UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 0-29417
ICRYSTAL, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER
DELAWARE 62-1581902
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3237 King George Hwy., Ste. 101-B
Surrey, British Columbia, V5P 1B7 Canada
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
2000 Incentive Plan of ICrystal, Inc.
(FULL TITLE OF THE PLAN)
Larry J. Hrabi, President
3237 King George Hwy., Ste. 101-B
Surrey, British Columbia, V4P 1B7 Canada
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(604) 542-5021
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
SECURITIES TO REGISTERED OFFERING PRICE AGGREGATE OFFERING OF
REGISTRATION PRICE PER PRICE REGIS-
BE REGISTERED PER SHARE TRATION
SHARE FEE
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Common Stock, 3,000,000 $ .20 $ .20 $600,000 $ 158.40
.001 Par Value
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
(A) GENERAL PLAN INFORMATION
(1) THE PLAN IS ENTITLED " 2000 INCENTIVE PLAN OF ICRYSTAL, INC. " AND IS TO
BE OFFERED BY ICRYSTAL, INC. (HEREINAFTER "REGISTRANT" OR THE "COMPANY").
(2) THE GENERAL NATURE AND PURPOSE IS TO TO ENABLE THE COMPANY TO ATTRACT,
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RETAIN AND MOTIVATE THEIR EMPLOYEES AND CONSULTANTS BY PROVIDING FOR OR
INCREASING THE PROPRIETARY INTERESTS OF SUCH EMPLOYEES AND CONSULTANTS IN THE
COMPANY, AND TO ENABLE THE COMPANY TO ATTRACT, RETAIN AND MOTIVATE ITS
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NON-EMPLOYEE DIRECTORS AND FURTHER ALIGN THEIR INTERESTS WITH THOSE OF THE
SHAREHOLDERS OF THE COMPANY BY PROVIDING FOR OR INCREASING THE PROPRIETARY
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INTERESTS OF SUCH DIRECTORS IN THE COMPANY. THE PLAN PROVIDES THAT NO AWARDS MAY
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BE GRANTED AFTER APRIL 4, 2010. THE PLAN ADMINISTRATOR HAS SOLE AND ABSOLUTE
DISCRETION REGARDING ALL TERMS AND CONDITIONS REGARDING ANY AWARDS UNDER THE
PLAN.
(3) THE PLAN IS NOT, UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO ANY
PROVISIONS OF ERISA.
(4) CONTACT INFORMATION: LARRY J. HRABI, CEO OF REGISTRANT; TELEPHONE:
604-542-5021. THE ADMINISTRATORS OF THE PLAN ARE LARRY J. HRABI AND DOUG SLAMKO,
WHO ARE OFFICERS, DIRECTORS AND SHAREHOLDERS OF REGISTRANT. THE ADMINISTRATORS
ARE SELECTED BY THE BOARD OF DIRECTORS OF REGISTRANT, FOR A TERM OF ONE YEAR,
AND MAY BE REMOVED BY RESOLUTION OF THE BOARD OF DIRECTORS.
(B) SECURITIES TO BE OFFERED
(1) A TOTAL OF 3,000,000 SHARES OF REGISTRANT'S COMMON STOCK WILL BE
OFFERED.
(2) NOT APPLICABLE
(C) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN: EMPLOYEES, NON-EMPLOYEE
DIRECTORS, INDEPENDENT CONTRACTORS OR CONSULTANTS OF THE COMPANY OR ANY OF ITS
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SUBSIDIARIES, AS SET FORTH IN THE PLAN.
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(D) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED:
(1) PLAN PARTICIPANTS MAY BE GRANTED AWARDS UNDER THE PLAN AND RECEIVE
SHARES OF COMMON STOCK AT ANY TIME PRIOR TO APRIL 4, 2010, THE
TERMINATION DATE OF THE PLAN. THE PRICE AT WHICH THE COMMON STOCK MAY
BE PURCHASED, THE BASIS FOR DETERMINATION OF THE PURCHASE PRICE AND
ANY TERMS REGARDING THE AMOUNT OF COMMON STOCK ANY PLAN PARTICIPANT
MAY PURCHASE ARE ALL SUBJECT TO THE SOLE AND ABSOLUTE DISCRETION OF
THE ADMINISTRATOR. THE INITIAL PRICE AT WHICH THE COMMON STOCK MAY BE
PURCHASED IS $.20.
(2) THE TIME AND MANNER OF PAYMENT FOR COMMON STOCK PURCHASED IS SUBJECT
TO THE DISCRETION OF THE ADMINISTRATOR, AS PROVIDED IN SECTION 3(d) OF
THE PLAN.
(3) THE ADMINISTRATOR HAS SOLE AND ABSOLUTE DISCRETION TO ESTABLISH THE
AMOUNT OF COMMON STOCK ANY PLAN PARTICIPANT MAY ACQUIRE UNDER THE
PLAN.
(4) THE PLAN DOES NOT PROVIDE FOR ANY CONTRIBUTIONS TO BE MADE BY THE
REGISTRANT OR ANY EMPLOYER.
(5) THERE ARE NO PROVISIONS RELATING TO NATURE OR FREQUENCY OF ANY REPORTS
TO BE MADE TO PLAN PARTICIPANTS REGARDING THE AMOUNT OR STATUS OF
THEIR ACCOUNTS.
(6) THE SECURITIES WILL BE PURCHASED DIRECTLY FROM REGISTRANT'S TREASURY;
NO FEES, COMMISSIONS OR OTHER CHARGES WILL BE PAID.
(E) RESALE RESTRICTIONS: NO RESTRICTIONS ON RESALE ARE CURRENTLY CONTEMPLATED.
