As filed with the Securities and Exchange Commission on April 29,
1998
Registration No. 2-90328
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SLS INDUSTRIES, INC.
(Exact name of Registrant specified in its charter)
Nevada 77-0002526
(State or other jurisdiction of (I.R.S. Employer or
incorporation organization) Identification No.)
7223 Parkway Drive, Suite 103
Hanover, Maryland 21076
(Address of Principal Executive Offices) (Zip Code)
CONSULTANT COMPENSATION AGREEMENTS
(Full title of the plan)
CT Corporation System
1025 Vermont Avenue, N.W.
Washington, D.C. 20005
(Name and address of agent for service)
(202) 393-1747
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Amount
Title of to be Maximum Maximum of Regis-
Securities Registered Offering Aggregate tration
Registered (1) per Share Offering Price Fee
Common Stock
$.001 par value 1,331,661 $0.25(2) $332,915 $982.10
TOTALS 1,331,661 $332,915 $982.10
(1) This Registration Statement is being filed to register
1,331,661 shares of common stock to be issued as
compensation for certain consulting services.
(2) In accordance with Rule 457(c), the registration fee, with
respect to 1,331,661 shares is based upon the average of the
bid and asked price as of April 28, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information.
SLS Industries, Inc. (the "Registrant") will provide the
consultants (collectively, the "Recipients") with documents that
contain information related to the plans which provide for their
compensation shares and other information, including, but not
limited to, the disclosure required by Item 1 of Form S-8, which
information is not filed as a part of this Registration Statement
(the "Registration Statement"). The foregoing information and
the documents incorporated by reference in response to Item 3 of
Part II of this Registration Statement taken together constitute
a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act"). A
Section 10(a) prospectus will be given to each Recipient who
receives shares of common stock covered by this Registration
Statement, in accordance with Rule 428(b)(1) under the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual
Information.
The Registrant will provide to the Recipients a written statement
advising them of the availability of documents incorporated by
reference in Item 3 of Part II of this Registration Statement and
of documents required to be delivered pursuant to Rule 428(b)
under the Securities Act without charge and upon written or oral
notice. The statement will include the address and telephone
number to which any requests for documents should be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the
Registrant are hereby incorporated into this Registration
Statement by reference:
(1) Registrant's Annual Report on Form 10-KSB for the
fiscal years ended January 31, 1995, 1996, and 1997;
(2) Registrant's Quarterly Report on Form 10-QSB for the
quarterly period ended April 30, 1997;
(3) Registrant's Quarterly Report on Form 10-QSB for the
quarterly period ended July 31, 1997; and
(4) Registrant's Quarterly Report on Form 10-QSB for the
quarterly period ended October 31, 1997.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that
all shares offered hereunder have been sold or de-registers
all securities then remaining unsold are de-registered,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada Revised Statutes ("NRS") authorizes
a Nevada corporation to indemnify any director, officer,
employee, or corporate agent "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, except an action by or in the
right of the corporation" due to his corporate role. Section
78.7502 extends this protection "against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the
action, suit or proceeding if he acted in good faith and in a
manner which 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."
Section 78.7502 of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate
director, officer, employee, or agent who is sued, or is
threatened with a suit, by or in the right of the corporation.
The party must have been acting in good faith and with the
reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the
party is reasonably entitled to indemnification, the party
seeking indemnification must not have been found liable to the
corporation.
To the extent that a corporate director, officer, employee, or
agent is successful on the merits or otherwise in defending any
action or proceeding referred to in Section 78.7502(1) or
78.7502(2), Section 78.7502(3) of the NRS requires that he be
indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense."
Section 78.751(1) of the NRS limits indemnification under
Sections 78.7502 to situations in which either (1) the
stockholders, (2) the majority of a disinterested quorum of
directors, or (3) independent legal counsel determine that
indemnification is proper under the circumstances.
Pursuant to Section 78.751(2) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending
any action or proceeding upon receipt of an undertaking. Section
78.751 provides that the rights to indemnification and
advancement of expenses shall not be deemed exclusive of any
other rights under any bylaw, agreement, stockholder vote, or
vote of disinterested directors. Section 78.751 extends the
rights to indemnification and advancement of expenses to former
directors, officers, employees, and agents, as well as their
heirs, executors, and administrators.
It is the position of the Commission that indemnification against
liabilities for violations under the federal securities laws,
rules, and regulations is against public policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of
this Registration Statement, which Exhibits are incorporated
herein.
4.1 Articles of Incorporation, Certificate of Amendment and
Articles of Amendment of SLS Industries, Inc.
