As filed with the Securities and Exchange Commission on March 20, 2000.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
PHOENIX INTERNATIONAL INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
FLORIDA 59-2564162
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1750 Osceola Drive
West Palm Beach, Florida 33409
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(Address of principal executive offices) (Zip Code)
COMPENSATION AND CONSULTING AGREEMENTS
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(Full name of the plans)
Thomas N. Donaldson
1750 Osceola Drive
West Palm Beach, Florida33409
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(Name and address of agent for service)
(561) 688-0440
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(Telephone number, including area code, of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33483
Approximate Date of Commencement of Proposed Sales under the Plan:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE
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Total Number of Pages: 9
Exhibit Index begins on sequentially numbered page: 6
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
<S> <C> <C> <C> <C>
$.001 PAR 1,200,000 $1.00(1) $1,200,000 $333.60
</TABLE>
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1 Pursuant to Rule 457(h), the maximum aggregate offering price (estimated
solely for the purpose of calculating the registration fee based upon the
average of the bid and asked price of the Registrant's Common Stock as of March
10, 2000) : 1,200,000 shares made up of the following:
(a) 1,100,000 underlying shares with an exercise price of $0.50; and
(b) 100,000 shares with a value of $1.00.
<PAGE>
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Phoenix International Industries, Inc. has previously entered into
agreements with third party consultants and attorneys for the issuance of our
common stock in exchange for services these individuals provided. In
consideration for increasing the scope of the continuing services rendered and
to be rendered to the us until such time as we generate sufficient cash flow
from operations, and in order to compensate our consultants and attorneys, we
prepared this Form S-8 registration statement to provide for the issuance of
shares, as described below.
We have agreed to issue one million two hundred thousand shares
(1,200,000) for continued corporate consulting and legal services to us.
Item 2. Registrant Information and Employee Plan Annual Information.
We shall provide consultants and attorneys, without charge upon their
written or oral request the documents incorporated by reference herein in Item 3
of Part II of this Registration Statement. We shall also provide the consultants
and attorneys, without charge, upon their written or oral request, with all
other documents required to be delivered to them pursuant to Rule 428(b) under
the Act. Any and all such requests shall be directed to us at our place of
business as reflected in this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:
(a) Our Annual Report on Form 10-KSB for the year (period) ending
May 31, 1999.
(b) The our 10-QSB/A filed February 9, 2000 for the period ending
November 30, 1999.
(c) A description of our activities and common stock contained in
exhibits to our filing pursuant to the previously stated
10-KSB/A in (a), above.
(d) All documents subsequently filed by us pursuant to the
<PAGE>
Exchange Act prior to the filing of a post-effective amendment
indicating that all such securities then unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
We are registering up to 1,200,000 shares of our common stock, par
value of $0.001 per share. Each holder of our common stock is entitled to one
vote per share of common stock standing in such holder's name on our records on
each matter submitted to a vote of our stockholders, except as otherwise
required by law. Holders of our common stock do not have cumulative voting
rights so that the holders of more than 50% of the combined shares of our common
stock voting for the election of directors may elect all of the directors if
they choose to do so and, in that event, the holders of the remaining shares of
our common stock will not be able to elect any members to our board of
directors. Holders of our common stock are entitled to equal dividends and
distributions, per share, when, as and if declared by our board of directors
from funds legally available. Holders of our common stock do not have
pre-emptive rights to subscribe for any of our securities nor are any shares of
our common stock redeemable or convertible into any of our other securities. If
we liquidate, dissolve or wind up our business or affairs, our assets will be
divided up pro-rata on a share-for-share basis among the holders of our common
stock after creditors and preferred shareholders, if any, are paid.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
Our Articles of Incorporation as well as our By-Laws provide for the
indemnification of directors, officers, employees and agents of the corporation
to the fullest extent provided by the Corporate Law of the State of Florida, as
well as is described in the Articles of Incorporation and the By-Laws. These
sections generally provide that the Company may indemnify any person who was or
is a party to any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative except for an action by
or in right of corporation by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation. Generally, no
indemnification may be made where the person has been determined to be negligent
or guilty of misconduct in the performance of his or her duties to the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
<PAGE>
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed:
Exhibit I. See Exhibits in Exhibit Index following the Signature Page.
Item 9. Undertakings:
We hereby undertake:
(a) 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.
(b) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(d) We hereby undertake that, for the purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of our
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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act Of 1933, as amended, may be permitted to directors, officers, and
controlling persons of IRT Industries, Inc. pursuant to the foregoing
provisions, or otherwise, the we have 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 against such liabilities (other than payment by us of expenses paid or
incurred by a director, officer or controlling person of us 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, we
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.
