FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MAR VENTURES INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4580642
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation or organization) cation Number)
16661 Ventura Boulevard, Suite 214, Encino, California 91436
(Address of Principal Executive Offices) (Zip Code)
1996 Stock Compensation Plan
(Full Title of the plans)
Buddy Young, President, Mar Ventures Inc.
16661 Ventura Boulevard, Suite 214, Encino, California 91436
(Name and address of agent for service)
(818) 784-0040
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
securities Proposed maximum
to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit price registration fee
<S> <C> <C> <C> <C> <C> <C>
Common Stock(1) 350,000 $.12 (2) $42,000 $100.00
par value $.001
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(1) Includes up to 350,000 shares issuable under the Stock Compensation Plan
and reoffers of such shares.
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(2) The registration fee is based upon the price of the common stock as
reflected on the NASDAQ Electronic Bulletin Board on November 19, 1996 of $.12.
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PROSPECTUS
MAR VENTURES INC.
Up to 250,000 Shares of Common Stock
Receivable by Directors, Officers and Others
Under the 1996 Stock Compensation Plan
and Reoffered by Means of this Prospectus
This Prospectus shall be supplemented from
time to time as the identity of the officers and
directors and shares to be reoffered by them, if any, becomes known
Selling shareholders will offer their shares on the over-the-counter
market, or on NASDAQ or on any national securities exchange if the common stock
is then listed on NASDAQ or on such exchange. Selling shareholders, if control
persons, are required to sell their shares in accordance with the volume
limitations of Rule 144 under the Securities Act of 1933, which restricts sales
in any three month period to the greater of 1% of the total outstanding common
stock or the average weekly trading volume of the Company's common stock during
the four calendar weeks immediately preceding such sale. It is expected that
persons effecting transactions will be paid the normal and customary commissions
for market transactions.
AVAILABLE INFORMATION
Mar Ventures Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, as well as
proxy statements and other information filed by the Company with the Commission,
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
its Regional Offices located at 150 Causeway Street, Boston, Massachusetts
02114, 1375 Peachtree Street N.E., Suite 788, Atlanta, Georgia 30367, 411 West
Seventh Street, 8th Floor, Fort Worth, Texas 76102, 410 Seventeenth Street,
Suite 700, Denver, Colorado 80202, 600 Arch Street, Room 2204, Federal Building,
Philadelphia, Pennsylvania 19106, 26 Federal Plaza, Room 1028, New York, New
York 10278, 5757 Wilshire Boulevard, Los Angeles, California 90036- 3648,
Everett McKinley Dirksen Building, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission,
Washington, D.C. 20549.
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SELLING STOCKHOLDERS
Information regarding the beneficial ownership of common stock owned by
each officer and director of the Company selling common stock pursuant to this
Prospectus and all officers and directors of the Company as a group selling
common stock pursuant to this Prospectus will be updated in the event shares are
issued to such persons.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form
10-KSB for the year ended August 31, 1996 or the latest Annual Report on Form
10-KSB and Quarterly Reports on Form 10-QSB filed subsequent thereto. These
Annual and Quarterly Reports as well as all other reports filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 are hereby incorporated by reference in this Prospectus and may be
obtained, without charge, upon the oral or written request of any person to the
Company at 16661 Ventura Boulevard, Suite 214, Encino, California 91436,
telephone (818) 784-0400.
INDEMNIFICATION
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.
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PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
the registration statement:
(a) The Company's Annual Report on Form 10-KSB filed for the year
ended August 31, 1996; and
(b) A description of securities is incorporated by reference from
the Registrant's Registration Statement
on Form 10, File No. 0-20879.
All other documents filed in the future by Registrant after the date
of this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Officers and Directors
The Company's Bylaws and Section 145 of the Delaware General
Corporation Law provide for indemnification of directors and officers against
certain liabilities. Officers and directors of the Company are indemnified
generally against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith, were not found guilty, and, in any criminal matter, had
reasonable cause to believe that their conduct was not unlawful.
Item 7. Exemption from Registration Claimed
All sales are expected to be exempt from the registration
requirements of the Securities Act of 1933, as amended, by virtue of Section
4(2) thereof covering transactions not involving any public offering or not
involving any "offer" or "sale."