5.1 Opinion of Counsel and Consent of Krage & Janvey, L.L.P.
24.1 Power of Attorney - Included on Signature Page
23.1 Consent of Krage & Janvey, L.L.P. See Exhibit 5.1.
23.2 Consent of Reznick Fedder & Silverman
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement to include any additional
or changed material information on the plan of
distribution.
(a)(2) That, for determining any liability under the
Securities Act, it will treat each post-effective
amendment as a new registration statement of the
securities offered, and the offering of such securities
at that time to be the initial bona fide offering.
(a)(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Hanover, State of Maryland, on April 29, 1998.
SLS INDUSTRIES, INC.
By /s/Richard B. Pazornik
Richard B. Pazornik
President
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers
and/or directors of SLS Industries, Inc., by virtue of their
signatures appearing below, hereby constitute and appoint Richard
B. Pazornik, with full power of substitution, as attorney-in-fact
in his name, place, and stead to execute any and all amendments
to this Registration Statement on Form S-8 in the capacity set
forth opposite his name below and hereby ratify all that said
attorney-in-fact may do by virtue thereof.
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 dates indicated:
Signatures Title Date
/s/Richard B. Pazornik Director and President April 29, 1998
/s/Ronald E. Spire Director April 29, 1998
/s/Charles N. Osher Director April 29, 1998
ws2\2792
EXHIBIT 5.1
April 29, 1998
SLS Industries, Inc.
7223 Parkway Drive, Suite 103
Hanover, Maryland 21076
Re: Registration Statement on Form S-8 Opinion of Counsel
Gentlemen:
As counsel for SLS Industries, Inc. (the "Corporation"), a Nevada
corporation, we have examined the Certificate of Incorporation,
the Bylaws and Minutes of the Corporation and such other
corporate records, documents, and proceedings, and have
considered such questions of law as we deemed relevant for the
purpose of this opinion. We have also, as such counsel, examined
the Corporation's Registration Statement on Form S-8 (the
"Registration Statement"), which will be filed with the
Securities and Exchange Commission today or shortly thereafter,
covering the sale of an aggregate of up to 1,331,661 shares (the
"Shares") of the Corporation's common stock under the Consultant
Compensation Agreements as described in and in accordance with
the terms of the Registration Statement. As you are aware, the
services to be performed and billed to the Corporation by the
Consultants, which relate to "capital raising" transactions, may
not be compensated through the issuance of the Shares.
Based upon the foregoing, we are of the opinion that the Shares
will be duly and validly issued as fully paid and nonassessable
shares of common stock upon issuance.
We hereby consent to the use of our name in such Registration
Statement and to the filing of this opinion as Exhibit 5.1
thereto. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the Rules and
Regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
Krage & Janvey, L.L.P.
ws2\2793(1)
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement under the Securities Act of 1933, dated April 29, 1998
of SLS Industries, Inc. of our report on teh balance sheets of SLS
Industries, Inc. as of January 31, 1997, 1996 and 1995,
and the related statements of operations,
changes in stockholders' equity (deficit), and cash flows for each of the
three years ended January 31, 1997.
Reznick Fedder & Silverman
Baltimore, Maryland
April 29, 1998
ws2\2793(2)
ARTICLES OF AMENDMENT
PARADIGM INDUSTRIES, INC.
(1)
(2) PARADIGM INDUSTRIES, INC. , a
Maryland corporation, hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
(3) The charter of the corporation is hereby amended
as follows:
The name of the corporation shall be changed
from PARADIGM INDUSTRIES, INC. to SLS
INDUSTRIES, INC. effective upon the
acceptance of this amendment by the State of
Maryland.
This amendment of the charter of the corporation has
been approved by
(4) a unanimous vote of the shareholders and the Board of
Directors of the corporation.
We the undersigned President and Secretary swear under
penalties of perjury that the foregoing is a corporate act.
(5) /s/Ronald Spire (5) /s/Richard B. Pazornik
Secretary President
2 E. Fayette Street MAIL TO:
Suite 500 STATE DEPARTMENT OF
Baltimore, MD 21202 ASSESSMENTS & TAXATION
301 WEST PRESTON STREET
ROOM 809
BALTIMORE, MD 21201
PHONE: 410-225-1350
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PHOTO ACOUSTIC TECHNOLOGY, INC.
(After the issuance of Stock)
We the undersigned, Ronald E. Spire, director and Secretary,
and Richard B. Pazornik, director and President, of Photo
Acoustic Technology, Inc., hereby certify:
That the Board of Directors of said corporation at a
meeting duly convened, held on the 17th day of November,
1995, adopted resolutions to amend the original articles and
any prior amendments to the articles as follows:
ARTICLE FIRST is amended to read as follows:
The name of the Corporation is SLS INDUSTRIES, INC.
