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As Filed with the Securities and Exchange Commission on June 20, 1996
Registration Number 0-12775
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ODESSA FOODS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware 75-1613360
(State or other (I.R.S. Employer
jurisdiction Identification Number)
of incorporation
or organization)
One Evertrust Plaza
Jersey City, New Jersey 07302
Telephone: 718-646-4175
(Address of principal executive offices)
Odessa Foods International, Inc.
1996 Non-Statutory Stock Option Plan
(Full title of the Plan)
Gary B. Wolff, P.C.
747 Third Avenue
New York, New York 10017
Telephone: (212) 644-6446
(Name, address and telephone number of agent for service.)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock
$.00001 par value 1,000,000 $1.50 $1,500,000 $517.25
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-KSB.
(b) All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the year covered by the Form 10-KSB referred to in
(a) above.
(c) Not Applicable.
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, prior to the filing
of a post-effective amendment to the registration statement which indicates
that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
The registrant is authorized to issue Twenty Five Million (25,000,000) shares
of Common Stock. The par value of each of said shares is $.00001. All such
shares are of one class, which shares of Common Stock has full voting and
dividend rights but without cumulative voting rights or any pre-emptive rights.
Item 5. Interest of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporation Law of the State of Delaware contains
provisions entitling directors and officers of the registrant to
indemnification from judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of the registrant provided said officers or directors 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.
Additionally, Article "11" of the registrant's amended Articles of
Incorporation (as filed November 27, 1995) reads as follows:
"11: No Director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability (i) for any breach
of the Director's duty of loyalty to the Corporation or its
stockholders; (ii) for acts or
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omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) for the payment of unlawful
dividends or unlawful stock repurchases or redemptions under Section
174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the Director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
Item 9. Undertakings.
(a) The undersigned registrant 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 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 thereto) which, individually
or in the aggregate, represents a fundamental change
in the information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
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offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 124c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial
information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6, 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 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 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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SIGNATURES
The Registrant. 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in City of New York, State of New York
on June 18, 1996.
Odessa Foods International, Inc.
/Leon Golden/
By: Leon Golden, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Name Date
/Leon Golden/ June 18, 1996
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Leon Golden, President and a Director
/Werner Heim/ June 18, 1996
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Werner Heim, Secretary-Treasurer
and Director
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<TABLE>
<CAPTION>
Page in Sequential
Exhibit Index. Number system
<S> <C> <C>
(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
(4) Not Applicable
(5) Consent and Opinion of Gary B. Wolff, P.C., 747 Third
Avenue, New York, New York 10017 regarding legality
of securities registered under this Registration
Statement and to the references to such attorney
in the Registration Statement on Form S-8 7
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Consent of Bederson & Company LLP, Certified Public
Accountants for the Company for years ended
June 30, 1995 and 1994 8
(24) Not Applicable
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Not Applicable
</TABLE>
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June 18, 1996
CONSENT AND OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Gentlemen:
I am securities counsel to Odessa Foods International, Inc., a Delaware
corporation (the "Company"). I have, in such capacity, examined and am
familiar with the Articles of Organization, as amended, and the By-laws of the
Company, and have examined the records of corporate proceedings. I have also
examined and am familiar with such other documents as I have considered
necessary for rendering my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that the shares of Common Stock,
$.00001 par value, of the Company reserved for issuance under the Odessa Foods
International, Inc. 1996 Non-Statutory Stock Option Plan dated June 7, 1996,
will, when issued in accordance with the terms of such plan, be legally issued,
fully paid and nonassessable.
In addition, I hereby consent to the use of our name in the above opinion filed
with the Registration Statement on Form S-8.
Very truly yours,
/Gary B. Wolff/
Gary B. Wolff
GBW:th
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ON LETTERHEAD
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Odessa Foods International, Inc. on Form S-8 and our report dated
October 9, 1995 on our audit of the financial statements of Odessa Foods
International, Inc. as of fiscal years ended June 30, 1995 and 1994, which
report was included in Odessa Foods International, Inc.'s Form 10-KSB as filed
with the Securities and Exchange Commission on November 2, 1995.
BEDERSON & COMPANY LLP
/Bederson & Company/
West Orange, New Jersey
June 18, 1996
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