As filed with the Securities and Exchange Commission on July 10, 2000.
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________________
IR OPERATING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-2165149
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
112 Main Street
Webster, MA 01570
(888) 444-4762
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
1999 Stock Option Plan
(Full Title of Plan)
______________________________
Murray Fox, President and Chief Executive Officer
112 Main Street
Webster, MA 01570
(888) 444-4762
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________________
Copies to:
James W. Lucas, Esq.
Law Offices of Oscar Folger
521 Fifth Avenue
New York, New York 10175
(212) 697-6464
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed Proposed
Maximum Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered(1) Registered Share(2) Price(2) Fee
--------------------------------------------------------------------------------
Common Stock,
$.001 par value 3,000,000 $0.50 $1,500,000 $396.00
(1) This registration statement covers shares of common stock of IR Operating
Corporation that may be offered or sold pursuant to the IR Operating
Corporation Stock Option Plan described herein. This registration statement
also relates to an indeterminate number of shares of common stock that may
be issued upon stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933, as amended.
(2) Calculated pursuant to Rules 457(c) and (h), based upon the average of the
reported bid and ask sales prices for the common stock on July 7, 2000.
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<PAGE>
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, as amended and the
Introductory 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, including any amendments thereto, which have
been or shall be filed by IR Operating Corporation with the Securities and
Exchange Commission are incorporated herein by reference and shall be deemed to
be a part hereof from the date of filing such documents.
(a) Our Annual Report on Form 10-KSB for the year ended December 31, 1999,
filed with the Commission on March 28, 2000;
(b) Our Quarterly Report on Form 10-QSB for the quarter ended March 31,
2000, filed with the Commission on May 11, 2000 and amended on Form
10-QSB/A on May 15, 2000; and
(c) A description of IR Operating Corporation'
s common stock contained in
the Registration Statement on Form 10-SB, filed August 26, 1999 and
amendments on Forms 10-SB/A on June 8 and June 20, 2000.
All documents subsequently filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this registration statement, but prior to the filing
of a post-effective amendment to this registration statement that indicates that
all securities offered by this registration statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement. Each document
incorporated by reference into this registration statement shall be deemed to be
a part of this registration statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this registration statement or by any document that constitutes
part of the prospectus relating to the IR Operating Corporation Stock Option
Plan that meets the requirements of Section 10(a) of the Securities Act.
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<PAGE>
Item 4. Description of Securities.
Our common stock is registered pursuant to Section 12 of the Exchange Act.
Therefore, the description of securities is omitted.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to 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.
Subsection (b) of Section 145 empowers a corporation to 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 such
person acted in any of the capacities set forth above, 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, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
made 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 circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.
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<PAGE>
Section 145 further provides (1) that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; (2) that indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; (3) that indemnification provided for by
Section 145 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 such person's heirs, executors and
administrators; and (4) that the corporation is empowered to purchase and
maintain insurance on behalf of a director or officer of the corporation 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 liabilities under Section 145.
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, article seventh of our certificate of incorporation, as
amended, provides that none of our directors shall be liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (1) for any breach of the director's duty of loyalty to IR
Operating Corporation or our stockholders; (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law;
(3) under Section 174; or (4) for any transaction from which the director
derived an improper personal benefit. We shall, to the fullest extent permitted
by Section 145, as amended from time to time, indemnify all persons whom we may
indemnify pursuant thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 IR Operating Corporation 1999 Stock Option Plan (incorporated by
reference from Exhibit 10(iii) to Annual Report on Form 10-KSB for the
year ended December 31, 1999, filed with the Commission on March 28,
2000)
5.1 Opinion of Oscar D. Folger as to the legality of the securities being
registered
23.1 Consent of Oscar D. Folger (included in Exhibit 5.1)
23.2 Consent of Holtz Rubenstein & Co., LLP
24.1 Power of Attorney (included on the signature page of this registration
statement).
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<PAGE>
Item 9. Undertakings
(a) IR Operating Corporation 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;
(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 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;
(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) 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 IR Operating Corporation pursuant to
Section 13 or Section 15(d) of the Exchange Act 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.
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(b) IR Operating Corporation hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of our annual report
pursuant to Section 13(a) or 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 IR Operating
Corporation pursuant to the foregoing provisions, or otherwise, we have 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 indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of IR Operating Corporation 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, we will, unless in the opinion of 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, IR Operating
Corporation 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 Webster, State of Massachusetts, on July 7,
2000.
IR Operating Corporation
By:/s/ Murray Fox
----------------------------------------
Murray Fox, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Murray Fox and David C. Katz, and each of them,
with full power to act without the other, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this registration statement, any and all amendments thereto
(including post-effective amendments), any subsequent registration statements
pursuant to Rule 462 of the Securities Act of 1933, and any amendments thereto
and to file the same, with exhibits and schedules thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing necessary or desirable
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
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
Signature Capacity Date
----------------------------------------------------------------------------
/s/ Murray Fox President and Director July 7, 2000
--------------
Murray Fox
/s/ Anthony Conte Vice President and Director July 7, 2000
-----------------
Anthony Conte
/s/ David C. Katz Secretary and Director July 7, 2000
-----------------
David C. Katz
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