As filed with the Securities and Exchange Commission on October 17, 2000
Commission File No. 000-30084
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
LINUXWIZARDRY SYSTEMS, INC.
(formerly FLAME PETRO-MINERALS CORP.)
(Exact name of Registrant as specified in its charter)
BRITISH COLUMBIA, CANADA N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8, CANADA
(Address of principal executive offices)
FLAME PETRO-MINERALS CORP.
AMENDED STOCK OPTION PLAN
(Full Title of the plan)
-----------------
JOHN G. ROBERTSON COPY TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER STEVEN MATHIESEN, ESQ.
LINUXWIZARDRY SYSTEMS, INC. LANG MICHENER LAWRENCE & SHAW
#185-10751 SHELLBRIDGE WAY, SUITE 1500 - 1055 W. GEORGIA ST.
RICHMOND, BRITISH COLUMBIA V6X 2W8 VANCOUVER, BRITISH COLUMBIA V6E 4N7
(604) 278-5996 (604) 689-9111
(Name, address, and telephone number, including area code of agent for service)
----------------------- CALCULATION OF REGISTRATION FEE ----------------------
Proposed Proposed
Amount to Maximum Maximum Amount of
Title of Securities be Offering Aggregate Registration
to be Registered Registered Price Per Offering Fee
Share (1) Price (1)
Common Stock 1,300,000 $0.90625 $1,178,125 $405.75
(1) Estimated in accordance with Rules 457(h) and 457(c) under the Securities
Act of 1933, as amended (the "Securities Act") solely for the purpose of
calculating the registration fee, based on the average of the high and low
sale prices of the Common Stock as reported on the NASD OTC Bulletin Board
as of October 12, 2000 which average was $0.90625.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration Statement the
following documents and information previously filed with the Commission:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year ended
February 29, 2000;
(b) The Registrant's Quarterly Reports on Form 6-K for the fiscal quarter
ending May 31, 2000;
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 20-F (No. 000-30084) filed pursuant to
Section 5 of the Securities Act on June 4, 1999, including any
subsequently filed amendments and reports updating such description.
In addition to the foregoing documents, all documents subsequently filed by the
Registrant 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 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 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 other subsequently filed document which also is or is 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 the Company's Common Stock is incorporated by reference under
Item 3.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles under the "Company Act" of the Province of British
Columbia provide that the liability of the directors and the secretary and
assistant secretary, for monetary damages, shall be limited to the fullest
extent permissible under British Columbia law. The Articles further provide that
each director and the secretary and assistant secretary, on being elected or
appointed shall be deemed to have contracted with the Company on the terms of
such indemnity provisions.
The Company's Articles also provide that the Company may indemnify any officer,
employee or agent to the fullest extent possible under British Columbia law.
These indemnification provisions permit the Company to indemnify such persons
against certain liabilities and expenses to which they may become subject by
reason of their service as a director, officer, employee or agent of the Company
or any of its affiliated enterprises.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Index to Exhibits on page 5.
ITEM 9. UNDERTAKINGS
(a) 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, as amended (the "Securities Act");
(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;
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(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 (a)(1)(i) and (a)(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 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 termination of
the offering.
(b) The 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 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.
(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
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, 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 Richmond, Province or British Columbia, on this 3rd day of October, 2000.
LINUXWIZARDRY SYSTEMS, INC.,
a British Columbia, Canada corporation
By: /s/ John G. Robertson
----------------------------
John G. Robertson President
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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints John G.
Robertson as attorney-in-fact and agent, acting alone, with full powers of
substitution to sign on his or her behalf, individually and in the capacities
stated below, and to file any and all amendments, including post-effective
amendments, to this registration statement and other documents in connection
therewith, with the Commission, granting to said attorney-in-fact and agent full
power and authority to perform any other act on behalf of the undersigned
required to be done in the premises.
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ John G. Robertson President, Chief Executive October 13, 2000
------------------------ Officer and a Director
John G. Robertson
/s/ Jennifer Lorrette Vice President and Chief October 13, 2000
----------------------- Financial Officer
Jennifer Lorrette
/s/ Donna Moroney Secretary and a Director October 13, 2000
---------------------
Donna Moroney
/s/ Brian Cherry Director October 13, 2000
----------------------
Brian Cherry
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INDEX TO EXHIBITS
Page
5.1 Opinion of Lang Michener Lawrence & Shaw 6
23.1 Consent of Elliot Tulk Pryce Anderson, Chartered Accountants 7
23.2 Consent of Lang Michener Lawrence & Shaw
(included in Exhibit 5.1).
24 Power of Attorney (included on the signature page to
this Registration Statement). 4
99.1 Flame Petro-Minerals Corp. Amended Stock Option Plan. 8
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