(F) TAX EFFECTS OF PLAN PARTICIPATION: PLAN PARTICIPANTS MAY REALIZE A GAIN
WHEN THEY SELL THE SHARES, BASED ON THE SALE PRICE THEY RECEIVE VERSUS THE
PURCHASE PRICE. REGISTRANT DOES NOT FORESEE A TAX CONSEQUENCE FOR ITSELF. THE
PLAN DOES NOT, TO THE BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(a)
OF THE INTERNAL REVENUE CODE. THE INVESTMENT COMPANY ACT OF 1940 IS NOT
APPLICABLE.
(G) INVESTMENT OF FUNDS: THE FUNDS RECEIVED, IF ANY, WILL BE USED FOR GENERAL
USE OF REGISTRANT.
(H) WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
(1) THE PLAN DOES NOT CONTAIN PROVISIONS REGARDING WITHDRAWAL OR
TERMINATION, AND NONE ARE CURRENTLY CONTEMPLATED. HOWEVER, THE PLAN
ADMINISTRATOR HAS THE SOLE AND ABSOLUTE DISCRETION TO ADOPT SUCH
PROVISIONS AT ANY TIME.
(2) THE PLAN DOES NOT CONTAIN PROVISIONS REGARDING ASSIGNMENT OR
HYPOTHECATION, AND NONE ARE CURRENTLY CONTEMPLATED. HOWEVER, THE PLAN
ADMINISTRATOR HAS THE SOLE AND ABSOLUTE DISCRETION TO ADOPT SUCH
PROVISIONS AT ANY TIME.
(3) NOT APPLICABLE
(I) FORFEITURES AND PENALTIES: THERE IS NO CURRENTLY CONTEMPLATED FORFEITURE
OR PENALTY EVENT.
(J) CHARGES, DEDUCTIONS AND LIENS THEREFOR:
(1) THERE ARE NO PROVISIONS FOR CHARGES OR DEDUCTIONS UNDER THE PLAN.
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(2) THERE ARE NO PROVISIONS FOR THE CREATION OF ANY LIEN UNDER THE PLAN.
(3) NOT APPLICABLE
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
REGISTRANT PLANS TO IMMEDIATELY FORWARD A COPY OF THIS FORM AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE TO POTENTIAL PLAN PARTICIPANTS UPON THE
FILING OF THIS FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(A) THE FORM 10-SB REPORT FILED BY REGISTRANT ON MAY 30, 2000 IS HEREBY
INCORPORATED BY REFERENCE.
(B) THE 10-Q REPORT FILED BY REGISTRANT FOR THE FISCAL QUARTER ENDING MARCH 31,
2000, IS HEREBY INCORPORATED BY REFERENCE.
(C) THE FORM 10-SB REPORT FILED BY REGISTRANT ON MAY 30, 2000 IS HEREBY
INCORPORATED BY REFERENCE.
IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO SECTIONS
13(A), 13(C), 14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, IF ANY, ARE
INCORPORATED BY REFERENCE.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
THERE ARE NO RELEVANT INTERESTS OF EXPERT OR COUNSEL IN THIS FORM THAT REQUIRE
DISCLOSURE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
REGISTRANT'S CHARTER GENERALLY INDEMNIFIES A DIRECTOR OR AN OFFICER AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
NO RESTRICTED SECURITIES ARE TO BE REOFFERED OR RESOLD PURSUANT TO THIS
REGISTRATION STATEMENT AND,THEREFORE, NO EXEMPTION FROM REGISTRATION IS HEREBY
CLAIMED FOR SUCH SECURITIES.
ITEM 8. EXHIBITS
(a) AN OPINION OF COUNSEL AS TO THE LEGALITY OF THE ORIGINAL ISSUE
SECURITIES IS PROVIDED IN EXHIBIT 5.
(b) REGISTRANT WILL SUBMIT THE PLAN AND ANY AMENDMENT THERETO TO THE
INTERNAL REVENUE SERVICE ("IRS") IN A TIMELY MANNER AND WILL MAKE ALL
CHANGES REQUIRED BY THE IRS IN ORDER TO QUALIFY THE PLAN.
REGISTRANT FURNISHES THE FOLLOWING EXHIBITS REQUIRED BY ITEM 601 0F
REGULATION S-K:
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EXHIBIT 4 - 2000 INCENTIVE PLAN OF ICRYSTAL, INC.
EXHIBIT 5 - OPINION OF LEGAL COUNSEL
EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION IS INCORPORATED
FROM REGISTRANT'S FORM 10-Q FILED FOR THE QUARTER ENDED MARCH 31, 2000.
EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL ARE INCORPORATED FROM REGISTRANT'S
PREVIOUS FORM 10-SB AND 10-Q FILINGS. ALSO, SEE EXHIBIT 5.
ITEM 9. UNDERTAKINGS
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
(1) THAT, FOR THE PURPOSE OF DETERMINING ANY LIABILITY UNDER THE
SECURITIES ACT OF 1933, EACH 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.
(2) 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.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933 (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 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 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, 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
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE ADMINISTRATORS
OF THE ICRYSTAL, INC. 2000 INCENTIVE PLAN HAVE DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF VANCOUVER, B.C., CANADA ON JULY 14, 2000.
ICRYSTAL, INC.,
A DELAWARE CORPORATION
BY:/s/LARRY J. HRABI
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LARRY J. HRABI, DIRECTOR AND
PLAN ADMINISTRATOR
BY:/s/DOUG SLAMKO
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DOUG SLAMKO, DIRECTOR AND
PLAN ADMINISTRATOR
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