<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Nevada 86-0857752
------------------------------------------------------------- ---------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
Suite 208, 10240-124th Street,
Edmonton, AB, Canada T5N 3W6
------------------------------------------------ ------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Consultant Services Plan
--------------------------------------------------------------------------------
(Full title of the Plan)
Garrett Sutton, 548 California Avenue, Reno, NV 89509-1448
--------------------------------------------------------------------------------
(Name and address of agent for service)
(775) 324-4100
--------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Title of Securities Amount to Proposed Maximum Proposed maximum Amount of
to be registered be registered Offering Price per Share(2) aggregate offering price Registration Fee
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(1) 550,000 $0.52 $286,000 $75.50
=============================================================================================================
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
common stock stated above, rights to acquire the shares of common stock
covered by this Registration Statement. This Registration Statement shall
also cover any additional shares of common stock which become issuable
under the 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) Calculated in accordance with Rule 457(h)(1) of the Securities Act of 1933,
as amended, (the "Securities Act"), using the average of the bid and ask
price for the Common Stock on October 23, 2000, as reported on the OTC
Bulletin Board.
- 1 -
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, previously filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference:
(a) the Company's Form 10-SB Registration Statement;
(b) the Company's Annual Report on Form 10-KSB, for the year ended October 31,
1999;
(c) the Company's Quarterly Report on Form 10-QSB for the quarter ended January
31, 2000;
(d) the Company's Quarterly Report on Form 10-QSB for the quarter ended April
30, 2000; and
(e) the Company's Quarterly Report on Form 10-QSB for the quarter ended July
31, 2000
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
A description of securities is incorporated herein by reference from the
Company's Registration Statement on Form 10-SB, File No. 000-25409.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation for the Company contain provisions for
indemnification of its officers and directors. In addition, Section 78.751 of
the Nevada Revised Statutes 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 attorneys' 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, suite or
-2-
<PAGE> 3
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
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 the 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 be obtained, by
independent legal counsel in a written opinion.
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
-3-
<PAGE> 4
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 or any bylaw, agreement,
vote or 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; and
(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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
4.1 Consultant Services Plan (1)
5.1 Opinion of Skinner, Sutton, Watson & Rounds, a Professional Corporation as to legality
(including consent of such firm) (1)
15.1 Consent of Grant Thornton, LLP, Chartered Accountants, to the use of unaudited interim
financial information (1)
23.1 Consent of Skinner, Sutton, Watson & Rounds, a Professional Corporation, Counsel to the
Company, (included in Exhibit 5.1) (1)
24.1 Power of Attorney (included on the signature page)
</TABLE>
(1) Filed herewith.
ITEM 9. UNDERTAKINGS
The 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:
(a) to include any prospectus required by section 10(a)(3) of the Securities
Act;
(b) 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, represents a fundamental change in the information set forth
in the registration statement;
-4-
<PAGE> 5
(c) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to which such information in the Registration
Statement,
provided, however, that paragraphs 1(a) and (b) do not apply if information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference into the 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 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.
4. That, for the purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of the
employee benefit plan 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 referred 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.
5. Insofar as indemnification for liabilities arising under the Securities Act
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 Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of 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 question of
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.
-5-
<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, 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 Edmonton, Province of Alberta, Canada, on
October 23, 2000.
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
By: /s/ HAROLD JAHN
--------------------------------------
Harold Jahn, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THAT, each person whose signature appears
below, hereby severally constitutes and appoints Harold Jahn his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
re-substitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of the, full power and authority to do and perform each and
every act and thing requisite or necessary fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
each said attorneys'-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully 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.
<TABLE>
<CAPTION>
Signature Title Date
-----------------------------------------------------------------------------------------
<S> <C> <C>
/s/ HAROLD JAHN
-----------------------------------
Harold Jahn President October 23, 2000
-----------------------------------------------------------------------------------------
/s/ NEIL DRISCOLL
-----------------------------------
Neil Driscoll Chief Financial Officer October 23, 2000
-----------------------------------------------------------------------------------------
/s/ AMIN VIZRAM
-----------------------------------
Amin Vizram Vice-President October 23, 2000
-----------------------------------------------------------------------------------------
</TABLE>
-6-
<PAGE> 7
EXHIBIT LIST
<TABLE>
<S> <C>
4.1 Consultant Services Plan (1)
5.1 Opinion of Skinner, Sutton, Watson & Rounds, a Professional Corporation as to legality
(including consent of such firm) (1)
15.1 Consent of Grant Thornton, LLP, Chartered Accountants, to the use of unaudited interim
financial information (1)
23.1 Consent of Skinner, Sutton, Watson & Rounds, a Professional Corporation, counsel for the
Company, (included in Exhibit 5.1) (1)
24.1 Power of Attorney (included on the signature page)
</TABLE>
(1) Filed herewith.
-7-
