As filed with the Securities and Exchange Commission on November 20, 2000
Registration no. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM S-8
Registration Statement
Under the Securities Act of 1933
_____________________
BERENS INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Nevada 87-05065948
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
701 N. Post Oak Road, Suite 350 Marc I. Berens
Houston, Texas 77024 701 N. Post Oak Road, Suite 350
(713) 682-7400 Houston, Texas 77024
(Address, including zip code, and (713) 682-7400
telephone number, including (Name, address, including zip code,
area code, of registrant's and telephone number, including
principal executive offices) area code, of agent for service)
2000 STOCK OPTION PLAN
CONSULTING AGREEMENT MANFRED STERNBERG
CONSULTING AGREEMENT YOLANA BERENS
CONSULTING AGREEMENT WENQUAN LIU
CONSULTING AGREEMENT CHUN KIN CHAN
CONSULTING AGREEMENT MARC IVAN BERENS
CONSULTING AGREEMENT G. JAMIESON BRYAN
(Full Title of the Plans)
_________________
copy to:
Thomas C. Pritchard
Brewer & Pritchard, P.C.
Three Riverway, 18th Floor
Houston, Texas 77056
Phone (713) 209-2950
Fax (713) 659-2430
_________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
------------------------ ------------------ ------------------ ------------------ -------------
<S> <C> <C> <C> <C>
Common Stock, par value
.001 per share. . . . . 3,018,600 $ .09 $ 271,674 $ 75
------------------------ ------------------ ------------------ ------------------ -------------
TOTAL $ 75
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<FN>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of
the issuer's Common Stock registered hereunder will be adjusted in the event of stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant
to Rule 457(h), on the basis of the average bid and asked price of the Common Stock as reported by
the OTC Electronic Bulletin Board on November 15, 2000.
</TABLE>
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the company with the SEC are incorporated
herein by reference:
1. The company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act of 1934, or, either (1) the company's latest
prospectus filed pursuant to Rule 424(b) under the Securities Act that contains
audited financial statements for the company's latest fiscal year for which such
statements have been filed, or (2) the company's effective registration
statement on Form 10-SB filed under the Exchange Act containing audited
financial statements for the company's latest fiscal year;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above; and
3. The description of the common stock that is contained in a
registration statement or amendment thereto filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
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 thereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.7502 of the Nevada General Corporation Law allows the Company to
indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust or other enterprise. The Company may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to pay any
amounts if it is later determined that the person was not entitled to be
indemnified by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration
statement:
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EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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<S> <C>
4.1(2) - Common Stock Specimen
5.1(1) - Opinion Regarding Legality
10.1(1) - Consulting Agreement Manfred Sternberg
10.2(1) - Consulting Agreement Wenquan Liu
10.3(1) - Consulting Agreement Chun Kin Chan
10.4(1) - Consulting Agreement Yolana Berens
10.5(1) - Consulting Agreement Marc Ivan Berens
10.6(2) - 2000 Stock Option Plan
10.7(1) - Consulting Agreement G. Jamieson Bryan
23.1(1) - Consent of Counsel (included in Exhibit 5.1)
23.2(1) - Consent of Ham, Langston, & Brezina, independent public accountants
_____________________
<FN>
(1) Filed herewith.
(2) Filed previously.
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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;
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 from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
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.
Provided, however, that paragraphs (a)(1)(i) and (ii) do not
apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration
statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, 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 liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 above, 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 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
Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on the 20th day of November
2000.
BERENS INDUSTRIES, INC.
By: /s/ Marc I. Berens
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Marc I. Berens, Chief Executive Officer
____________________________
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature Title Date
---------------------- ----------------------- -----------------
/s/ Marc I. Berens Chief Executive Officer November 20, 2000
---------------------- and Director
Marc I. Berens
/s/ William Ranshaw Director November 20, 2000
----------------------
William Ranshaw
/s/ Jeffrey Hansen Director November 20, 2000
----------------------
Jeffrey Hansen
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