As filed with the Securities and Exchange Commission on September 29, 1999
Registration No. -________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CENTENARY INTERNATIONAL CORP.
(Exact name of issuer as specified in its charter)
Nevada 86-0874841
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
692 Madison Avenue, Third Floor, New York, NY 10021
(Address of principal executive offices)
1999 Stock Option Plan, and the Compensation Plan
(Full title of the plans)
John H. Tonelli, President
Centenary International Corp.
692 Madison Avenue, Third Floor, New York, NY 10021
(212) 644-2113
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Robert D. Axelrod
Axelrod, Smith & Kirshbaum
5300 Memorial Drive, Suite 700
Houston, Texas 77007
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<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (*) price(*) fee
- --------------- ---------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
Common stock, 3,300,000 shares $ .875 $ 2,887,500.00 $ 802.73
par value $.001
- ---------------------------------------------------------------------------------
<FN>
* Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for purposes of calculating the registration fee.
</TABLE>
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4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Centenary International Corp. (the
"Company"), are incorporated herein by reference and made a part hereof: (a) the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998; (b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1998; and (c) the description of the securities
offered hereby is incorporated by reference to the Company's Registration
Statement on Form 10-SB, as amended (Registration Statement No. 000-23851, filed
February 27, 1998, as amended.
Item 4. Description of Securities.
The Company's Common Stock is registered under Section 12(g) of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Articles of Incorporation at Section 11. state that no
director or officer of the Company shall be personally liable to the Company or
any of its shareholders for damages for breach of fiduciary duty involving any
act or omission, except for acts of intentional misconduct, fraud or knowing
violation of law or the payment of dividends in violation of applicable Nevada
law. The foregoing discussion of the Company's Articles of Incorporation is not
intended to be exhaustive and is qualified in its entirety by the Articles of
Incorporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of the Registration
Statement:
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<CAPTION>
Exhibit Number Description of Exhibit
<C> <S>
5 Opinion of Axelrod, Smith & Kirshbaum
23.1 Consent of Grant Thornton
23.2 Consent of Axelrod, Smith & Kirshbaum
</TABLE>
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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 this 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 this registration
statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this 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 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 of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
that 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 of 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
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 New York, State of New York, on September 17, 1999.
Centenary International Corp.
___________________________________
By: /s/ John H. Tonelli
CEO and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
____________________________________
September 17, 1999 By: /s/ Hector A. Patron Costas
Hector A. Patron Costas
Director and Chief Financial Officer
____________________________________
September 17, 1999 By: /s/ Claudio Roman
Claudio Roman
Director
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Exhibit 5
AXELROD, SMITH & KIRSHBAUM
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Telephone (713) 861-1996
Robert D. Axelrod, P.C. Facsimile (713) 552-0202
September 29, 1999
Centenary International Corp.
Dear Mr. Tonelli:
As counsel for Centenary International Corp., a Nevada corporation (the
"Company"), you have requested our firm to render this opinion in connection
with the registration statement of the Company on Form S-8 ("Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed with
the Securities and Exchange Commission relating to the registration of the
issuance of up to 3,300,000 shares of common stock, par value $.001 per share
(the "Common Stock"), to be issued in connection with the 1999 Stock Option
Plan, and the Compensation Plan (the "Plans") to the employees and the
consultants who will be compensated through the Plans.
We are familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the Registration
Statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as we have felt necessary or appropriate in order to render
the opinions expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada; and
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2. The shares of Common Stock to be issued are validly authorized and,
when issued and delivered in accordance with the terms of the Plans,
will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference in the Registration Statement to Axelrod, Smith,
& Kirshbaum under the heading "Exhibits-Opinion."
Very truly yours,
/s/ Axelrod, Smith & Kirshbaum
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Exhibit 23.1 Consent of Grant Thornton
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Centenary International Corp.
We have issued our report dated March 2, 1999 accompanying the Consolidated
Financial Statements of Centenary International Corp. included in the 1998
Annual Report of the Company to its shareholders for the years ended December
31, 1998 and 1997, which are incorporated by reference in the Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports.
/s/ Grant Thornton
Buenos Aires, Argentina
September 15, 1999
<PAGE>
Exhibit 23.2 Consent of Axelrod, Smith & Kirshbaum
CONSENT OF COUNSEL
The consent of Axelrod, Smith & Kirshbaum, is contained in their opinion
filed as Exhibit 5 to this Registration Statement.
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