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)
1750 Osceola Drive, WEST PALM BEACH, FLORIDA 33409
(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) 688-0440
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED MAXIMUM OFFERING AGGREGATE PRICE REGISTRATION
PRICE PER UNIT FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $0.001
PER SHARE 615,000 $.44 $270,600 $75.23
<FN>
(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 Jan 19, 2000,
WITHIN FIVE DAYS PRIOR TO THE DATE OF FILING THE REGISTRATION
STATEMENT.
</FN>
</TABLE>
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, 2000, the registrant's quarterly report on Form 10-QSB
for the quarter ended February 28, 2000.
<PAGE>
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.
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.
<PAGE>
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;
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.
<PAGE>
(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.
<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 West Palm Beach, State of Florida, on April 21, 1998.
(Registrant) PHOENIX INTERNATIONAL INDUSTRIES, INC.
By (Signature and Title) /s/ GERARD HARYMAN
--------------------------------------------------------
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: January 21, 2000
(Signature) /s/ THOMAS N. DONALDSON
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Thomas N. Donaldson
(Title) VICE PRESIDENT & DIRECTOR Date: January 21, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- - ------- -----------
5.1 Opinion of Joel Bernstein, Esq.
23.1 Consent of Wiseneck, Andres & Company, PA, CPA
EXHIBIT 5.1
Law Offices
JOEL BERNSTEIN, ESQ., P.A.
11900 Biscayne Blvd., Suite 604 Telephone: 305.892.1122
Miami, Florida 33181 Facsimile: 305.892.0822
January 25, 2000
Phoenix International Industries, Inc.
1750 Osceola Drive
West Palm Beach, FL 33409
Gentlemen:
I have acted as special counsel to Phoenix International Industries, Inc., a
Florida corporation (the "Corporation"), in connection with the offering of
615,000 shares of Common Stock offered to consultants and advisors. The offering
of the shares is to be made pursuant to a Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission (the "Registration
Statement").
Please be advised that I am of the opinion that the Corporation's Common Stock
has been duly authorized by the corporation and, when sold in accordance with
the terms and conditions set forth in the Registration Statement, will be
validly issued by the Corporation and fully paid and non-assessable.
I consent to the use of our name in the Registration Statement in the section of
the Prospectus entitled "Legal Matters" and the filing of this letter as an
exhibit to the Registration Statement.
Very truly yours,
JB/jm
Joel Bernstein, Esq.
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
January 21, 2000
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Phoenix International Industries, Inc. on Form S-8 of our report dated January
5, 2000, appearing in the Annual Report on Form 10-K of Phoenix International
Industries, Inc. for the year ended December 31, 1999.
Very truly yours,
WIESENECK, ANDRES & COMPANY, P.A.
THOMAS B. ANDRES