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Item 8. Exhibits
3. Certificate of Incorporation and Bylaws
3.1 Certificate of Incorporation(1)
3.2 Bylaws(1)
4. Instruments Defining the Rights of Security Holders
4.1 Board Resolution for the 1996 Stock Compensation Plan(3)
5. Opinion of Hand & Hand as to legality of securities being
registered(3)
10. Material Contracts
10.1. Asset Transfer, Assignment and Assumption Agreement
("Agreement") dated
April 16, 1996, by and between Bexy Communications, Inc. and
Mar Ventures Inc.(2)
23. Consents of Experts and Counsel
23.1 Consent of Accountants(3)
23.2 Consent of Hand & Hand included in Exhibit 5 hereto
(1) Incorporated reference to such exhibit as filed with the Registrant's
Registration Statement on Form 10, file
No. 0-20879 (the "Form 10")
(2) Incorporated by reference to such exhibit as filed with amendment A to the
Form 10.
(3) Filed herewith.
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the 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 the registration
statement;
(iii) 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,
including (but not limited to) any addition
or election of a managing underwriter.
(2) 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
offered at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to
Section 13(a) or 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
(i) 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 registranthas
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 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 ofits counsel that 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Encino, California, on
November 20, 1996.
MAR VENTURES INC.
By: /s/ Buddy Young
Buddy Young
President
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities indicated on November 20, 1996.
/s/ Buddy Young President, Treasurer and Director
Buddy Young (principal executive officer and
principal accounting and
financial officer)
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RESOLVED, that the Corporation issue up to 350,000 shares of
its common stock to its employees, directors, consultants and advisors
for services rendered from time to time;
FURTHER RESOLVED, that the issuance of such shares be referred
to as the Corporation's 1996 Stock Compensation Plan; and
FURTHER RESOLVED, that the Corporation register the shares
issuable or issued under the 1996 Stock Compensation Plan on a
Registration Statement on Form S-8; and
RESOLVED FURTHER, that the officers of the Corporation be, and
each of them hereby is, authorized to do or cause to be done, all such
acts and things and to make, execute and deliver, or cause to be made,
executed and delivered, in the name of and on behalf of the Corporation
all such agreements, instruments and certificates as such officer and
officers may deem necessary, advisable or appropriate to effectuate or
carry out the purpose and intent of the foregoing resolutions and to
perform the obligations of the Corporation thereunder, such officer or
officers' execution of the same to be conclusive evidence of the
exercise of the discretionary authority herein conferred.
November 19, 1996
Mar Ventures Inc.
16661 Ventura Boulevard
Suite 224
Encino, California 91436
Re: Registration Statement on Form S-8 (the "Registration Statement")
Ladies and Gentlemen:
You have requested our opinion as to the legality of the issuance by you
(the "Corporation") of 250,000 shares of common stock, par value $.001 per share
("Shares"), issuable pursuant to the Corporations' 1996 Stock Compensation Plan.
In giving this opinion, we have reviewed and examined:
1. The Certificate of Incorporation of the Corporation;
2. The Bylaws of the Corporation;
3. Certain resolutions of the Board of Directors of the Corporation;
4. The Registration Statement; and
5. Such other matters as we have deemed relevant in order to form
our opinion.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted us as an original, the
conformity to the original of any document or instrument submitted to us as a
copy, and the genuineness of all signatures on such originals or copies.
Based upon the foregoing, we are of the opinion that the Shares to be
offered pursuant to the Registration Statement, if sold as described in the
Registration Statement, and if the options are exercised in accordance with
their terms and the terms of the relevant plan, will be legally issued, fully
paid and nonassessable.
No opinion is expressed herein as to the application of state securities
or Blue Sky laws.
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Mar Ventures Inc.
November 19, 1996
This opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by, delivered
to, or quoted in whole or in part to any governmental agency or other person
without our prior written consent.
Notwithstanding the above, we consent to the reference to our firm name
under the caption LEGAL OPINION in the Prospectus filed as a part of the
Registration Statement and the use of our opinion in the Registration Statement.
In giving these consents, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
HAND & HAND
Mar Ventures Inc.
November 19, 1996
We hereby consent to the incorporation by reference of our report on the
financial statements of Mar Ventures Inc. in its registration statement on Form
S-8.
Farber & Hass
Oxnard, California
November 21, 1996