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of West Palm Beach, the state of Florida, on the 16th
day of March, 2000.
PHOENIX INTERNATIONAL INDUSTRIES, INC.
/S/ GERARD HARYMAN
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By: GERARD HARYMAN
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Title: PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registration Statements has been signed by the following persons in the
capacities and on the date indicated.
Dated: West Palm Beach, Florida
March 16, 2000
PHOENIX INTERNATIONAL INDUSTRIES, INC.
/s/ GERARD HARYMAN
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By: GERARD HARYMAN
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Title: PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
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<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER ITEM
5.1 Opinion regarding legality by Law Office of L. Van
Stillman, PA
23.1 Letter on audit report (consent of independent
auditors) from Wisneck, Andres & Company, PA, CPA
EXHIBIT 5.1
L. VAN STILLMAN, P.A. 1177 George Bush Boulevard, Suite 308
Attorney-At-Law DELRAY BEACH, FLORIDA 33483
Telephone (561) 330-9903
L. Van Stillman Facsimile (561) 330-9116
Admitted in Florida and Pennsylvania E-Mail [email protected]
March 13, 2000
Board of Directors
PHOENIX INTERNATIONAL INDUSTRIES, INC.
1750 Osceola Drive
West Palm Beach, Florida 33409
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
You have requested my opinion as to whether or not the 1,200,000 shares
of common stock ($0.001 par value) to be issued to various individuals solely
for services, when issued, will be legally issued and fully paid and
non-assessable securities of the Company. In connection with these agreements, I
have examined the Form of the Registration Statement to be filed by the Company
in connection with such shares on Form S-8; the Articles of Incorporation of the
Company, as amended; the By-Laws of the Company currently in effect; and the
Minutes of the Company relating to the issuance of the shares. In addition, I
have examined such other documents and records, instruments and certificates of
public officials, officers and representatives of the Company and have made such
other investigations as I deemed necessary or appropriate under the
circumstances. In connection with rendering this opinion, I have reviewed such
statutes and regulations as I have deemed relevant and necessary. In my
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity of all documents submitted to me as certified or
photostat copies, and the authenticity of the original of such copies. I have
further assumed that the recipients of the shares of common stock under this
agreement will have paid the consideration required under the terms of such
agreement or agreements prior to the issuance of such shares.
Based upon the foregoing, and in reliance thereon, it is my opinion
that, subject to the limitations set forth herein, the agreements made with
individuals for the issuance of 1,200,000 shares of common stock to be issued,
will, upon receipt of full payment,
<PAGE>
BOARD OF DIRECTORS
PHOENIX INTERNATIONAL INDUSTRIES, INC.
RE: REGISTRATION STATEMENT ON FORM S-8
PAGE 2
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issuance and delivery in accordance with the terms of the agreements covered by
such Registration Statement, be duly and validly authorized, legally issued,
fully paid and non-assessable. This opinion is expressly limited in scope to the
shares enumerated herein which are to be expressly covered by the Registration
Statement and does not cover subsequent issuances of shares to be made in the
future pursuant to such agreement, if any, pertaining to services to be
performed in the future. Such transactions are required to be included in either
a new registration statement or a post effective amendment to the Registration
Statement including updated opinions concerning the validity of issuance of such
shares.
This opinion is limited to the laws of the State of Florida. I express
no opinion with respect to the laws of any other jurisdiction. In addition, I
hereby consent to you filing this opinion with the Securities and Exchange
Commission as an exhibit to the above-referenced Registration Statement. This
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose without my prior written consent. This opinion is based upon my
knowledge of the law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my attention
hereafter.
Very truly yours,
LAW OFFICE OF L. VAN STILLMAN, P.A.
-----------------------------------
L. Van Stillman, President
LVS:kni
EXHIBIT 23.1
WIESENECK, ANDRES & COMPANY, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
772 U.S. HIGHWAY 1, SUITE 200
NORTH PALM BEACH, FLORIDA 33408
(561) 626-0400
Thomas B. Andres, C.P.A.*, C.V.A. FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida
March 15, 2000
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in this Registration Statement of
on Form S-8 of our report dated January 5, 2000, appearing on our audits of the
financial statements of Phoenix International Industries, Inc. dated December
23, 1999 for the year ending May 31, 1999, which appears on page F-2 of the
Annual Report on Form 10-KSB for the year ended May 31, 1999.
Wieseneck, Andres & Company, P.A.
Wieseneck, Andres & Company, P.A.
772 U.S. Highway 1, Suite 100
North Palm Beach, Florida 33408
