REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIORELEASE CORP
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(Exact name of registrant as specified in its charter)
Delaware 88-0218411
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(State or other jurisdiction of (I. R. S. Employment Number)
incorporation or organisation)
CONSULTANT STOCK OPTIONS DATED JANUARY 17, 2000 FOR
ROBERT B TODD
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(Full title of Plan)
R. BRUCE REEVES 340 GRANITE STREET, SUITE 200, MANCHESTER, NH 03102
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(Name and Address of Agent for Service)
(603) 641-8443
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(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering
To be Registered Registered (1) Price per Share Offering Price
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<S> <C> <C> <C>
Common Stock (1) 100,000 $ 0.11 $ 11,000.00
</TABLE>
(1) The amount represents an aggregate of 100,000 shares of Common Stock, to be
issued for services rendered to the Company.
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<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan (s) Information.
The information required in Part I includes letter agreement dated
January 17, 2000 representing services to be rendered for shares in the Company.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the information requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports with
the Securities and Exchange Commission ("The Commission"). The documents listed
below are hereby incorporated by reference in this Registration Statement on
form S-8; and all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities and remaining unsold, shall be deemed
to be incorporated herein by reference in this Registration Statement on Form
S-8, and shall be a part hereof from the date of the filings of such documents.
(a) The Registrant's annual report on Form 10-KSB for the fiscal year ended
June 30, 1999 and
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since June 30, 1999 and
(c) The description of the Common Stock, which is contained in the
registration statement filed under the Exchange Act, including any
amendment or report, filed for the purpose of updating such
description.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
The validity of the authorisation and issuance of the Common Stock will
be passed upon by John B. Lowy, P. C., Suite 403, 645 Fifth Avenue 4th Floor,
New York, New York 10022.
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<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who is, or is threatened to be made, a party
to any threatened, pending or completed action, suit or preceding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that such person is or was
an officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent or another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgements, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suite or
proceeding, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, has no reasonable cause to
believe his conduct was unlawful. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation. Here an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above; the corporation must indemnify him against the expenses,
which he actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under a corporation's by-laws, an
agreement, vote or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally 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 of omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
Article EIGHT of the Registrant's Certificate of Incorporation, as
amended, sets forth the extent to which directors and officers of the Registrant
may be indemnified against liabilities which they incur in their capacities as
directors or officers of the Registrant. Article EIGHT also provides that
director or the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent such limitation is permitted by the Delaware General
Corporation Law.
Article V of the Company's By-laws provides as follows:
The corporation shall indemnify any and all of its Directors or Officers or
former Directors or Officers or any person who may have served at its request as
a Director or Officer of another corporation in which it owns shares of capital
stock or of which it is a creditor against expenses actually and necessarily
incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made party, or they, by reason of
being or having been Directors of Officers or a Director or Officer of the
corporation, or of such other corporation, except, in relation to matters as to
which any such Director or Officer or former Director or Officer or person shall
be adjudged in such action, suits or proceedings to be liable for negligence or
misconduct, in the performance of duty. Such indemnification shall not be deemed
exclusive by any others' rights to which those indemnified may be entitled,
under By-law, agreement, vote of stockholder or otherwise.
Item 7. Exemption from Registration Claimed
Not applicable.
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<PAGE>
Item 8. Exhibits
4.1 Certificate of Incorporation of the Registrant (1)
4.2 Amendment to Certificate of Incorporation of the Registrant changing
the name of the Corporation to Biorelease Corp. (1)
4.3 By-laws, as amended, of the Registrant (1)
OTHER EXHIBITS
4.4 The letter dated January 17, 2000 from the law office of Robert B. Todd
describing the services to be performed for stock registered hereunder.
4.5 Minutes of Board Meeting dated January 19, 2000 regarding the issuance
and registration of these shares.
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(1) Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1, as amended, File No. 33-43976 that
was originally filed with the Commission November 14, 1991.
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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.