ARTICLE FOURTH is amended to read as follows:
The amount of the total authorized capital stock of the
Corporation is One Hundred Sixty Million Shares of Stock of
the par value of One-Tenth of One Cent ($0.001) per share.
One Hundred Fifty Million Shares of the One Hundred
Sixty Million Shares authorized shall be authorized as
Common Stock. Ten Million Shares of the One Hundred Sixty
Million Shares authorized shall be authorized as Preferred
Stock.
The Board of Directors may, from time to time, in one
or more series, with such distinctive serial designations as
shall be stated in the resolution(s) providing for the issue
of such stock as shall be adopted from time to time by the
Board of Directors. The first series shall be designated as
"series A." Each series may differ from every other series
already outstanding, as may be determined from time to time
by the Board of Directors prior to the issuance of any
shares thereof.
The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of
Incorporation is 143,779,780 that the said changes and
amendments have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each
class of stock outstanding and entitled to vote thereon.
/s/Richard B. Pazornik
President
/s/Ronald Spire
Secretary
ARTICLES OF INCORPORATION
OF
PHOTO ACOUSTIC TECHNOLOGY, INC.
FIRST. The name of the corporation is PHOTO ACOUSTIC
TECHNOLOGY, INC.
SECOND. Its principal office in the State of Nevada is
located at One East First Street, Reno, Washoe County,
Nevada 89501. The name and address of its resident agent is
The Corporation Trust Company of Nevada, One East First
Street, Reno, Nevada 89501.
THIRD. The nature of the business, or objects or
purposes proposed to be transacted, promoted or carried on
are:
To engage in any lawful activity for which a
corporation may be formed under the Nevada Revised Statutes.
FOURTH. The amount of the total authorized capital
stock of the corporation is Twenty-Five Million (25,000,000)
shares of stock of the par value of One-Tenth of One Cent
($.001) per share. All shares shall be of one class.
FIFTH. The name and Post Office address of the first
Board of Directors, which shall be eight (8) in number, are
as follows:
NAME POST OFFICE ADDRESS
Dr. Arvind Arora 166 South Walter Avenue
Newbury Park, California 91320
Mantosh Chawla 166 South Walter Avenue
Newbury Park, California 91320
Richard L. Randall 166 South Walter Avenue
Newbury Park, California 91320
Dr. Tennyson Smith 166 South Walter Avenue
Newbury Park, California 91320
Suren G. Dutia 166 South Walter Avenue
Newbury Park, California 91320
Dr. Gregory R. Garmong 166 South Walter Avenue
Newbury Park, California 91320
Dr. Yngve Naerheim 166 South Walter Avenue
Newbury Park, California 91320
Ghanshyam Basavda 166 South Walter Avenue
Newbury Park, California 91320
The number of directors may be increased or decreased
(but not to a total of less than three [3] directors) by a
majority vote of the Board plus one.
SIXTH. The capital stock, after the amount of the
subscription price, or par value, has been paid in shall not
be subject to assessment to pay the debts of the
corporation.
SEVENTH. The name and Post Office address of the sole
incorporator signing the Articles of Incorporation is as
follows: Eric W. Doney, 415 Twentieth Street, 4th Floor,
Oakland, California 94612.
EIGHTH. The corporation is to have perpetual
existence.
NINTH. In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized:
Subject to the By-Laws adopted by the stockholders to
make, alter or amend the By-Laws of the corporation.
To fix the amount to be reserved as working capital
over and above its capital stock paid in, to authorize and
cause to be executed mortgages and liens upon the real and
personal property of this corporation.
By resolution passed by a majority of the whole board,
to designate one (1) or more committees, each committee to
consist of one (1) or more of the directors of the
corporation, which, to the extent provided in the resolution
or in the By-Laws of the corporation, shall have and may
exercise the powers of the Board of Directors in the
management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed
to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in
the By-Laws of the corporation or as may be determined from
time to time by resolution adopted by the Board of Direc-
tors.
When and as authorized by the affirmative vote of
stockholders holding stock entitling them to exercise at
least a majority of the voting power given at a
stockholders' meeting called for that purpose, or when
authorized by the written consent of the holders of at least
a majority of the voting stock issued and outstanding, the
Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and
assets of the corporation, including its good will and its
corporate franchises, upon such terms and conditions as its
Board of Directors deem expedient and for the best interests
of the corporation.
TENTH. Meetings of stockholders may be held outside
the State of Nevada, if the By-Laws so provide. The books
of the corporation may be kept (subject to any provision
contained in the statutes) outside the State of Nevada at
such place or places as may be designated from time to time
by the Board of Directors or in the By-Laws of the
corporation.
