<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Biozhem Cosmeceuticals, Inc.
----------------------------
(Exact Name of Registrant as Specified in Its Charter)
Texas
-----
(State or Other Jurisdiction of Incorporation or Organization)
76-0118305
----------
(I.R.S. Employer Identification No.)
32240 Paseo Adelanto, Suite A, San Juan Capistrano, California 92675
--------------------------------------------------------------------
(Address of Principal Executive Offices)
Consulting Agreement with International Media Solutions, Inc.
-------------------------------------------------------------
(Full Title of the Plan)
John C. Riemann, Chief Executive Officer
----------------------------------------
(Name and Address of Agent For Service)
(949) 488-2184
----- --------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================
Title of Amount Proposed Proposed
Securities to be Maximum Maximum Amount of
to be Registered (1) Offering Aggregate Registration
Registered Price Per Offering Fee
Share (2) Price (2)
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 per share 400,000 $0.47 $188,000 $56
par value shares
("Common Stock")
==========================================================================
</TABLE>
(1) Represents the maximum number of shares which may be issued pursuant to the
above plan.
(2) Estimated solely for purpose of calculating the registration fee, pursuant
to Rule 457, based on the market price on December 14, 1998.
TOTAL PAGES SEQUENTIALLY NUMBERED: 7
EXHIBITS LISTED AT SEQUENTIALLY NUMBERED PAGE 3
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
documents containing the information specified in Part I of Form S-8 will be
distributed to persons who receive shares of Common Stock pursuant to the Plan.
Such disclosure documents collectively constitute a Section 10(a) prospectus and
are incorporated by reference in this Registration Statement, but are not being
filed with the Commission either as part of this Registration Statement or as a
prospectus or prospectus supplement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission by Biozhem
Cosmeceuticals, Inc. (the "Company"), are incorporated herein by reference and
made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended
September 30, 1998;
(b) The description of the Common Stock of the Company contained in its
registration statement on Form 8-A, Commission File No. 1-9206.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
No response is required to this Item.
Item 5. Interests of Named Experts and Counsel.
No response is required to this Item.
Item 6. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act contains detailed
provisions for indemnification of directors and officers of Texas corporations
against any judgments, penalties, fines, settlements and reasonable expenses
which may be incurred in connection with any threatened, pending or completed
proceeding in which the director or officer is a named defendant or respondent.
The Company's Bylaws, as amended and restated, require the Company to indemnify
and advance expenses to the Company's directors and officers to the maximum
extent allowed by the Texas Business Corporation Act.
The Articles of Incorporation of the Company, as amended and restated (the
"Articles"), expressly provide that no director of the Company shall be
personally liable to the Company or its shareholders for monetary damage for an
act or omission in the director's capacity as a director, except to the extent
otherwise expressly provided for by a statute of the State of Texas.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
No response is required to this Item.
Item 8. Exhibits.
4 Consulting Agreement dated November 16, 1998 between Biozhem
Cosmeceuticals, Inc. and International Media Solutions, Inc.
5 Opinion of Counsel
23.1 Consent of Ernst & Young, LLP, Independent Auditors
23.2 Consent of Corbin & Wertz, Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5)
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 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.
(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 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.
(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 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 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.
3
<PAGE>
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 San Juan Capistrano, State of California, on this 7th
day of January, 1999.
BIOZHEM COSMECEUTICALS, INC.
By: /S/ John C. Riemann
-------------------
John C. Riemann,
Chief Executive Officer
Pursuant to the requirement 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/ John C. Riemann Chairman of the Board January 7, 1999
- ------------------- of Directors and
John C. Riemann Chief Executive Officer
(Principal executive officer)
/S/ Stan R. Wylie Director and January 7, 1999
- ----------------- Chief Financial Officer
Stan R. Wylie (Principal financial
and accounting officer)
/S/ Paul A. Reyff Director January 7, 1999
- -----------------
Paul A. Reyff
/S/ Alan Goldsberry Director January 7, 1999
- -------------------
Alan Goldsberry
/S/ Warren Hernand Director January 7, 1999
- ------------------
Warren Hernand
4
<PAGE>
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the use of our report dated November 14, 1997 (except for the
first three sentences in the final paragraph of Note 3, as which the date is
December 5, 1997), with respect to the consolidated financial statements of
Biozhem Cosmeceuticals, Inc., formerly known as Entourage International, Inc.,
incorporated by reference in the Registration Statement (Form S-8) for the
registration of 400,000 shares of its common stock.
/s/ Ernst & Young LLP
Orange County, California
January 7, 1999
5
<PAGE>
Exhibit 23.2
Consent of Corbin & Wertz, Independent Auditors
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated November 20, 1998 appearing in your
Annual Report on Form 10-KSB of Biozhem Cosmeceuticals, Inc. for the year ended
September 30, 1998.
CORBIN & WERTZ
Irvine, California
January 7, 1999
6
<PAGE>
Exhibit 23.3
January 7, 1999
Biozhem Cosmeceuticals, Inc.
32240 Paseo Adelanto, Suite A
San Juan Capistrano, California 92675
Re: Form S-8 Registration of Shares Reserved Pursuant to Consulting Agreement
dated November 16, 1998 between Biozhem Cosmeceuticals, Inc. and International
Media Solutions, Inc. (the "Consulting Agreement")
Gentlemen:
In connection with the proposed registration of 400,000 shares of Common Stock,
$.001 par value, of Biozhem Cosmeceuticals, Inc., a Texas corporation (the
"Company"), by the Company on Form S-8 for issuance pursuant to the Consulting
Agreement, we have examined the following:
1. The Articles of Incorporation of the Company, as amended to date;
2. The Bylaws of the Company, as amended to date;
3. Resolutions of the Board of Directors of the Company with respect to the
adoption of the Consulting Agreement;
4. The Consulting Agreement; and
5. The Registration Statement on Form S-8 and the exhibits thereto to be filed
with the Securities and Exchange Commission.
Based upon such examination and upon examination of such other documents and
records as we have deemed necessary, we are of the opinion that:
(a) The Company has been duly incorporated under the laws of the State of Texas
and is a validly organized and existing corporation.
(b) The shares of Common Stock to be offered by the Company pursuant to the
Consulting Agreement, when issued and paid for upon the terms and in the manner
set forth in the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8.
Very truly yours,
/S/ Robert D. Remy
RDR:llg
7
