SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTHSTAR ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-080 3434
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Suite 1455 - 409 Granville Street
Vancouver, BC V6C 1T2
(Address of principal executive offices, including zip code)
(Full titles of the Plans)
Consulting Agreement / Consultant Benefit Plan /Corporate Employee Plan
Wilson Russell
Suite 1455 - 409 Granville Street
Vancouver, BC V6C 1T2
(604) 685-0364
(Name, address and telephone number of agent for service)
Copy to:
Frank W. Birkholz, P.S.
1001 Fourth Ave. Plaza Bldg., Suite 3827
Seattle, Washington 98154
CALCULATION OF REGISTRATION FEE
===============================================================================
Title Of Each Proposed Proposed
Class Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
--------------------------------------------------------------------------------
Common Stock 4,446,000 Shares
par value $0.0001/share $447 $100
$0.0001
per share
--------------------------------------------------------------------------------
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
-------------------------------------------------------------
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by reference in
this Registration Statement:
(1) Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2000 and June 30, 2000 and September 30,
2000, and SB-1 Registration Statement filed November 1, 1999,
as amended by filings dated 11/17, 11/19, 11/30, 12/21,
12/27, 1999, 1/24, 2/10, 3/22, 4/7, 4/10 9/1 and 9/25, 2000.
(1) The description of the Registrant's Common Stock is
contained in the Form 10-Q quarterly reports dated March 31,
2000 and June 30, 2000 and September 30, 2000, and in the SB-
1 Registration Statement filed November 1, 1999, as amended,
and the audited financial statements contained in the SB-1
Registration Statement.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 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 by reference
in this Registration Statement and to be a part hereof from the date of
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
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement. Upon the written or oral request of any person to whom a
copy of this Registration Statement has been delivered, the Registrant
will provide without charge to such person a copy of any and all
documents(excluding exhibits thereto unless such exhibits are
specifically incorporated by reference into such documents) that have
been incorporated by reference into this Registration Statement but not
delivered herewith. Requests for such documents should be addressed to
Northstar Electronics, Inc., Suite 1455 - 409 Granville Street,
Vancouver, BC V6C 1T2, Attention: Wilson Russell, President and
Principal Financial Officer.
Item 4. Description of Securities.
-------------------------
Common Stock of Northstar Electronics, Inc., Par Value $0.0001. See
above reference filings for further information.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant has authority under Article 145 of the State of
Delaware Business Corporation Law Act (the "DBCLA") to indemnify its
directors and officers to the extent provided for in the
DBCLA. The Registrant's Articles of Incorporation, as amended, permit
indemnification of directors and officers to the fullest extent
permitted by law.
The Delaware General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors and corporate
employees and agents under certain circumstances as follows:
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. -
(a) 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 (other than 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 such action, suit or proceeding if he acted in good faith and
in a manner 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, shall 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, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) 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 attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstance
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
court shall deem proper.
(c) 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 (a) and (b) of this section, or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall 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 because he has met
the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such
expenses including attorneys' fees incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.
(f) The indemnification and advancement expenses provided by, or
granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who 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 any liability asserted against him and
incurred by him in any such capacity or arising out of his status
as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
(h) For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any
constituent corporation including absorbed in a consolidation of
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers and
employees or agents so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrators of
such person.
The Registrant intends to obtain directors and officers liability
Insurance.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following documents are filed as exhibits to this Registration
Statement:
4.1 Not Applicable
5.1 Opinion of Frank Birkholz, Securities Counsel.
15.1 Letter re unaudited financial information
23.1 Consent of counsel (included in the opinion filed as
Exhibit 5.1 of this Registration Statement).
23.2 Consent of Pannell Kerr Forster, Independent Chartered
Accountants
24.1 Power of Attorney (included on signature page hereof)
26.1 Not applicable
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:
(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 this 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 this 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 prospectus filed
with 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; and
II-2
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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.
(4) 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 this 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.
(5) 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 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 Act and will be governed by the final
adjudication of such issue.
II-3
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 Vancouver,
Province of British Columbia, Canada on the 22 day of November, 2000.
NORTHSTAR ELECTRONICS, INC.
By: /s/ Wilson Russell
-----------------------------------
Wilson Russell
President and Principal
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors of
Northstar Electronics, Inc., a Delaware corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as
amended, hereby constitute and appoint Wilson Russell as true and
lawful attorney-in-fact and agent, for him and in his name, place and
stead, in any and all capacities, to sign such Registration Statement
and any or all amendments to the Registration Statement, and all other
documents in connection therewith to be filed 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 in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact as agent, or
his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Dated November 22, 2000.
/s/ Wilson Russell
Wilson Russell
/s/ Frank Power
Frank Power
/s/ Lee Meyer
Lee Meyer
/s/ Kenneth Summers
Kenneth Summers
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Wilson Russell
Wilson Russell
President, Principal Financial Officer, and Director
Date: November 22, 2000
/s/ Frank Power
Frank Power
Director
Date: November 22, 2000
/s/ Lee Meyer
Lee Meyer
Director
Date: November 22, 2000
/s/ Kenneth Summers
Kenneth Summers
Director
Date: November 22, 2000
INDEX TO EXHIBITS
Exhibit Number Exhibit
5.1 Opinion of Frank Birkholz, Counsel.
23.1 Consent of counsel (included in the opinion filed as
Exhibit 5.1 of this Registration Statement).
23.2 Consent of Pannell Kerr Forster, Independent Chartered
Accountants
24.1 Power of Attorney (included on signature page hereof)
II-6
EX-5.1
OPINION OF Frank W. Birkholz, COUNSEL
November 22, 2000
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have reviewed the Articles of Incorporation (as amended) of
Northstar Electronics, Inc., a Delaware corporation (the "Company").
Subject to approval of the Board of Directors of the Company of
the issuances of the shares pursuant to the various employee or
consultant benefit plans which are the subject to this Registration and
payment of $.0001/per share for each share issued hereunder, and
approval by the Board of Directors of the various employee or
consultant benefit plans or agreements which are the subject to this
Registration, and further subject, as to each person receiving shares
under such employee benefit or consultant agreement that bona fide
services are to be performed thereunder for purposes permitted by Form
S-8 under the Securities Act of 1933, and without allowance for whether
the Business Judgment of said Directors would or would not be supported
in a proceeding to verify or challenge that judgment, it being assumed
solely for the purposes hereof that such business judgment would be
affirmed, but without opinion as to the possibility as to that or any
other possible collateral attack thereon:
Based upon the foregoing and in reliance thereon, we advise
you that in our opinion the Shares, when issued and delivered in
accordance with the provisions of the various plans and agreements,
will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Frank W. Birkholz,
Counsel
EX-23.2
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
Board of Directors
Northstar Electronics Inc.
1455-409 Granville Street
Vancouver, BC V6G 2J2
and
Securities and Exchange Commission
We consent to the incorporation by reference in this Registration Statement on
Form S-8 to the December 31, 1999 Audited Financial Statements as covered by
our report dated March 13, 2000 with respect to the financial statements of
Northstar Electronics, Inc. included in the Form SB-1 filed with the Securities
and Exchange Commission on or about March 13, 2000.
"Pannell Kerr Forster"
CHARTERED ACCOUNTANTS
Vancouver, Canada
November 21, 2000
ASH/dm
