<PAGE>
As filed with the Securities and Exchange Commission on August 16, 1999
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
V3 SEMICONDUCTOR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
NEVADA 3674 87-0429263
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification
Code Number) Number)
</TABLE>
250 Consumers Road, Suite 901
North York, Ontario
Canada M2J 4V6
(416) 497-8884
(Address of principal executive offices)
1996 Employee Stock Option Plan
(Full title of the plan)
Carl Mitchell, Secretary
250 Consumers Road, Suite 901
North York, Ontario
Canada M2J 4V6
(416) 497-8884
(Name and address of agent for service)
Copies of all communications to:
Gregory Sichenzia
Sichenzia, Ross & Friedman, LLP
135 West 50th Street
20th Floor
New York, NY 10020
(212) 664-1200
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of each class Amount to be Maximum Maximum
of securities to be registered Offering Price Agreggate Amount
registered Per Share* Offering Registration
Common Stock, $.001 400,000 $6.88 $2,752,000 $765.06
par value per share
*Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the closing price reported on August 9, 1999, as
reported on the Nasdaq SmallCap Market.
</TABLE>
</page>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed
with the Securities and Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated
in this Registration Statement pursuant to Item 3 of Part II of this Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by reference
in Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the 1996 Stock Option Plan are available without
charge by contacting:
V3 Semiconductor, Inc.
250 Consumers Road, Suite 901
North York, Ontario
Canada M2J 4V6
Attn: Carl Mitchell, Secretary
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
V3 hereby incorporates by reference into this Registration Statement
the documents listed below. In addition, all documents subsequently filed
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (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 be deemed to
be incorporated by reference into this Registration Statement and thereof
from the date of filing of such documents:
(a) V3's latest annual report filed pursuant to Section 13(a) or 15(d)
of the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by V3's document
referred to in (a) above.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be passed upon
for V3 by Sichenzia, Ross & Friedman, LLP, 135 West 50th Street, 20th Floor,
New York, NY 10020. Attorneys who are partners or employed by Sichenzia, Ross
& Friedman, LLP who have provided advice with respect to this matter in the
aggregate own 10,000 shares and will be issued an additional 1,000 shares in
consideration for services rendered in connection with the preparation hereof.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of V3's Articles of Incorporation authorizes V3 to indemnify any
and all persons who may serve or who have served at any time as directors or
officers or who at the request of the Board of Directors of V3, may serve or
any time have served as directors or officers of another corporation in
which V3 at such time owned or may own shares of stock or of which it was or
may be a creditor, and their respective heirs, administrators, successors
and assigns, against any and all expenses, including amounts paid upon
judgments, counsel fees and amounts paid in settlement (before or after suit
is commenced), actually and necessarily by such persons in connection with
the defense or settlement of any claim, action, suit or proceeding in which
they, or any of them are made parties, or a party, or which may be asserted
against them or any of them, by reason of being or having been directors or
officers of V3, or such other corporation, except in relation
officer of V3, or of such other corporation or former director or officer or
person shall be adjudged in any action, suit or proceeding to be liable for
his own negligence or misconduct in the performance of his duty. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, by law, agreement, vote of
shareholder or otherwise.
Also, Article VIII of V3's Articles of Incorporation provides that no
contract or other transaction between V3 and any other firm or corporation
shall be affected by the fact that a director or officer of V3 has an
interest in, or is a director or officer of V3 or any other corporation. Any
officer or director, individually or with others, may be a party to, or may
have an interest in, any transaction of V3 or any transaction in which V3 is
a party or has an interest. Each person who is now or may become an officer
or director of V3 is hereby relieved from liability that he might otherwise
obtain in the event such officer or director contracts with V3 for the
benefit of himself or any firm or other corporation in which he may have an
interest, provided such officer or director acts in good faith.
In addition, V3 maintains directors' and officers' liability insurance
under which V3's directors and officers are insured against loss (as defined
in the policy) as a result of claims brought against them for their wrongful
acts in such capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits.
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:
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;
(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 that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
offering thereof.
(c) 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. 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 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 Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all
the requirement of filing of Form S-8 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in North York, Ontario, August 16, 1999.
V3 SEMICONDUCTOR, INC.
By:/s/Carl Mitchell
Carl Mitchell, Secretary, Treasurer
and Principal Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl Mitchell his true and lawful attorney-in
- -fact and agent, with full power of substitution and re-substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
same, with all exhibits and schedules thereto, and all 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 and necessary to be done, as
fully ratifying and confirming all that said attorney-in-fact and agent or
their substitutes or substitute may lawfully do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 16, 1999.
Signature Title
--------- -----
/s/John Zambakkides President, Chief Executive
John Zamabakkides Officer (Principal Executive
Officer) and Director
/s/Carl Mitchell Secretary, Treasurer and
Carl Mitchell Principal Financial Officer
/s/Bernard N. Slade Director
Bernard N. Slade
/s/James Wilkinson Director
James Wilkinson
/s/John A Fazackerley Director
John A. Fazackerley
/s/Robert Skinner Director
Robert Skinner
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4.1 1996 Employee Stock Option Plan**
5.1 Consent of Sichenzia, Ross & Friedman**
23.1 Consent of KPMG LLP*
23.2 Consent of Sichenzia, Ross & Friedman LLP
(included in Exhibit 5.1)*
24.1 Power of Attorney (included in the Signature
Page)*
* Filed herewith
** Reference is made to the Registrant's Form SB-2 Registration Statement
(File No. 333-59133), as filed on July 15, 1998, which is hereby
incorporated by reference.
<PAGE>
Exhibits 5.1 and 23.2 - Consent of Sichenzia, Ross & Friedman LLP
Sichenzia, Ross & Friedman LLP
Attorneys At Law
135 West 50th Street, 20th Floor
New York, New York 10020
------------------
Telephone (212) 664-1200
Facsimile (212) 664-7329
E-Mail: [email protected]
August 16, 1999
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: V3 SEMICONDUCTOR, INC.
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed
by V3 Semiconductor, Inc., a Nevada corporation (the "Company"), with the
Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other
evidence of such records of the Company, certificates of officers of the
Company and public officials, and other documents as we have deemed relevant
and necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as certified copies or
photocopies and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that the
securities being registered to be sold pursuant to the Registration
Statement are duly authorized and will be, when sold in the manner described
in the Registration Statement, legally and validly issued, and fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal
Matters" in the related Prospectus. In giving the foregoing consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act, or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/Sichenzia, Ross & Friedman LLP
Sichenzia, Ross & Friedman, LLP
<PAGE>
Exhibit 23.1 - Consent of KPMG LLP
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
V3 Semiconductors, Inc.:
We consent to incorporation by reference in the registration statement of
Form S-8 of V3 Semiconductor, Inc. for the 1996 Employee Stock Option Plan
of our report dated November 30, 1998, relating to the consolidated balance
sheets of V3 Semiconductor, Inc. as at September 30, 1998 and 1997, and the
related consolidated statements of operations, changes in shareholders
equity and cash flows for each of the fiscal years in the three-year period
ended September 30, 1998, which report appears in the Form 10-KS of V3
Semiconductor, Inc.
/s/KPMG LLP
KPMG LLP
Toronto, Canada
August 16, 1999
