
Company also agreed that upon Consultant's demand it would file a Registration
Statement on Form S-8 to register such 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;
(b) All other reports filed by Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since
3
<PAGE>
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.
Hofheimer Gartlir & Gross, LLP, counsel for the Registrant which has
rendered an opinion on the validity of the securities being registered hereby,
and a member of such firm each owns 150,000 shares of Registrant's Common Stock.
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.
4
<PAGE>
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.
5
<PAGE>
(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.
6
<PAGE>
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 28th
day of April, 1997.
TREASURY INTERNATIONAL, INC.
By: /s/ James Hal
----------------------------
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 April 28, 1997
- --------------------- Officer and a Director
James Hal
/s/ Howard Halpern Principal Financial April 28, 1997
- --------------------- Officer and Principal
Howard Halpern Accounting Officer
/s/ Mark Halioua Director April 28, 1997
- ---------------------
Mark Halioua
/s/ Robert Abourmad Director April 28, 1997
- ---------------------
Robert Abourmad
7
EXHIBIT 5
April 28, 1997
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 500,000 shares (the "Shares") of its Common Stock, $.0001 par
value per share, issuable to OTC Financial Network pursuant to its Consultant
Agreement dated March 17, 1997 (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 pursuant to 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
8
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
9
