As filed with the Securities and Exchange
Commission on August 4, 1999 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
IQ POWER TECHNOLOGY INC.
(Exact name of Registrant as specified in its charter)
Canada Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
Suite 708-A, 1111 West Hastings Street
Vancouver, British Columbia
Canada V6E 2J3
(Address of Principal Executive Offices)
iQ Power Technology Inc. 1998 Stock Option Plan, As Amended
(Full title of the plan)
Evergreen Corporate Services, Inc.
31635 36th Avenue S.W.
Federal Way, Washington 98023-2105
(Name and address of agent for service)
(253) 838-4427
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
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Title of Each Class of Amount to Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered(1) be Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Shares subject to
outstanding options 3,570,000 shares US$ 1.06(2) US$ 3,784,200 US$ 1,052.00
Common Shares not subject to
outstanding options 1,225,000 shares US$ 1.85(3) US$ 2,266,250 US$ 630.00
Total 4,795,000 shares US$ 6,050,450 US$ 1,682.00
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</TABLE>
(1) Common Shares, without par value, offered by the Registrant pursuant to the
Plan described herein.
(2) Based on the average exercise price of options granted under the iQ Power
Technology Inc. 1998 Stock Option Plan outstanding as of the date of the
filing of this registration statement.
(3) The proposed maximum offering price per share and the registration fee were
calculated in accordance with rule 457(c) and (h) based on the average high
and low prices for the Registrant's common shares on August 3, 1999, as
quoted on the NASD Over-The-Counter Bulletin Board Market, which was US$
1.85 per share.
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<PAGE>
This registration statement on Form S-8 registers common shares, without par
value, of iQ Power Technology Inc. (the "Registrant") previously issued or to be
issued pursuant to the exercise of options granted under the Registrant's 1998
Stock Option Plan, as amended.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by reference in
this registration statement.
(a) The Registrant's latest annual report on Form 10-KSB filed on August 3,
1999, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended.
(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 the registrant's latest
annual report incorporated by reference herein pursuant to (a) above.
(c) The description of the Registrant's securities contained in the
Registrant's registration statement on Form 8-A filed with the Securities and
Exchange Commission on May 21, 1999, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof 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 by reference herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Gregory A. Sasges, a director and shareholder of the Registrant, is also a
principal in the law firm of Werbes Sasges & Company, the Registrant's legal
counsel. Werbes Sasges & Company has rendered an opinion in connection with the
filing of this registration statement.
Item 6. Indemnification of Directors and Officers.
The By-laws of the Registrant provide that, subject to the Canada Business
Corporations Act (the "CBCA"), the Registrant shall indemnify a director or
officer of the Registrant, a former director or officer of the Registrant or a
person who acts or acted at the Registrant's request as a director or officer of
a body corporate of which the Registrant is or was a shareholder or creditor,
and his heirs and legal representatives, against all costs, charges and expenses
reasonably incurred by him in respect of certain actions or proceedings to which
he is made a party by reason of his office, if he met certain specified
standards of conduct and shall also indemnify any such person in such other
circumstances as the CBCA or law permits or requires.
Under the CBCA, except in respect of an action by or on behalf of the Registrant
to procure a judgment in its favor, the Registrant may indemnify a present or
former director or officer or a person who acts or acted at the Registrant's
request as a director or officer of another corporation of which the Registrant
is or was a shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of his position with the Registrant and provided that the
director or officer acted honestly and in good faith with a view to the best
interests of the Registrant, and, in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, had reasonable
grounds for believing that his conduct was lawful. Such indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to indemnification from the Registrant as a matter of
right if he was substantially successful on the merits and fulfilled the
conditions set forth above.
II-1
<PAGE>
The Registrant is considering obtaining Director's and Officer's Liability
Insurance for its directors, but it does not currently maintain Director's and
Officer's Liability Insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit Number Exhibit
- -------------- -------
4.1 The iQ Power Technology 1998 Stock Option Plan (incorporated
by reference to Exhibit 6.31 to the Registrant's
registration statement on Form SB-1 (No. 333-68649)).
4.2 Amendment No. 1 to the iQ Power 1998 Stock Option Plan
5.1 Opinion of Werbes Sasges & Company
23.1 Consent of Deloitte & Touche, LLP, Chartered Accountants
23.2 Consent of Deloitte & Touche GmbH
Wirtschaftsprufungsgesellschaft
23.3 Consent of Werbes Sasges & Company (Included in Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration
statement)
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;
(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 and 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
change in volume and price represents no more than 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Exchange Act that are
incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the Securities
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.
II-2
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 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 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 of 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.
II-3
<PAGE>
SIGNATURES
The Registrant. 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 Unterhaching, Germany, on this 30th day of July,
1999.
IQ POWER TECHNOLOGY INC.
