<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ICON SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0565018
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
4848 South Highland Drive, Suite 353
Salt Lake City, Utah 84117
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(Address of Principal Offices)
Consultant Compensation Agreement No. 1
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(Full Title of the Plan)
Michelle R. Wheeler
4848 South Highland Drive, Suite 353
Salt Lake City, Utah 84117
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(Name and Address of Agent for Service)
(801) 278-2805
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
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$0.001 par
value common
voting stock 500,000 $0.02 $10,000 $100
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1 Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the agreed value of
the services to be rendered for the common stock to be
issued under the Plan.<PAGE>
PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's effective Registration Statement on Form
10-SB, as amended on Form 10-SB-A1;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") since
the end of the Registrant's fiscal year ended June 30, 1996;
(c) The Company has two classes of securities authorized,
consisting of 100,000,000 authorized shares of one mill
($0.001) par value common voting stock and 10,000,000
authorized shares of one mill ($0.001) par value preferred
stock. The holders of the Company's common stock are entitled
to one vote per share on each matter submitted to a vote at a
meeting of stockholders. The shares of common stock do not
carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of
all liabilities.
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 which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
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See Item 3(c) of this Registration Statement.
Item 5. Interest of Named Experts and Counsel.
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Branden T. Burningham, Esq., who has prepared this Registration
Statement, the Plan and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no common stock of the Registrant and is not
deemed to be an affiliate of the Registrant or a person associated with an
affiliate of the Registrant.
Item 6. Indemnification of Directors and Officers.
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Under the Nevada Revised Statutes a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under
the federal securities laws, rules and regulations is against public policy.
See subparagraph (h) of Item 9 below.
Item 7. Exemption from Registration Claimed.
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None; not applicable.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company,
Certified Public Accountants
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (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 (the
"1933 Act");
(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; and
(iii) To include any additional or changed 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;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 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,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive 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 of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 Salt Lake, State of Utah, on June 2, 1997.
REGISTRANT:
By: /s/ Michelle R. Wheeler
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Michelle R. Wheeler
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute a majority
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 6/2/97 By: /s/ Michelle R. Wheeler
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Michelle R. Wheeler
President and Director
Date: 6-2-97 By: /s/ Jeff Taylor
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Jeff Taylor
Vice President and Director
Date: 6-2-97 By: /s/ Steven D. Moulton
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Steven D. Moulton
Secretary/Treasurer and Director
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________________
ICON SYSTEMS, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company
Certified Public Accountants
[LETTERHEAD OF BRANDEN T. BURNINGHAM]
June 4, 1997
Icon Systems, Inc.
4848 South Highland Drive, Suite 353
Salt Lake City, Utah 84117
Re: Opinion concerning the legality of the securities to be issued
pursuant to the Registration Statement on Form S-8 to be filed
by Icon Systems, Inc., a Nevada corporation
Board of Directors:
As counsel for Icon Systems, Inc., a Nevada corporation (the
"Company"), and in connection with the issuance of up to 500,000 shares of the
Company's $0.001 par value common stock to two individual consultants (the
"Securities") pursuant to a "Consultant Compensation Agreement No. 1," dated
June 2, 1997, (the "Plan"), I have been asked to render an opinion as to
the legality of these Securities, which are to be covered by a Registration
Statement to be filed by the Company on Form S-8 of the Securities and
Exchange Commission (the "Commission"), and as to which this opinion is to be
filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan.
In connection with rendering my opinion, which is set forth below, I
have reviewed and examined originals or copies of the following documents, to
wit:
1. Articles of Incorporation and all amendments thereto;
2. By-laws;
3. Registration Statement on Form 10-SB, as amended on Form 10-SB-
A1;
4. Quarterly Reports on Form 10-QSB for the quarterly periods
ended December 31, 1996, and March 31, 1997;
5. A copy of the Plan; and
6. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and
telephone number of the Plan's Agent.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to
me as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising
transactions."
I have also provided the individual participants in the Plan with a
copy of the documents enumerated in paragraphs 3 through 6, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable. This
opinion is expressly limited in scope to the Securities described herein and
which are to be expressly covered by the above referenced Registration
Statement and does not cover any subsequent issuances of any securities to be
made in the future pursuant to any other plans, if any, pertaining to services
performed in the future. Any such transactions are required to be included in
a new Registration Statement or a post-effective amendment to the above
referenced Registration Statement, which will be required to include a revised
or a new opinion concerning the legality of the Securities to be issued.
Further, this opinion is limited to the corporate laws of the State
of Nevada and the securities laws, rules and regulations of the United States,
and I express no opinion with respect to the laws of any other jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Sincerely yours,
/s/ Branden T. Burningham
Branden T. Burningham
[LETTERHEAD OF BRANDEN T. BURNINGHAM]
June 4, 1997
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement of Icon Systems,
Inc., a Nevada corporation (the "Registrant"), SEC File No. 0-21899, to
be filed on or about June 5, 1997, covering the registration and
issuance of up to 500,000 shares of common stock to two individual
consultants.
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement of the Registrant.
Sincerely yours,
/s/ Branden T. Burningham
Branden T. Burningham
cc: Icon Systems, Inc.
[LETTERHEAD OF JONES, JENSEN & COMPANY]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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June 4, 1997
Icon Systems, Inc.
Salt Lake City, Utah
Ladies and Gentlemen:
We hereby consent to the use of our report dated November 19, 1996, in
the Form S-8 of Icon Systems, Inc., a Nevada corporation. We also consent to
the use of our name as experts in the Form S-8.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Certified Public Accountants
