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As filed with the Securities and Exchange Commission on July 21, 1999
Registration Statement No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ADVANCED SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 13-3953047
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
25300 Telegraph Rd Ste 455
Southfield, MI 48034
248-263-0000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
ADVANCED SYSTEMS INTERNATIONAL, INC. 1997 EMPLOYEE STOCK OPTION PLAN
ADVANCED SYSTEMS INTERNATIONAL, INC. 1997 DIRECTOR STOCK OPTION PLAN
(Full title of each plan)
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ROBERT C. DEMERELL
25300 Telegraph Rd Ste 455
Southfield, MI 48034
248-263-0000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
DAVID D. WARNER, ESQ.
Jaffe, Raitt, Heuer & Weiss
Professional Corporation
One Woodward Avenue, Suite 2400
Detroit, Michigan 48226
313-961-8380
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share* Aggregate Offering Price* Registration Fee
---------------- ---------- ------------------------- ------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 5,500,000 shares** $0.75 -$1.6875* $3,759,363* $1,047.00
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* Estimated solely for the purpose of calculating the registration fee, based on
the price at which issued and outstanding options may be exercised and, with
respect to authorized but unissued options, the average of the high and low sale
prices for Common Stock as reported by Nasdaq on July 14, 1999, in accordance
with Rule 457(h).
** The number of shares may be adjusted to prevent dilution
from stock splits, stock dividends and similar transactions. This Registration
Statement shall cover any such additional shares in accordance with Rule 416(a).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Advanced Systems International, Inc. (the "Company") hereby
incorporates by reference in this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The Company's Registration Statement under Section 12 of the
Exchange Act on Form 10-SB; and
(b) The description of the Company's Common Stock contained in the
Company's registration statement under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
registration statement and 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 herein
by reference and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF COMMON STOCK
The Common Stock to be offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Articles of Incorporation and Bylaws reflect the adoption
of the provisions of Section 78.037 of the Nevada General Corporation Law, which
eliminates or limits the personal liability of a director to a company or its
stockholders for monetary damages for breach of fiduciary duty under certain
circumstances. The Company's Articles of Incorporation and Bylaws also provide
that the Company shall indemnify any person, who was or is a party to a
proceeding by reason of the fact that he is or was a director or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with such proceeding if he acted in
good faith and in a manner he reasonably believed to be or not opposed to the
best interests of the Company, in accordance with, and to the full extent
permitted by, the Nevada General Corporation Law. In addition, the Bylaws
authorize the company to maintain insurance to cover such liabilities.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with this registration statement:
Exhibit 5.0 Opinion of Jaffe, Raitt, Heuer & Weiss, P.C. with
respect to the legality of the Commmon Stock to be
registered hereunder.
Exhibit 23.1 Consent of Jaffe, Raitt, Heuer & Weiss, P.C.
(contained in Exhibit 5.0)
Exhibit 23.2 Consent of Grant Thornton, LLP
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(i) 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.
(ii) 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.
(iii) 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 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 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.
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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 Southfield, State of Michigan, on the 15th day of
July, 1999
ADVANCED SYSTEMS INTERNATIONAL, INC.
By: /s/ Gerald A. Pesut
--------------------------------
Gerald A. Pesut
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
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NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Gerald A. Pesut
- ---------------------------------------
Gerald A. Pesut Chairman, Chief Executive Officer July 15, 1999
and President
/s/ John Williams
- ---------------------------------------
John Williams Director July 15, 1999
/s/ Greg Farbolin
- ---------------------------------------
Greg Farbolin Director July 15, 1999
/s/ Alexander Henry
- ---------------------------------------
Alexander Henry Director July 15, 1999
- ---------------------------------------
Mark O'Donoghue Director July 15, 1999
/s/ Carlos E. Bravo
- ---------------------------------------
Carlos E. Bravo Director July 15, 1999
/s/ Robert C. DeMerell
- ---------------------------------------
Robert C. DeMerell Chief Financial Officer, Secretary July 15, 1999
and Treasurer (principal financial
and accounting officer)
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Exhibit Index
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Exhibit No. Description
- ----------- -----------
<S> <C>
Exhibit 5.0 Opinion of Jaffe, Raitt, Heuer & Weiss, P.C. with respect to
the legality of the Common Stock to be registered hereunder.
Exhibit 23.1 Consent of Jaffe, Raitt, Heuer & Weiss, P.C. (contained in
Exhibit 5.0)
Exhibit 23.2 Consent of Grant Thornton, LLP
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EXHIBIT 5.0
July 20, 1999
Advanced Systems International, Inc.
25300 Telegraph Rd Ste 455
Southfield, MI 48034
Re: 1997 Employee Stock Option Plan
1997 Director Stock Option Plan
Dear Sirs/Madames:
We have acted as counsel to Advanced Systems International, Inc., a Nevada
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933 on the Form S-8 Registration Statement to which
this opinion is an exhibit (the "Registration Statement") of 5,500,000 shares of
the Company's Common Stock offered pursuant to the Advanced Systems
International, Inc. 1997 Employee Stock Option Plan and the Advanced Systems
International, Inc. 1997 Director Stock Option Plan (the "Plans") and such
additional number of shares as may be offered pursuant to the antidilution
provisions of the Plan (the "Common Stock").
In rendering the opinion contained in this letter, we have assumed without
investigation that the information supplied to us by the Company is accurate and
complete. Based upon and subject to the foregoing, it is our opinion that, when
the Common Stock is sold, issued and delivered in accordance with the terms and
conditions of the Plan, it will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ JAFFE, RAITT, HEUER & WEISS
Professional Corporation
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Exhibit 23.2
Consent of Independent Certified Public Accountants
We have issued our report dated February 25, 1999, accompanying the financial
statements included in the Annual Report of Advanced Systems International,
Inc. on Form 10-SB for the year ended December 31, 1998. We hereby consent to
the incorporation by reference of said report in the Registration Statement of
Advanced Systems International, Inc. on Form S-8 to be filed on July 21, 1999.
/s/ Grant Thornton LLP
Southfield, Michigan
July 21, 1999