ELEVENTH. This corporation reserves the right to
amend, alter, change or repeal any provision contained in
the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon stockholders
herein are granted subject to this reservation.
TWELFTH. Any and all directors and officers and former
directors and officers of the corporation and any person who
may have served at the request of the corporation as a
director or officer of another corporation in which the
corporation owns shares of capital stock or of which the
corporation is a creditor (and the heirs, executors or
administrators of any such director or officer or former
director or officer or person), shall be indemnified by the
corporation against all costs and legal or other expenses,
including costs or amount of settlement, reasonably incurred
by or imposed upon them, in connection with or resulting
from any claim, action, suit or proceeding, whether civil or
criminal, in which they, or any of them, are made parties,
or a party, by reason of being or having been directors or
officers or a director or officer of the corporation, or of
such other corporation. The right of indemnification herein
provided shall apply whether or not such director or former
director or officer or person indemnified is such at the
time such costs or expenses are incurred or imposed.
Such right of indemnification shall not apply, however,
in relation to matters as to which any such director or
officer or former director or officer or person shall be
finally adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of
his duty as such director or officer; provided, however,
that any entry or a judgment by consent as part of a
settlement shall not be deemed a final adjudication of
liability for negligence or misconduct in the performance of
duty. If any such claim, action, suit or proceeding is
settled (whether by agreement, entry or judgment by consent,
or otherwise), the determination in good faith by the Board
of Directors of the corporation that such claim, action,
suit or proceeding did not arise out of negligence or
misconduct in the performance of duty by the director or
officer or former director or officer or person indemnified
and that such director or officer or former director or
officer or person would not be held liable for the claim,
action, suit or proceeding in question, shall be necessary
and sufficient to justify indemnification. The right of
indemnification herein provided shall not be exclusive of
other rights to whom those indemnified may be entitled under
any statute, By-Law, agreement, vote of stockholders, or
otherwise.
I, THE UNDERSIGNED, being the sole incorporator
hereinbefore named for the purpose of forming a corporation
pursuant to the General Corporation Law of the State of
Nevada, do make and file these Articles of Incorporation,
hereby declaring and certifying that the facts herein stated
are true, and accordingly, have hereunto set my hand this
14th day of September, 1983.
/s/Eric W. Doney
Eric W. Doney
STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
On this 14th day of September, 1983, before me, a
Notary Public, personally appeared Eric W. Doney who
acknowledged that he executed the above instrument.
/s/Janice L. Drake Seal
Notary Public
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PHOTO ACOUSTIC TECHNOLOGY, INC.
Dr. Arvind Arora and Mantosh Chawla, the President and
Secretary, respectively, of Photo Acoustic Technology, Inc.,
hereby certify that the Fourth Article of the Articles of
Incorporation of said corporation has been amended to read
in full as follows:
"The amount of the total authorized capital
stock of the Corporation is One Hundred and
Fifty Million Shares of stock of the par
value of One-Tenth of One Cent ($.001) per
share. All shares shall be of one class.
On the effective date of this Amendment, each
issued and outstanding share of capital stock
of the par value of One-Tenth of One Cent
($.001) per share, shall be reclassified and
converted into six (6) shares of capital
stock, One-Tenth of One Cent ($.001) par
value.
No shareholder of the corporation shall, by
reason of his holding shares in the
Corporation, have preemptive or preferential
rights to purchase or subscribe to shares of
the Corporation now or hereafter authorized,
or shares thereof held in the treasury of the
Corporation, or any notes, debentures, bonds,
or other securities, convertible into, or
carrying options or warrants to purchase
shares now or hereafter authorized, whether
issued for cash or other consideration."
The foregoing amendment was duly adopted by resolutions
of the Board of Directors at a meeting held on April 2,
1984, and by Unanimous Written Consent of the Board of
Directors as of June 12, 1984, and approved by Unanimous
Written Consent of the Shareholders.
DATED: June 29 , 1984
/s/Arvind Arora
Dr. Arvind Arora, President
/s/Mantosh Chawla
Mantosh Chawla, Secretary
STATE OF CALIFORNIA )
)ss.
COUNTY OF VENTURA )
On June 29, 1984, before me, the undersigned, a Notary
Public in and for said State, personally appeared ARVIND
ARORA and MANTOSH CHAWLA, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the
President and Secretary, respectively, of PHOTO ACOUSTIC
TECHNOLOGY, INC., a Nevada corporation, whose names are
subscribed to the within instrument and acknowledged that
they executed same in their capacities as President and
Secretary, respectively.
WITNESS my hand and official seal.
/s/Patricia A. Petrosky SEAL
Notary Public in and for said State
