UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Commission file number 000-25415
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Nevada 86-0857752
(State of other jurisdiction or (I.R.S. Employer
incorporation or organization) Identification Number)
10240 - 124th Street, Suite 208
Edmonton, Alberta, Canada T5N 3W6
(Address of Principal Executive Office) (Zip Code)
Consultant Stock Compensation Plan
(Full Title of the Plan)
(780) 488-9193
(Registrant's Telephone Number, Including Area Code)
<TABLE>
<CAPTION>
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Title of Class of Securities Amount Offering Proposed Maximum Amount of
to be Registered to Be Price per Aggregate Offering Price Registration
Registered Share (1)(2) Fee
---------------------------- ---------- ---------- -------------------------- -------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par 1,260,000 $ .66 $ 831,600 $ 231.18
value
---------------------------- ---------- ---------- -------------------------- -------------
Total Registration Fee . . . -- -- -- --
---------------------------- ---------- ---------- -------------------------- -------------
<FN>
1) This Registration Statement shall also cover any additional shares of Common Stock
which become issuable under the SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC. Year
2,000 Consultant Services Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of outstanding shares of
common stock.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the maximum
offering price per share and in the aggregate, and the registration fee were
calculated based upon the average of the bid and ask prices of SUSTAINABLE DEVELOPMENT
INTERNATIONAL, INC. on May 24, 2000, as reported on the OTC Bulletin Board.
</TABLE>
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The date of this Prospectus is May 25, 2000
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
EXPLANATORY NOTE: SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC. ("the Company,"
"we" or "us") has prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act") to register 1,260,000 shares of our common stock, which will
be awarded to eligible persons under our Year 2000 Consultant Services Plan.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan
Information. Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), we will distribute an information statement
containing the information specified in Part I of Form S-8 (an "Information
Statement") to participants under our Consultant Services Plan. Such Information
Statement, taken together with the documents incorporated by reference herein
pursuant to Item 3 of Part II below, constitutes a prospectus meeting the
requirements of Section 10(a) of the Securities Act, and such Information
Statement is hereby incorporated by reference in this Registration Statement.
The Shareholders of Sustainable Development, Inc. ("Company") will offer their
shares through the over-the-counter bulletin board (OTCBB). Shareholders, if
control persons, are required to sell their shares in accordance with the volume
limitations of Rule 144 under the Securities Act of 1933, which limits sales by
each selling shareholder in any one month period to the greater of 1% of the
total outstanding common stock or the average weekly trading volume of the
Company's common stock during the four calendar weeks immediately preceding such
sale. It is expected that brokers and dealers effecting transactions will be
paid the normal and customary commissions for market transactions; however the
Shares may be sold in a private transaction.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The SEC allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to documents we
file with the SEC. The information incorporated by referenced is considered to
be part of this Registration Statement. Information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all
of the shares covered by this Registration Statement have been sold or
deregistered: (a) our Annual Report on Form 10-K for the fiscal year ended
October 31, 1999; (b) our Quarterly Report on Form 10-Q for the quarter ended
January 31, 2,000; (c) The description of our common stock which is contained in
our registration
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statement on Form 10 filed on February 18, 1999 and all amendments thereto and
reported filed for the purpose of updating such descriptions.
ITEM 4. DESCRIPTION OF SECURITIES. Our common stock being registered in this
Registration Statement is registered pursuant to Section 12(g) of the Exchange
Act. The description of our common stock is incorporated by reference pursuant
to Item 3 above.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751 of
the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors, employees and agents; advance of
expenses.
1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
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corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders:
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot to obtained, by independent legal counsel in a
written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the directors or
officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a) Does not exclude any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the articles of incorporation
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or any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of any director or
officer if a final adjudication
establishes that his act or omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.
ITEM7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS. 5.1 Opinion of Law Office of Brenda Lee Hamilton P.A. as to
the legality of securities being registered.
10.1 Sustainable Development Consultant Services Plan - Year 2000
23.1 Consent of Grant Thornton LLP, Charterted Accountants
23.2 Consent of Law Office of Brenda Lee Hamilton, P.A. (contained in Exhibit
5.1).
ITEM 9. UNDERTAKINGS. A. We hereby undertake to:
(1)To File, during any period in which offers and 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;
(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 end of the
estimated maximum offering range may be reflected in the form of a prospectus
filed with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 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) of this section do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and if 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
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Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for purposes 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.
(4)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 and 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.
SIGNATURES Pursuant to the requirements of the Securities Act of 1993, as
amended, the Company 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 Las Vegas, State of Nevada, on this 25th day of
May 2000.
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
By: /s/ Harold Jahn
--------------------
Harold Jahn, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on May 25, 2000.
/s/ Harold Jahn
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Harold Jahn
Title: President, Director Date: May 25, 2000
/s/ Lew Mansell
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Lew Mansell
Title: Senior Vice President Date: May 25, 2000
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