SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVEN, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Washington 91-1363905
_______________________________ __________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
JOHN B. LOWY CONSULTING AGREEMENT
__________________________________________________________
(Full Title of Plan)
3653 Hemlock Court, Reno, Nevada, 89509
_______________________________________
(Name and Address of Agent for Service)
(702) 829-8812
__________________________________________________________
(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price per Offering Registration
Registered Registered Share Price Fee(1)
_____________________________________________________________________________
Common Stock 80,000 $.025 $2,000 $100 (1)
(1) Minimum registration fee pursuant to Rule 457.
<PAGE>
PART I. INFORMATIN REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan(s) Information
The information required by Part I is included in the documents sent
or given to participants in the John B. Lowy consulting Agreement pursuant
to Rule 428 (b) (1)
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 Sections 13(a0, 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 deregisters all securities then 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 filing of such documents.
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1995; and
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1995; 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. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the Common Stock
will be passed upon by John B. Lowy, P.C., Suite 403, Fifth Avenue, New York,
New York 10022.
<PAGE>
Item 6. Indemnification of Directors and Officers
Certain provisions of the Washington Business Corporation Act regarding the
indemnification of Officers, Employees and Agents are as follows:
23B.08.510 AUTHORITY TO INDEMNIFY (1) Except as provided in subscection
(4)of this section, a corporation may indemnify an individual made a party
to a proceeding because the individual is or was a director against liability
incurred in the proceeding if:
(a) the individual acted in good faith: and
(b) The individual reasonably believed:
(i) In the case of conduct in the individual's official
capacity with the corporation, that the individual's conduct was in its best
interest; and
(ii) In all other cases, that the individual's conduct was at
least not opposed to its best interests; and
(c) In the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interest of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (1) (b) (ii) of this section.
(3) The termination of a proceeding by judgment, order settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation: or
(b) In connection with other proceeding charging improper
personal benfit to the diretor, whether or not involving action in the
director's official capacity, in which the director was adjudged liable on
the basis that personal benefit was improperly received by the director.
(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
<PAGE>
23B.08.520 MANDATORY INDEMNIFICATION. Unless limited by its articles of
incorporation, a corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party because of being a director of the
corporation against reasonable expenses incurred by the director in
connection with the proceeding.
23B.08.55p DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION. A corporation
may not indemnify a director under RCW 23B.08.510 unless authorzed in the
specific case after a determination has been made that indemnification of the
director is permissible in the circumstances because the director has met the
standard of conduct set forth in RCW 23B.08.510.
(2) The determination shall be made:
(a) By the board of directors by majority vote of a quorum consisting
of directros not at the time parties to the proceeding:
(b) If a quorum cannot be obtained under (a) of this subsection,
by majority vote of a committee duly designated by the board of director, in
which designation directors who are parties may participate, consisting solely
of two or more directors not at the time parties to the proceeding;
(c) By special legal counsel:
(i) Selected by the board of directors or its committee in
in the manner prescribed in (a) or (b) of this subsection; or
(ii) If a quorum of the board of directors cannot be obtained
under (a) of this subsection and a committee cannot be designated under (b) of
this subsection, selected by majority vote of the full boards of directors, in
which selection directors who are parties may participate; or
(d) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not be
voted on the determination.
(3) Authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(2) (c) of this section to select counsel.
<PAGE>
23B.08.560 SHAREHOLDER AUTHORIZED INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
(1) If authorized by the articles of incorporation, a bylaw adopted or ratified
by the shareholders, or a resolution adopted or ratified, before or after the
event, by the shareholders, a corporatio0n shall have power to indemnify or
agree to indemnify a director made a party to a proceeding, or obligate itself
to advance or reimburse expenses incurred in a proceeding, without regard to
the limitations in RCW 23B.08.510 through 23B.08.550, provided that no such
indemnity shall indemnify any director from or on account of:
(a) Acts or omissions of the director finally adjudged to be
intentional misconduct or a knowing violation of law;
(b) Conduct of the director finally adjudged to be in violation of
RCW 23B.08.310; or not legally entitled.
(c) Any transaction with respect to which it was finally adjudged
that such director was not legally entitled.
