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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNATIONAL FOAM SOLUTIONS, INC.
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(Exact name of Registrant as specified in its charter)
Florida 650412538
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(State or other jurisdiction (IRS Employer ID No.)
of incorporation or organization)
1885 S.W. 4th Ave. Bldg. E-3 Delray Bch FL 33483
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(Address of principal executive office) (Zip Code)
Compensation and Consulting Agreements
(full title of the plan)
Harvey Katz 1885 S.W. 4th Ave. Bldg. E-3 Delray Bch FL 33483
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(Name and address of agent for services)
(561) 272-6900
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(Telephone number, including area code of agent for service)
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to offering price per aggregate offering registration
be registered be registered share price fee
------------- ------------- ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common 1,640,000 (1) $.15 $246,000 $64.94
</TABLE>
(1) Represents shares issued pursuant to consulting agreements, continued
services by officers, directors and consultants to the Registrant, including
sales and marketing of the Company's products and services.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
International Foam Solutions, Inc. (the "Registrant"), has entered into
agreements with third party consultants and independent contractors with respect
to the issuance of shares of the Registrant's common stock for services to the
Registrant. In consideration for increasing the scope of the continuing services
rendered and to be rendered to the Registrant until such time as the Registrant
shall generate sufficient cash flow from operations in order to compensate its
officers, consultants, contractors and directors, the Registrant has prepared
this Form S-8 registration statement to provide for the issuance of shares, as
described below.
The Registrant has agreed to issue one million six hundred forty
thousand (1,640,000) shares of its common stock pursuant to a compensation plan
and for continued services by the above referenced persons only.
Item 2. Registration Information and Employee Plan Information.
The Registrant shall provide each person covered by this registration,
without charge upon their written or oral request, the documents incorporated by
reference herein in Item 3 of Part II of this Registration Statement. The
Registrant shall also provide these persons, upon their written or oral request,
with all other documents required to be delivered to participants pursuant to
Rule 428(b) under the Act. Any and all requests shall be directed to the
Registrant at its place of business as reflected in this registration statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
The Registrant's Form 10-SB, effective in or about March, 2000, the
Registrant's Form 10-KSB filed in or about June, 2000, and each 10-QSB filed
thereafter, the latest having been filed on or about November 27, 2000.
Item 4. Description of Securities.
The Registrant has 23,732,252 issued and outstanding shares of common
stock, .001 par value, including the Shares covered by this plan. There is only
one class of stock. Holders of the Registrant's common stock are entitled to one
vote per share on each matter submitted to a vote of the stockholders. Shares of
common stock do not carry cumulative voting rights and, therefore, the holders
of a majority of the common stock are able to elect the entire board of
directors. Holders of common stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally available
for the payment of dividends. Since the Registrant's inception, it has not paid
cash dividends on its common stock and does not anticipate that it will pay any
cash dividends in the foreseeable future.
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Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Company's bylaws provide for the indemnification of officers and
directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
See exhibits in Exhibit Index following the signature page hereof.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) 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.
(b) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the Securities Act
of 1933, as amended, 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.
(d) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, as amended,
each filing of the Registrant's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities 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.
(e) Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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 against such liabilities (other than payment by the
Registrant of expenses paid or incurred 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.
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SIGNATURE PAGE
The Registrant, pursuant to the requirements of the Securities Act of
1933, as amended, 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 the undersigned, thereunto
duly authorized, in the City of Delray Beach, Florida on the 12th day of
December, 2000.
International Foam Solutions, Inc.
By: /s/ Harvey Katz, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statements has been signed by the following persons in the
capacities and on the date indicated.
Dated: December 12, 2000
/s/ Harvey Katz,
Title: President, Chief Executive Officer and Director
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EXHIBIT INDEX
I. Opinion regarding legality
II. Letter on audited financial information (consent of accountants)
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