As filed with the Securities and Exchange Commission on December 30, 1999.
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRI-NATIONAL DEVELOPMENT CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
WYOMING
--------------------
(State or other jurisdiction of incorporation or organization)
22-2726569
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(I.R.S. employer identification no.)
480 Camino Del Rio South, Suite, San Diego, California 92108
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(Address of principal executive office)
1998 Consultant and Employee Stock Compensation Plan
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(Full title of the Plan)
Dray, Thompson & Dyekman, 204 East 22nd St., Cheyenne, WY 82001
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(Name and address of agent for service)
307-634-8891
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(Telephone number, including are code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount of Max Off. Maximum Amount of
to be Registered Securities to Price Aggregate Registration
- ---------------- be Registered Per Share Offering Fee
------------- --------- -------- ---
Common Stock, 2,000,000 $.57 (1) $1,140,000 (1) $316.92
no par value
(1) Calculated in accordance with Rule 457(b)(1) using the average of the
bid and asked prices for the common stock on December 21,1999.
(2) Stock issued under the Registrant's 1998 Consultant and Employee Stock
Compensation Grant Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
----------------
The documents containing the information specified in this Part 1 will
be sent or given to employees as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses supplements pursuant to Rule 424.
These documents and the documents incorporated by references in this
Registration statement pursuant to Part II, Item 3 below, taken together,
constitute a prospectus that meets the requirements of Section 10 (a) of
the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND CONSULTANT AND EMPLOYEE STOCK
--------------------------------------------------------
COMPENSATION PLAN.
-----------------
The Registrant shall provide to participants a written statement
advising them of the availability, without charge, upon written or oral
request, of documents incorporated by reference in Item 3 of Part II hereof
and of documents required to be delivered pursuant to Rule 428(b) under the
Act. The statement will include the address listing the title or
department and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The registrant incorporates the following documents by reference into
this Registration Statement:
(1) The registrant's Annual Report on Form 10-KSB filed for the year
ended April 30, 1999, (filed under the name of Tri-National
Development Corp.);
(2) The registrant's Quarterly Report on Form 10-QSB for the quarter
ended July 31, 1999.
All other documents filed 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 indicates that all
securities offered have been sold or which de-registers 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 filling of such documents.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Mr. Paul G. Goss is in-house counsel to the Company. He has received
200,000 shares of Common Stock for services previously rendered to the
Company, which shares are included in this Registration Statement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
-----------------------------------------
The registrant's Articles of Incorporation and Bylaws and the Wyoming
General Corporation Law provide for indemnification of directors and
officers against certain liabilities. Officers and directors of the
registrant 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.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
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4.1 Articles of Incorporation (Incorporated by Reference
from an Exhibit of the Registrant's Registration
Statement on Form 10SB).
4.2 By-Laws (Incorporated by Reference from an Exhibit
of the registrant's Registration Statement on Form 10SB).
5.1 Opinion of Popov and McCullogh, LLP, Attorneys at
Law regarding legality of shares being issued
10.10 1998 Consultant and Employee Stock Compensation Plan
24.1 Consent of Popov and McCullogh, LLP, Attorneys at
Law (Included in Exhibit 5.1)
24.2 Consent of Ludlow and Harrison, a CPA corporation
ITEM 9. UNDERTAKINGS.
------------
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;
<PAGE>
(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 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company'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 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company 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 Company will, unless
in the opinion of its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions
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.
<PAGE>
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 San Diego, State of California,
on this 29 day of December, 1999.
TRI-NATIONAL DEVELOPMENT CORP.
By: /s/ MICHAEL A. SUNSTEIN
--------------------------------
Michael A. Sunstein, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 29 of December 1999 by the
following persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
/s/ MICHAEL A. SUNSTEIN President (principal executive officer)
- ----------------------------- and Director
Michael A. Sunstein
/s/ JASON SUNSTEIN Secretary
- -----------------------------
Jason Sunstein
/s/ GILBERT F. FUENTES Treasurer
- -----------------------------
Gilbert F. Fuentes
/s/ JERRY PARKER Director
- -----------------------------
Jerry Parker, M.D.
/s/ SHANE KENNEDY Director
- -----------------------------
Shane Kennedy
/s/ TED TAKACS Director
- -----------------------------
Ted Takacs
/s/ JAY PASTERNAK Director
- -----------------------------
Jay Pasternak
/s/ ROBERT ROSEN Director
- -----------------------------
Robert Rosen, M.D.
/s/ ARTHUR LILLY Director
- -----------------------------
Arthur Lilly
Exhibit 5.1
POPOV & MCCULLOUGH, LLP
- -----------------------------ATTORNEYS AT LAW----------------------------
OPINION OF COUNSEL
December 22, 1999
Tri-National Development Corporation
480 Camino Del Rio South, Suite 140
San Diego, California 92108
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as legal counsel to Tri-National Development Corporation
(the "Company"), in connection with the preparation and filing of the
Company's Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Registration Statement"), relating to 2,000,000
shares of the Company's common stock, no par value (the "Common Stock"),
issuable pursuant to the Company's 1998 Consultant and Employee Stock
Compensation Plan (the "Plan").
We have examined the Certificate of Continuation, as amended, as filed
with the Wyoming Secretary of State and the By-Laws of the Company and all
amendments thereto, the Registration Statement and originals, or copies
certified to our satisfaction, of such records and meetings, written
actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company, and such other documents and instruments as in
our judgment are necessary or appropriate to enable us to render the
opinions expressed below.
Based on the foregoing examination, we are of the opinion that the
shares of Common Stock issuable under the Plan are duly authorized and,
when issued in accordance with the Plan, will be validly issued, fully paid
and nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very Truly Yours,
/s/ Popov and McCullogh, LLP
POPOV AND McCULLOGH, LLP
Exhibit 10.10
TRI-NATIONAL DEVELOPMENT CORP.
