As filed with the Securities and Exchange Commission on June 7, 2000. File No.
333-30400
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
INTACTA TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Nevada 7371 58-2488071
(State or jurisdiction of (Primary Standard) (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
235 Peachtree Street, N.E. CT Corporation System
2215 North Tower 1633 Broadway
Atlanta, Georgia 30303 New York, New York 10019
(404) 880-9919 (212) 664-1666
(Address, including zip code, (Name, address, including
and telephone number, zip code, and telephone
including area code, of number, including area
registrant's principal code, of agent for
executive offices) service)
--------------------
Copies to:
Altaf S. Nazerali Randal R. Jones
235 Peachtree Street, N.E. Dorsey & Whitney LLP
2215 North Tower 1420 Fifth Avenue, Suite 3400
Atlanta Georgia 30303 Seattle, Washington 98101
(404) 880-9919 (206) 903-8800
--------------------
Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
--------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Amount
Securities and Exchange Commission Registration Fee $ 5,646
Legal Fees and Expenses 50,000
Accounting Fees and Expenses 10,000
Printing and Engraving Expenses 3,000
Miscellaneous Expenses 5,000
Total 73,646
Item 14. Indemnification of Directors and Officers.
Under Nevada Revised Statutes Section 78.7502 and 78.751, our articles of
incorporation and bylaws provide for the indemnification of our officers and
directors. Mandatory indemnification is required for present and former
directors. However, the director must have conducted himself in good faith and
reasonably believes that his conduct was in, or not opposed to, our best
interests. In a criminal action he must not have had a reasonable cause to
believe his conduct was unlawful. Advances for expenses may be made if the
director affirms in writing that he believes he has met the standards and that
he will personally repay the expense if it is determined he did not meet
the standards. We provide permissive indemnification for officers, employees
or agents. Our Board must approve such indemnification and the standards and
limitations are the same as for a director.
We will not indemnify a director or officer adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit. Indemnification in a derivative
action is limited to reasonable expenses incurred in connection with the
proceeding. Also, we are authorized to purchase insurance on behalf of an
individual for liabilities incurred whether or not we would have the power or
obligation to indemnify him under our bylaws.
Item 15. Recent Sales of Unregistered Securities.
On November 8, 1997, we issued 4,000,000 common shares on a private placement
basis to seventeen institutional investors for an aggregate offering price of
$600,000 in cash. We issued an additional 60,000 common shares to two agents,
West America and Christopher Dieterich, as payment for commissions and fees in
connection with the offering.
On December 19, 1997, we issued 975,000 common shares on a private placement
basis to eight institutional investors for an aggregate offering price of
$390,000 in cash.
On April 30, 1998, we issued 117,000 common shares on a private placement
basis to Gestibroker Consulting for an aggregate offering price of $351,000 in
cash.
On May 12, 1998, we issued 33,000 common shares on a private placement basis
to Francis Pizzulli for an aggregate offering price of $99,000 in cash.
On May 31, 1998, under an Exchange Agreement between us and Corsa S.A.
Holdings ("Corsa"), we issued 11,486,000 common shares on a private placement
basis to Corsa in exchange for the transfer of 100% of the outstanding shares
of Intacta Delaware Inc. and 99% of the outstanding shares of Intacta Labs
Ltd.
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<PAGE>
On December 31, 1998, we issued 1,000,000 common shares on a private placement
basis to MFC Merchant Bank S.A. for an aggregate offering price of $4,000,000
in cash. Under an Agency Agreement dated October 23, 1998, we paid $400,000 to
Barons Financial Services (U.K.) Ltd., the agent for the offering.
On June 30, 1999, we issued 238,000 shares of common stock on a private
placement basis to Valor Invest Limited in repayment of a loan of $952,100
pursuant to a loan conversion at the rate of $4.00 per share.
With the exception of the May 12, 1998 offer and sale of securities, we relied
on the exclusion from registration provided by Regulation S under the
Securities Act of 1933, as amended (the "Securities Act") in connection with
the offer and sale of securities in the above transactions. In connection with
the May 12, 1998 offer and sale of securities to Francis Pizzulli, we relied
on the exemption from registration provided by Regulation D under the
Securities Act.
Item 16. Exhibits and Financial Statement Schedules.
Exhibits
Exhibit No. Description
3.1| Articles of Amendment and Articles of Incorporation of
Intacta Technologies Inc.
3.2| Bylaws of Intacta Technologies Inc.
4.1| Specimen Stock Certificate
5.1| Opinion of McDonald Carano Wilson McCune Bergin Frankovich &
Hicks LLP
10.1+| Licensing Agreement dated July 19, 1999, between registrant
and DataLode Inc.
10.2+| International Distributor Agreement dated September 20,
1997, between registrant and Orbit Company, Ltd.
10.3| International Distributor Agreement dated June 28, 1996,
between registrant and Rexton Corporation
10.4+| License Agreement dated May 31, 1997, between registrant and
Brother Industries, Ltd.
10.5+| License Agreement dated April 29, 1997, between registrant
and Brother Industries, Ltd.
10.6+| Authorized OEM Agreement dated August 6, 1996, between
registrant and SmithMicro Software, Inc.