(2) Unless the articles of incorporation, or a bylaw or resolution adopted
or ratified by the shareholders, provide otherwise, any determination as to
any indemnity or advance of expenses under subsection (1) of this section shall
be made in accordance with RCW 23B.08.550
223B.08.570 INDEMNIFICATION OF OFFICERS, EMPLOEYEES AND AGENTS. Unless a
corporation's articles of incorporation provide otherwise;
(1) An officer of the corporation who is not a director is entitled to
mandatory indemnification under RCW 23.08.520, and is entitled to apply for
court-ordered indemnification under RCW 23B.08.540, in each case to the same
extent as a director;
(2) The corporation may indemnify and advance expenses under RCW 23B.08.510
through 23B.08.560 to an officer, employee, or agent of the corporation who is
not a director to the same extent as to director; and
(3) A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with law,
that may be provided by its articles of incorporation, bylaws, general or
specific action of its board of directors, or contract.
The Company's Articles of Incorporation provide for indemnification of
directors and officers of the Company to the fullest extent permitted by the
Washington Corporation Act.
Item 7. Exemption from Registration Claimed
Not Applicable.
<PAGE>
Item 8. Exhibits
4.1 Certificates of Incorporation of the Registrant(1)
4.2 Amendment to Certificate of Incorporation of the Registrant(1)
4.3 By-Laws, as amended, of the Registrant(1)
4.4 Consent of Directors dated December 10, 1996 awarding
consultant's shares.
4.5 John b. Lowy Consulting Agreement.
4.6 Opinion of John B. Lowy, P.C. with consent.
4.7 Consent of Robert Moe & Associates, P.S. independent accountants.
_____________________________
(1) Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form 10-SB, as amended, File No. 0-24262 which was
originally filed with the Commission June 3, 1994.
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.
4. 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 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 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.
<PAGE>
5. 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 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 ben 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
January 7, 1996
Pursuant to the requirements of Section 13 or 15(d) of the Securities 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 authorized, in Salem, New Hampshire, on the date
set forth below.
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.
ADVEN, INC.
Registrant
Henri Hornby
Henri Hornby
President, Director
Neil F. Hornby
Neil F. Hornby
Treasurer, Director
<PAGE>
Exhibit 4.4
UNANIMOUS CONSENT OF DIRECTORS
IN LIEU OF MEETING
OF
ADVEN, INC.
(A Washington corporation)
___________________________________________________________________________
We the undersigned, being all of the directors of ADVEN, INC.,
a Washington corporation ("Company"), do hereby waive the notice and holding
of a meeting of the Board of Directors and do hereby unanimously consent to
and adopt the following resolutions this 10'th day of December, 1996.
RESOLVED, that for consulting servies rendered to this Company by
John B. Lowy ("Consultant"), this Company hereby authorizes to enter into the
attached Consulting Agreement with the Consultant; and
RESOLVED, that in full payment for the Consultant's services, this
Company hereby authorizes the issuance of 80,000 shares of common stock of
this Company to the Consultant under and pursuant to SEC Form S-8, valued at
$0.25 per share ($2,000 in total) and hereby authorizes the Company to
prepare, sign and file with the Securities and Exchange Commission a
registration statement on Form S-8 covering the Consultant's 80,000 shares.
RESOLVED, that the Company's officers and directors are authorized
to take such actions and execute such documents as they deem necessary and
proper to effectuate the foregoing resolutions.
December 10, 1996
Henri Hornby
Henri Hornby
Director
Neil F. Hornby
Neil F. Hornby
Director
<PAGE>
Exhibit 4.5
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 10'th day of
December, 1996 by and between JOHN B. LOWEY ("JBL") with principal office at
645 Fifth Avenue, New York, NY 10022, and ADVEN, INC., a Washington
corporation (the "Company") with its principal office at 3653 Hemlock Court,
Reno, NV. 89509.
WHEREAS, JBL has rendered valuable consulting services to the Company
during October and November, 1996; and
WHEREAS, the parties hereto desire to memorialize JBL's services and
compensate JBL therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein
and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Purpose: The Company hereby recognizes and agrees that JBL
has rendered consulting advice to the Company specifically relating to
transactions not of a capital raising nature, consisting of assisting the
company in securing a quotation for its common stock on the OTC Bulletin
Board ("Consulting Services").