By: /s/ Peter E. Braun
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Peter E. Braun, President
II-4
<PAGE>
Power of Attorney
Each person whose signature appears below constitutes and appoints Peter
Braun and Russ French, or any of them, his attorney-in-fact, with the power of
substitution, for them in any and all capacities, to sign any 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,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Peter E. Braun President, Chief Executive July 30, 1999
- ------------------------------- Officer and Director
Peter E. Braun (Principal Executive Officer)
/s/ Gerhard K. Trenz Vice-President, Finance July 30, 1999
- ----------------------------- (Principal Financial Officer
Gerhard K. Trenz and Accounting Officer)
/s/ Dr. Gunther C. Bauer
- ----------------------------- Vice-President, Research & July 30, 1999
Dr. Gunther C. Bauer Development and Director
/s/ Russ French
- ----------------------------- Director July 30, 1999
Russell French
- ----------------------------- Director July __, 1999
Hans Ambos
/s/ Gregory A. Sasges
- ----------------------------- Director July 30, 1999
Gregory A. Sasges
/s/ Richard Marshall
- ----------------------------- Authorized U.S. July 30, 1999
Richard Marshall Representative
II-5
<PAGE>
Exhibit index
Exhibit Number Exhibit Page
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4.1 The iQ Power Technology 1998 Stock Option Plan
(incorporated by reference to Exhibit 6.31 to
the Registrant's registration statement on
Form SB-1 (No. 333-68649)).
4.2 Amendment No. 1 to the iQ Power 1998 Stock
Option Plan
5.1 Opinion of Werbes Sasges & Company
23.1 Consent of Deloitte & Touche, LLP, Chartered Accountants
23.2 Consent of Deloitte & Touche GmbH
Wirtschaftsprufungsgesellschaft
23.3 Consent of Werbes Sasges & Company (Included in Exhibit 5.1)
24.1 Power of Attorney (See page II-5 of this registration
statement)
II-6
EXHIBIT 4.2
iQ POWER TECHNOLOGY INC.
1998 STOCK OPTION PLAN
AMENDMENT NO. 1
Section 3 of the 1998 Stock Option Plan is amended to read as follows:
3. STOCK.
The Plan Administrator is authorized to grant Options to acquire up to a
total of 4,795,000 common shares of the Corporation's authorized but unissued,
or reacquired, Common Stock. The number of shares with respect to which Options
may be granted hereunder is subject to adjustment as set forth in Section 5(m)
hereof. If any outstanding Option expires or is terminated for any reason, the
shares of Common Stock allocable to the unexercised portion of such Option may
again be subject to an Option granted to the same Optionee or to a different
person eligible under Section 2 of this Plan.
This Amendment No. 1 was approved and adopted by the directors of the
Corporation on June 4, 1999 and the shareholders of the Corporation of June 30,
1999.
Signed "Gregory A. Sasges"
SECRETARY
Effective Date: June 30, 1999.
EXHIBIT 5.1
WERBES SASGES & COMPANY
BARRISTERS AND SOLICITORS
A Law Partnership 1111 WEST HASTINGS STREET, SUITE 708
_________________________ VANCOUVER, BC, CANADA V6E 2J3
TELEPHONE: (604) 669-3233
TELECOPIER: (604) 689-4626
E-MAIL: [email protected]
July 28, 1999
iQ Power Technology Inc.
Suite 708-A, 1111 West Hastings Street
Vancouver, BC
V6E 2J3
Dear Sirs:
Re: Registration on Form S-8
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We are delivering this opinion in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of iQ Power Technology Inc. (the
"Company") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
4,795,000 common shares, without par value (the "Shares"), issuable pursuant to
the iQ Power Technology Inc. 1998 Stock Option Plan (the "Plan") to participants
in the Plan (the "Participants").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments relating to the authorization and issuance of the Shares,
and have made such investigations of law, as we have deemed necessary and
advisable.
Based on the foregoing and having due regard for such legal questions as we have
deemed relevant, we are of the opinion that the Shares have been duly authorized
for issuance and, when issued, delivered and sold by the company and paid for by
the Participants, pursuant to the terms of the Plan, will constitute duly
authorized and validly issued fully paid and nonassessable common shares of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above.
Yours truly,
WERBES SASGES & COMPANY
/s/ Kjeld Werbes
- ---------------------------------------------
Kjeld Werbes
EXHIBIT 23.1
Deloitte &
Touche
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Deloitte & Touche LLP Telephone: (604) 669-4466
Suite 2100 Facsimile: (604) 685-0395
1055 Dunsmuire Street
P.O. Box 49279
Four Bentall Centre
Vancouver, British Columbia
V7X 1P4
CONSENT OF DELOITTE & TOUCHE LLP, CHARTERED ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of 4,795,000 common shares of iQ Power
Technology Inc. under the iQ Power Technology Inc. 1998 Stock Option Plan of our
report dated April 30, 1999, with respect to the consolidated financial
statements of iQ Power Technology Inc. for the years ended December 31, 1998,
1997 and 1996, included in its Special Financial Report on Form 10-KSB filed
with the Securities Exchange Commission on August 3, 1999.
/s/ Deloitte & Touche LLP
Vancouver, British Columbia
August 3, 1999
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE GMBH
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the registration of 4,795,000 common shares of iQ
Power Technology Inc. under the iQ Power Technology Inc. 1998 Stock Option Plan
of our report dated February 26, 1999, with respect to the consolidated
financial statements of iQ Battery Research & Development GmbH for the years
ended December 31, 1998, 1997 and 1996, included in the Special Financial Report
on Form 10-KSB filed with the Securities Exchange Commission on August 3, 1999.
/s/ DELOITTE & TOUCHE GMBH
Munich, Germany
August 3, 1999