10.7| Sublease Agreement dated September 16, 1999 between Outdoor
West, Inc. and registrant
10.8| Tenancy Agreement dated August 31, 1999 between Mrs. Hana
Kimchi and Fontech Ltd. (English translation of original
Hebrew agreement)
10.9| Shareholders Agreement dated May 31, 1998, among registrant,
Valor Invest, Ltd. and Corsa SA Holdings
10.10| 1998 Stock Option Plan
10.11| Consulting Agreement dated October 1, 1998, between
registrant and Pensbreigh Holdings Ltd.
10.12| Letter Agreement dated September 30, 1998, between
registrant and Marco Genoni
10.13| Agreement dated March 31, 1999, between registrant and Noel
R. Bambrough
10.14| Exchange Agreement dated May 31, 1998 between registrant and
Corsa S.A. Holdings
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<PAGE>
Exhibit No. Description
10.15| Consulting Agreement dated March 1, 1999 between registrant
and Pensbreigh Holdings Ltd.
21.1| List of subsidiaries of registrant
23.1| Consent of BDO Seidman, LLP
23.2| Consent of Meredith, Cardozo, Lanz and Chiu, LLP
23.3| Consent of McDonald Carano Wilson McCune Bergin Frankovich &
Hicks LLP (included in Exhibit 5.1)
24.1| Power of Attorney (included on signature page)
27.1| Financial Data Schedule
+ Confidential treatment has been requested as to certain portions of this
exhibit. Omitted portions have been filed separately with the Securities and
Exchange Commission.
| Previously filed.
Financial Statement Schedules.
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions, are inapplicable or not material, or the
information called for thereby is otherwise included in the financial
statements and therefore has been omitted.
Item 17. Undertakings.
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 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 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 of
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.
The undersigned registrant hereby undertakes to provide to the underwriter at
the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names by the underwriter to permit prompt
delivery to each purchaser.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be a part of this Registration
Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
The undersigned registrant hereby further undertakes:
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(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 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 form 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) (S230.424(b) of this chapter) 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.
(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) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by S210.3-19 of this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be furnished,
provided that the registrant includes in the prospectus, by means of a post-
effective amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other information in
the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3 (S239.33 of this chapter), a post-effective
amendment need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or S210.3-19 of this chapter if such
financial statements and information are contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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, on June 7, 2000.
Intacta Technologies Inc.
By: /s/ Altaf S. Nazerali
---------------------
Altaf S. Nazerali
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Altaf S. Nazerali President, Chief Executive Officer June 7, 2000
--------------------- and Director
Altaf S. Nazerali
/s/ * Vice President, Finance and June 7, 2000
--------------------- Director
Ross Wilmot
/s/ * Director June 7, 2000
---------------------
Yehoshua Sagi
/s/ * Executive Vice President, Chief June 7, 2000
--------------------- Operating Officer and Director
Noel Bambrough
/s/ * Executive Vice President, Research June 7, 2000
--------------------- and Development and Director
Menachem Tassa
/s/ * Director June 7, 2000
---------------------
Yechiel Y. Sharabi
/s/ * Director June 7, 2000
---------------------
Amnon Shai
* By: /s/ Altaf S. Nazerali
---------------------
Altaf S. Nazerali
Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit No. Description
3.1| Articles of Amendment and Articles of Incorporation of
Intacta Technologies Inc.
3.2| Bylaws of Intacta Technologies Inc.
4.1| Specimen Stock Certificate
5.1| Opinion of McDonald Carano Wilson McCune Bergin Frankovich &
Hicks LLP
10.1+| Licensing Agreement dated July 19, 1999, between registrant
and DataLode Inc.
10.2+| International Distributor Agreement dated September 20,
1997, between registrant and Orbit Company, Ltd.
10.3| International Distributor Agreement dated June 28, 1996,
between registrant and Rexton Corporation
10.4+| License Agreement dated May 31, 1997, between registrant and
Brother Industries, Ltd.
10.5+| License Agreement dated April 29, 1997, between registrant
and Brother Industries, Ltd.
10.6+| Authorized OEM Agreement dated August 6, 1996, between
registrant and SmithMicro Software, Inc.
10.7| Sublease Agreement dated September 16, 1999 between Outdoor
West, Inc. and registrant
10.8| Tenancy Agreement dated August 31, 1999 between Mrs. Hana
Kimchi and Fontech Ltd. (English translation of original
Hebrew agreement)
10.9| Shareholders Agreement dated May 31, 1998, among registrant,
Valor Invest, Ltd. and Corsa SA Holdings
10.10| 1998 Stock Option Plan
10.11| Consulting Agreement dated October 1, 1998, between
registrant and Pensbreigh Holdings Ltd.
10.12| Letter Agreement dated September 30, 1998, between
registrant and Marco Genoni
10.13| Agreement dated March 31, 1999, between registrant and Noel
R. Bambrough
10.14| Exchange Agreement dated May 31, 1998 between registrant and
Corsa S.A. Holdings
10.15| Consulting Agreement dated March 1, 1999 between registrant
and Pensbreigh Holdings Ltd.
21.1| List of subsidiaries of registrant
23.1| Consent of BDO Seidman, LLP
23.2| Consent of Meredith, Cardozo, Lanz and Chiu, LLP
23.3| Consent of McDonald Carano Wilson McCune Bergin Frankovich &
Hicks LLP (included in Exhibit 5.1)
24.1| Power of Attorney (included on signature page)
27.1| Financial Data Schedule
+ Confidential treatment has been requested as to certain portions of this
exhibit. Omitted portions have been filed separately with the Securities and
Exchange Commission.
| Previously filed.