2. Compensation: In consideration for the Consulting Services
rendered by JBL to the Company, valued at $.025 per share ($2,000 in total)
as recognized in this Agreement, the Company hereby agrees to issue to JBL
80,000 shares of the Company's Common Stock (the "Shares"). JBL hereby
acknowledges that the aforementioned 80,000 Shares are in full payment for the
services rendered.
3. Registration: The Company hereby agrees to immediately
register the Shares pursuant to a Registration Statement on Form S-8.
4. JBL is an Independent Contractor: JBL has performed the
Consulting Services described hererin as an independent contractor and not as
an employee of the Company or an affiliate thereof.
5. Miscellaneous:
(a) This Agreement between the Company and JBL constitutes
the entire agreement and understanding of the parties hereto, and supersedes
any and all previous agreement and understandings, whether oral or written,
between the parties with respect to the matters set forth herein.
(b) Any notice or communication permitted or required
hereunder shall be in writing and shall be deemed sufficiently given if
hand-delivered or sent (i) postage prepaid by registered mail, return
receipt requested, or (ii) by facsimile, to the respective parties as set
forth above, or to such other address as either party may notify the other in
writing.
(c) This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors, legal
representatives and assigns.
(d) This Agreement may be executed in any number of
counterparts, each of which together shall constitute one and the same
original document.
(e) No provision of this Agreement may be amend, modified
or waived, except in a writing signed by all of the parties hereto.
(f) This Agreement shall be construed in accordance with
and governed by the laws of the State of New York, without giving effect to
conflict of law principles. The parties hereby agree that any dispute which
may arise between them arising out of or in connection with this Agreement
shall be adjudicated before a court located in New York, and they hereby
submit to the exclusive jurisdiction of the courts of the State of New York
located in New York, New York and of the federal courts in the Southern
District of New York with respect to any action or legal proceeding commenced
by any party, and irrevocably waive any objections they now or hereafter may
have respecting the venue of any such action or proceeding brought in such a
court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Agreement, and consent to the service or
process in any such action or legal proceeding by means of registered or
certified mail, return receipt requested, in care of the address set froth in
Paragraph 8(b) hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the day and year first above written.
John B. Lowy
John B. Lowy
ADVEN, INC.
Henri Hornby
Henri Hornby
<PAGE>
Exhibit 4.6
JOHN B. LOWY, P.C.
ATTORNEYS AT LAW
645 FIFTH AVENUE
4'TH Floor
New York, NT 10022
(212) 371-7799
Fax (212) 371-8527
January 9, 1997
Adven, Inc.
3653 Hemlock Court
Reno, Nevada 89509
Gentlemen:
We have reviewed a Registration Statement on Form S-8 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission, relating to 80,000 shares of common stock, $.0001 par value per
share (the "Shares") of Adven, Inc. (the "Company"), which Shares have been
issued pursuant to the Company's consulting agreement filed as an exhibit to
the Registration Statement (the "Agreement").
We have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments thereto, the Registration Statement
and originals, or copies certified to our satisfaction, of such records of
meetings written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, documents and such other documents
and instruments as in our judgment are necessary or appropriate to enable us
to render the opinions expressed below.
In our examination of the foregoing documents, we have assumed the
genuiness of all signatures and the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to as certified or photostatic copies, and the authenticity of
the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly and validly authorized for issuance under the
Agreement; and the Shares, when issued against payment therefor in accordance
with the terms of the Agreement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
John B. Lowy, P.C.
John B. Lowy, P.C.
<PAGE>
Exhibit 4.7
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Adven, Inc.
We consent to incorporation in Form S-8 our report dated March 5, 1996 on the
financial statements of ADVEN, INC. as of December 31, 1995, which report was
included in the annual in the report on Form 10-KSB.
ROBERT MOE & ASSOCIATES, P.S.
305 IBM BUILDING
WEST 201 NORTH RIVER DRIVE
SPOKANE, WA. 99201
December 11, 1996
