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As Filed With the Securities and Exchange Commission on December 5, 1997
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
Prolong International Corporation
(Exact name of registrant as specified in its charter)
Nevada 74-2234246
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1210 North Barsten Way, Anaheim, California 92806
(Address of Principal Executive Offices) (Zip Code)
-------------------------
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
------------------------
The Nevada Agency and Trust Company
50 West Liberty Street, Ste. 880, Reno, Nevada 89501
(Name and address of agent for service)
(702) 322-0626
(Telephone number, including area code, of agent for service)
Copy to:
Michael E. Flynn, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(714) 725-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Amount of
To Be Registered Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 2,500,000 shares $2.00(1) $5,000,000(1) $1,475.00
==================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), using the average of the high and low bid price
for the Common Stock as reported on the system of the National Association
of Securities Dealers, Inc., known as the OTC Bulletin Board on December 2,
1997, which was $2.00 per share.
Page 1 of 6 Pages
Exhibit Index on Page 6
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------------------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Registration Statement on Form 10, Registration
No. 000-22803 (the "Registration Statement") containing audited financial
statements of Registrant for its fiscal year ended December 31, 1996.
(b) The description of the Registrant's Common Stock which is
contained in the Registrant's Registration Statement on Form 10 filed under the
Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all of
the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents, except as to any portion of any future annual or quarterly report to
stockholders or document which is not deemed filed under such provisions. For
the purposes of this registration statement, any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is 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 registration statement.
Item 4. Description of Securities.
- ----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
(a) As permitted by the General Corporation Law of Nevada, the
Registrant's amended and restated Articles of Incorporation provide that,
subject to any restrictions set forth in the Registrant's By-laws, it shall
indemnify and hold its directors, officers, and others serving at the request of
the Registrant as a director or officer of another corporation and those
individuals serving as the Registrant's representative in a partnership, joint
venture, trust or other enterprise, harmless and free from liability, expenses
and loss (including attorney's fees, judgments, fines and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such individual to the
fullest extent permitted under the laws of the state of Nevada for any claims
against such individual arising out of the performance of his duty on behalf of
the Registrant.
(b) The Registrant's By-laws give the Registrant the ability to
provide indemnification for each of its employees and agents to the same extent
as its directors and officers upon action by its Board of Directors. The
Registrant's By-laws also permit the Registrant to enter into indemnity
agreements with any director, officer, employee, fiduciary or agent of the
Registrant. The Registrant has entered into indemnification agreements with each
of its directors and officers, which provide for the indemnification of such
directors and officers against any and all expenses, judgments, fines, penalties
and amounts paid in settlement to the fullest extent permitted by law. Finally,
the Registrant's By-laws permit the Registrant to maintain indemnification
insurance for its directors, officers, employees, fiduciaries and agents. The
Registrant does not currently maintain any indemnification insurance.
2
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Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not Applicable.
Item 8. Exhibits.
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The following exhibits are filed as part of this registration
statement:
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
4.1 Specimen Certificate of the Registrant's Common Stock
(incorporated by reference to the same number exhibit to the
Registrant's Registration Statement on Form 10 (Registration
No. 000-22803)).
4.2 Prolong International Corporation 1997 Stock Incentive Plan
and form of Stock Option Agreement (incorporated by reference
to Exhibit 10.12 to the Registrant's Registration Statement on
Form 10 (Registration No. 000-22803)).
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Corbin & Wertz.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page to this
registration statement).
</TABLE>
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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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;
3
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Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(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 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act maybe 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
4
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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 of Anaheim, State of California, on the 5th day of
December, 1997.
PROLONG INTERNATIONAL CORPORATION
By: /s/ George Elton Alderman
--------------------------
George Elton Alderman
Chief Executive Officer and President
POWER OF ATTORNEY
We, the undersigned officers and directors of Prolong International Corp.,
do hereby constitute and appoint George Elton Alderman our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this registration statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
<C> <S> <C>
/s/ George Elton Alderman Chief Executive Officer, President and December 5, 1997
- --------------------------------- Director (Principal Executive Officer)
George Elton Alderman
/s/ Thomas C. Billstein Vice President, Secretary and Director December 5, 1997
- ---------------------------------
Thomas C. Billstein
/s/ Nicholas M. Rosier Chief Financial Officer (Principal December 5, 1997
- --------------------------------- Financial and Accounting Officer)
Nicholas M. Rosier
/s/ Tom T. Kubota Vice President, Investor Relations and December 5, 1997
- --------------------------------- Director
Tom T. Kubota
/s/ Melanie A. McCaffery Director December 5, 1997
- ---------------------------------
Melanie A. McCaffery
</TABLE>
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
<C> <S> <C>
4.1 Specimen Certificate of the Registrant's Common Stock (incorporated by --
reference to the same number exhibit to the Registrant's Registration
Statement on Form 10 (Registration No. 000-22803)).
4.2 Prolong International Corporation 1997 Stock Incentive Plan and form of Stock --
Option Agreement (incorporated by reference to Exhibit 10.12 to the
Registrant's Registration Statement on Form 10 (Registration No. 000-22803)).
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, 7
Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation --
(included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Corbin & Wertz. 8
23.3 Consent of Deloitte & Touche LLP. 9
24.1 Power of Attorney (included on signature page to this registration statement). --
</TABLE>
6
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EXHIBIT 5.1
[LETTERHEAD OF STRADLING YOCCA CARLSON & RAUTH]
December 5, 1997
Prolong International Corporation
1210 North Barsten Way
Anaheim, California 92806
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by Prolong International
Corporation, a Nevada corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 2,500,000 shares of the Company's common
stock, $0.001 par value ("Common Stock"), issuable under the Company's 1997
Stock Incentive Plan (the "Plan").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 2,500,000 shares of
Common Stock to be issued under the Plan against full payment in accordance with
the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stradling, Yocca, Carlson & Rauth
STRADLING, YOCCA, CARLSON & RAUTH
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS'
To the Board of Directors
Prolong International Corporation
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 23, 1996 related to the
consolidated financial statements of Prolong International Corporation as of
December 31, 1995 and for each of the years in the two-year period then ended
appearing in the Form 10, as declared effective September 2, 1997, of Prolong
International Corporation.
/s/ CORBIN & WERTZ
CORBIN & WERTZ
Irvine, California
November 21, 1997
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Prolong International Corporation on Form S-8 of our report dated March 28,
1997, appearing in the Annual Report on Form 10 of Prolong International
Corporation for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
November 21, 1997