1998 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Tri-National
Development Corp. ("Tri-National") and any of its subsidiaries
(collectively herein referred to as the "Company") by allowing the Company
to compensate officers, directors, consultants and certain other persons
providing bona fide services to the Company, through the award of the
Company's Common Stock.
II. DEFINITIONS.
Whenever used in this Plan, the following terms shall have the
meanings set forth in this Section:
1. "Award" means any grant of Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of the Company.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the common stock, no par value, of the
Company.
5. "Date of Grant" means the day the Board of Directors
authorizes the grant of an Award or such later date as may
be specified by the Board of Directors as the date a
particular Award will become effective.
6. "Employee" means any person or entity that renders bona fide
services to the Company (including, without limitation, the
following: a person employed by the Company in a key
capacity; an officer or director of the Company or one or
more of its Subsidiaries; a person or company engaged by the
Company as a consultant; or a lawyer, law firm, accountant
or accounting firm.
7. "Subsidiary" means any corporation that is a subsidiary with
regard to the Company as that term is defined in Section
424(f) of the Code.
<PAGE>
III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is August 21, 1998.
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administering
of this Plan, and will grant Awards under this Plan. Subject to the
express provisions of this Plan, the Board of Directors shall have full
authority and sole and absolute discretion to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to
make all other determinations which it believes to be necessary or
advisable in administering this Plan. The determinations of the Board of
Directors on the matters referred to in this Section shall be conclusive.
The Board of Directors shall have sole and absolute discretion to amend
this Plan. No member of the Board of Directors shall be liable for any act
or omission in connection with the administration of this Plan unless it
resulted from the member's willful misconduct.
V. STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards
may be granted under this Plan is 2,000,000 shares. The Common Stock which
is issued on grant of Awards may be authorized but unissued shares or
shares which have been issued and reacquired by the Company. The Board of
Directors may increase the maximum number of shares of Common Stock as to
which Awards may be granted as such time as it deems advisable.
VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees as defined herein.
VII. GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall
have complete discretion to determine when and to which Employees Awards
are to be granted, and the number of shares of Common Stock as to which
Awards granted to each Employee will relate. No grant will be made if, in
the judgment of the Board of Directors, such a grant would constitute a
public distribution within the meaning of the Securities Act of 1933, as
amended (the "Act"), or the rules and regulations promulgated thereunder.
<PAGE>
VIII. DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an
Award, the Company shall deliver to the person who is the recipient of the
Award, a certificate or certificate registered in that person's name,
representing the number of share of Common Stock that were granted. If
applicable, each certificate shall bear a legend to indicate that the
Common Stock represented by the certificate was issued in a transaction
which was not registered under the Act, and may only be sold or transferred
in a transaction that is registered under the Act or is exempt from the
registration requirements of the Act.
IX. EMPLOYMENT.
Nothing in this Plan or in the grant of an Award shall confer
upon any Employee the right to continue in the employ of the Company nor
shall it interfere with or restrict in any way the rights of the Company to
discharge any Employee at any time for any reason whatsoever, with or
without cause.
X. LAWS AND REGULATIONS.
1. The obligation of the Company to sell and deliver shares of
Common Stock on the grant of an Award under this Plan shall be subject to
the condition that counsel for the Company be satisfied that the sale and
delivery thereof will not violate the Act or any other applicable laws,
rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3
in order to provide officers and directors with certain exemptions from
Section 16(b) of the Securities Exchange Act of 1934, as amended.
XI. WITHHOLDING OF TAXES.
If subject to withholding tax, the Company shall be authorized to
withhold from an Employee's salary or other cash compensation such sums of
money as are necessary to pay the Employee's withholding tax. The Company
may elect to withhold from the shares to be issued hereunder a sufficient
number of shares to satisfy the Company's withholding obligations. If the
Company becomes required to pay withholding taxes to any federal, state or
other taxing authority as a result of the granting of an Award and the
Employee fails to provide the Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment of
salary or bonus to the Employee (which will be in addition to any other
required or permitted withholding), until the Company has been reimbursed
for the entire withholding tax it was required to pay.
<PAGE>
XII. RESERVATION OF SHARES.
The Company shall at all times keep reserved for issuance on
grant of Awards under this Plan a number of authorized but unissued or
reacquired shares of Common Stock equal to the maximum number of shares the
Company may be required to be issued on the grant of Awards under this Plan.
XIII. TERMINATION OF THE PLAN.
The Board of Directors may suspend or terminate this Plan at any
time or from time to time, but no such action shall adversely affect the
rights of a person granted as Award under this Plan prior to that date.
XIV. DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants,
together with a copy of the resolution or resolutions of the Board of
Directors authorizing the granting of the Award and establishing the terms,
if any, of participation.
XV. NUMBER OF PARTICIPANTS
The number of participants in the Plan shall be less than thirty
five (35) with no more than twelve participants in any one-year under this
Plan.
Exhibit 24.2
Ludlow & Harrison
A CPA Corporation
3545 Camino del Rio South #D
San Diego, CA 92108
(619) 283-3333
December 27, 1999
CONSENT
-------
We have issued our report dated August 6, 1999, accompanying the
financial statements of Tri-National Development Corporation, appearing in
the Company's 1999 Annual Report filed on Form 10-KSB on August 11, 1999
for the year ended April 30, 1999, which is incorporated by reference in
this Registration Statement. We consent to the incorporation by reference
in the Registration Statement of the aforementioned report.
Sincerely,
/s/ DON C. HARRISON
Don C Harrison, CPA
LUDLOW & HARRISON, A CPA Corp
