FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PHOENIX INTERNATIONAL INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2564162
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
501 S. DIXIE HIGHWAY, WEST PALM BEACH, FLORIDA 33401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
CONSULTANT OFFERING
(FULL TITLE OF THE PLAN)
THOMAS N. DONALDSON, 501 S. DIXIE HIGHWAY, WEST PALM BEACH, FLORIDA 33401
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(561) 832-5208
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $0.001 130,000 $1.00 $130,000 $38.35
PER SHARE
</TABLE>
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(1) PURSUANT TO RULE 457(C) AND (H)(1), THE PROPOSED MAXIMUM AGGREGATE
OFFERING PRICE AND FEE WERE COMPUTED BASED ON THE SUM OF (I) THE
AVERAGE HIGH AND LOW PRICES PER SHARE OF COMMON STOCK ON APRIL 27,
1998, WITHIN FIVE DAYS PRIOR TO THE DATE OF FILING THE REGISTRATION
STATEMENT.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Form S-8: the registrant's annual report on Form 10-KSB for the year
ended May 31, 1997, the registrant's quarterly report on Form 10-QSB
for the quarter ended February 28, 1998.
All documents filed subsequent to the date hereof by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining, shall be deemed to be
incorporated by reference in this registration statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's By-Laws provide as follows:
"INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS. Section
1. Right to Indemnification. The Corporation hereby indemnifies each
person (including the heirs, executors, administrators, or estate of
such person) who is or was a director or officer of the Corporation to
the fullest extent permitted or authorized by current or future
legislation or judicial or administrative decision against all fines,
liabilities, costs and expenses, including attorneys' fees, arising out
of his or her status as a director, officer, agent, employee or
representative. The foregoing right of indemnification shall not be
exclusive of other rights to which those seeking an indemnification may
be entitled. The Corporation may maintain insurance, at its expense, to
protect itself and all officers and directors against fines,
liabilities, costs and expenses, whether or not the Corporation would
have the legal power to indemnify them directly against such liability.
2
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Section 2. Advances. Costs, charges and expenses (including
attorneys' fees) incurred by a person referred to in Section 1 of this
Article in defending a civil or criminal proceeding shall be paid by
the Corporation in advance of the final disposition thereof upon
receipt of an undertaking to repay all amounts advanced if it is
ultimately determined that the person is not entitled to be indemnified
by the Corporation as authorized by this Article, and upon satisfaction
of other conditions required by current or future legislation.
Section 3. Savings Clause. If this Article or any portion of
it is invalidated on any ground by a court of competent jurisdiction,
the Corporation nevertheless indemnifies each person described in
Section 1 of this Article to the fullest extent permitted by all
portions of this Article that have not been invalidated and to the
fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(5.1) Opinion of Joel Bernstein, Esq.
(23.1) Consent of Leon Wilde, CPA
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers for 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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(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;
3
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 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 which remain unused 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,
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.
4
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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 West Palm Beach, State of Florida, on April 21, 1998.
(Registrant) PHOENIX INTERNATIONAL INDUSTRIES, INC.
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By (Signature and Title) /S/ GERARD HARYMAN
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Gerard Haryman, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
(Signature) /S/ GERARD HARYMAN
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Gerard Haryman
(Title) CHIEF EXECUTIVE OFFICER & DIRECTOR Date: APRIL 27, 1998
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(Signature) /S/ THOMAS N. DONALDSON
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Thomas N. Donaldson
(Title) VICE PRESIDENT & DIRECTOR Date: APRIL 27, 1998
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(Signature) /S/ TIMOTHY PALMER
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Timothy Palmer
(Title) DIRECTOR Date: APRIL 27, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
5.1 Opinion of Joel Bernstein, Esq.
23.1 Consent of Leon Wilde, CPA
JOEL BERNSTEIN, ESQ.
9701 BISCAYNE BLVD.
MIAMI, FL 33138
TELEPHONE: (305) 751-3008
April 27, 1998
Phoenix International Industries, Inc.
501 S. Dixie Highway
West Palm Beach, FL 33401
Gentlemen:
Phoenix International Industries, Inc. (the "Company") has asked me to deliver
an opinion on the legality of 130,000 shares of Common Stock, $0.001 par value,
to be issued pursuant to a registration statement (the "Registration Statement")
under cover of Form S-8 (the "Offering").
In preparing this opinion we have examined and relied upon originals or copies,
certified or otherwise, authenticated to our satisfaction, of each documents as
we consider necessary or appropriate as a basis for this opinion as hereinafter
stated.
Based on the foregoing we are of the opinion that the Company's Common Stock to
be issued in the Offering is duly authorized, legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Joel Bernstein, Esq.
LEON WILDE, CPA
3452 WEST BOYNTON BEACH BLVD.
BOYNTON BEACH, FL 33436
TELEPHONE: (561) 732-8822
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated March 25, 1998 on our audit of the consolidated
financial statements of Phoenix International Industries, Inc. for the years
ended May 31, 1997 and 1996, appearing in the Company's Annual Report on Form
10-KSB for the year ended May 31, 1997.
Leon Wilde, CPA
Boynton Beach, Florida
April 27, 1998