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<PAGE>
4. The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement related to the securities
offered therein, and the offering of such securities at such time shall
be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification of 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 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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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorised, in Manchester, New Hampshire, on
the date set forth below.
BIORELEASE CORP.
Dated: January 24, 2000 By: /s/ Richard F. Schubert
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Richard F. Schubert, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ R. Bruce Reeves President and Principal Executive January 24, 2000
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R. Bruce Reeves Officer and Director
/s/ Kevin T. McGuire Treasurer and Principal Financial and January 24, 2000
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Kevin T. McGuire
/s/ Richard Whitney Director January 24, 2000
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Richard Whitney
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MINUTES OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF
BIORELEASE CORP.
Upon previous notice to all Directors of the Corporation and at the call of the
Chairman, Richard Schubert, the Board of Directors of Biorelease Corp. convened
by teleconference at approximately 10:30 AM, January 19, 2000. On the phone were
Directors Whitney and Schubert along with Dr. Reeves, President of the Company,
who placed the call at the request of the Chairman. Dr. Reeves acted as
Secretary, Pro Tem for the meeting.
Mr. Schubert asked Dr Reeves to report on the recent recision order by the Texas
Court relating to the longstanding Genesis matter. After each Director had had a
chance to ask further questions, it was
VOTED to ratify the Texas Court recision order effective January 13,
2000 of the Genesis transaction of March 31, 1994 relating to the
previous issue of 1.5 million shares in the Company, thereby canceling
the 1.5 million shares previously issued to Genesis, currently held by
Genesis (1.4 million shares) and William E. Bowers (100,000 shares).
FURTHER to reissue to RT Robertson Consultants or assigns 1.5 million
new shares, as such have been committed under the Asset Agreement
effective June 30, 1999. Such reissued shares shall be reissued in the
following denominations and to the following parties:
50,000 restricted shares (single certificate) to be issued to
US Benefits Trust
100,000 unrestricted shares to be issued to Robert B. Todd,
all shares to be registered on Form S-8 for services provided
to the Company.
100,000 restricted shares to be issued to RT Robertson
Consultants, Inc. to replace certificate originally issued to
Genesis and subsequently transferred to Wm. Bowers
(Certificate # 59635), such to be reissued upon receipt and
cancellation of original certificate from Bowers.
1,250,000 restricted shares to be issued to RT Robertson
Consultants, Inc. in a single certificate.
Mr. Schubert then asked Dr. Reeves to update the Board about the Polar
transaction. Reeves explained that both the S-4 and S-1 draft registrations had
been reviewed by Counsel and the Auditor and were ready for release. After each
Director was given the opportunity to ask questions and make comments, it was
VOTED to authorize Dr. Reeves to file Form S-4 & S-1 registration
documents with SEC relating to the Polar transaction and the spin off
of the Subsidiary.
<PAGE>
FURTHER to set the record date for the stockholder meeting to approve
the Polar transaction as well as for the spin off of the Subsidiary at
March 15, 2000.
There being no further business to come before the Board, the teleconference
meeting was adjourned at approximately 10:45 AM.
/s/ R. Bruce Reeves
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R. Bruce Reeves, Secretary Pro tem
LAW OFFICE OF
ROBERT B. TODD
P.O. BOX 460251
TEL: (713) 783-5993
FAX: (713) 783-5994
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DATE: January 17, 2000
FROM: Robert B. Todd
TO: Bruce Reeves/Biorelease Corp.
FAX NUMBER: (603) 641-9535
NUMBER OF PAGES INCLUDING THIS PAGE: 1
Re: Genesis Capital matter:
Dear Bruce:
Pursuant to our telephone conversation of earlier today, I will undertake to
perform legal services in connection with the claim against Genesis Capital
Corporation and Genesis Capital Corporation of Nevada. The fee, as agreed, is
your conveyance to me of 100,000 shares of common stock of Biorelease Corp.
Call or fax if you have any questions.
Thank,
Robert B. Todd
