SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IRT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2720096
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
555 South Federal Highway, Suite 200, Boca Raton, Florida 33432
(Address of Principal Executive Offices)(Zip Code)
CONSULTANT SERVICES PLAN
(Full title of the plan)
Martin & Rylander
1730 Rhode Island Ave., NW Suite 812, Washington D.C. 20036
(Name and address of agent for service)
(202)408-1155
(Telephone number, including area code, of agent for service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE
TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO
RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN
SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
REINVESTMENT PLAN, CHECK THE FOLLOWING BOX; [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of securities Amount to be offering aggregate offering
to be registered registered price per unit price
Common stock 1,500,000 shares $0.34 $510,000
Amount of registration fee: (1) $150.45
(1) Based upon the average of the high closing bid and asked price reported
on the OTC Bulletin Board on July 22, 1998
PART I - INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part
I is included in documents sent or given to each consultant
("Consultant"), to IRT Industries, Inc., a Florida
corporation ("Company").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 - Incorporation of Documents by Reference
The following documents are incorporated by reference to
this Registration Statement and made a part hereof:
(a) The Registrant's latest Annual Report on Form 10K
for the fiscal year ended June 30, 1997, filed under Section
13(a) or 15(d) of the Securities Act of 1934, as amended
(the "Exchange Act").
(b) All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the Registrant document
referred to in (a) immediately above.
(c) The Registrant's Form S-18 dated November 4, 1986,
included in its Registration Statement, including exhibits
thereto, as amended, filed under the Securities Act of 1933,
Commission File No. 33-10001-A.
(d) The description of Securities of the Registrant
offered hereunder is contained under the caption
"Description of Securities" on Page 18 of the Registrant's
Form S-18 dated November 4, 1986, included in its
Registration Statement, including exhibits thereto, as
amended, filed under the Securities Act of 1933, Commission
File No. 33-10001-A.
All documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that
all securities offered have been sold or which registers all
securities then remaining unsold, 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.
The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The law firm supplying the enclosed opinion is entitled to
receive at least 50,000 Shares for services as to the
Company.
Item 6. Indemnification of Directors and Officers.
The Company's By-Laws and Florida law contain provisions
which reduce the potential personal liability of directors
for certain monetary damages and provide for indemnity of
directors and other persons.
Such provisions are intended to increase the protection
provided directors and, thus, increase the Company's ability
to attract and retain qualified persons to serve as
directors. Because directors liability insurance is only
available at considerable cost and with low dollar limits of
coverage and broad policy exclusions, the Company does not
maintain a liability insurance policy for the benefit of its
directors. The Company believes that the substantial
increase in the number of lawsuits being threatened or filed
against corporations and their directors and the general
unavailability of directors' liability insurance to provide
protection against the increased risks of personal liability
resulting from such lawsuits have combined to result in a
growing reluctance on the part of capable persons to serve
as members of boards of directors of companies. The Company
also believes that the increased risk of personal liability
without adequate insurance or other indemnity protection for
its directors could result in overcautious and less
effective direction and management of the Company. Although
no directors have resigned or have threatened to resign as a
result of the Company's failure to provide insurance or
other indemnity protection from liability, it is uncertain
whether the Company's directors would continue to serve in
such capacities if improved protection from liability were
not provided.
The provisions affecting personal liability do not abrogate
a director's fiduciary duty to the Company and its
shareholders, but may limit personal liability for monetary
damages for breach of that duty. The provisions may not,
however, eliminate or limit the liability of a director for
intentionally acting in bad faith, for engaging in
intentional misconduct or knowingly violating a law, for
authorizing the illegal payment of a dividend or repurchase
of stock, for obtaining an improper personal benefit, for
breaching a director's duty of loyalty, which is generally
described as the duty not to engage in any unfair
transaction which involves a conflict between the interest
of the Company and those of the director, or for violations
of the federal securities laws.
The provisions regarding indemnification provide, in
essence, that the Company will indemnify its directors
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding
arising out of the director's status as a director of the
Company, including actions brought by or on behalf of the
Company (stockholder derivative actions). The provisions do
not require a showing of good faith. Moreover, it does not
provide indemnification for liability arising out of willful
misconduct, fraud, or dishonesty, for "short-swing" profits
violations under the federal securities laws, or for the
receipt of illegal remuneration. The provisions also do not
provide indemnification for any liability to the extent such
liability is covered by insurance. The provisions may also
eliminate or indemnify against liability resulting from
grossly negligent decisions including grossly negligent
business decisions relating to attempts to change control of
the Company. The provisions diminish the rights of action
previously available to shareholders. The Company may be
forced to bear a portion or all of the cost of the
director's claims for indemnification under such provisions.
If the Company is forced to bear the costs for
indemnification, the value of the Company stock may be
adversely affected. In the opinion of the Securities and
Exchange Commission, indemnification for liabilities arising
under the Securities Act of 1933 is contrary to public
policy and, therefore, is unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See - Exhibits and Exhibit Index immediately following the
Signature Page hereof.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:<PAGE>
(1) 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) 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 herein, 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 being registered
which remain unsold at the termination of the offering.
(4) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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.
SIGNATURES
The Registrant. 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, there unto duly authorized, in the City of Boca
Raton, State of Florida, on July 24, 1998.
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.
IRT INDUSTRIES, INC.
/s/ Richard Rossi
Richard Rossi, President, Treasurer
(acting as principal executive officer and principal
financial officer)
/s/Ross John
Ross John, Director
/s/ Ronald D' Grillo
Ronald D' Grillo, Director
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IRT INDUSTRIES, INC. EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
4 INSTRUMENTS DEFINING INCORPORATED BY
RIGHTS OF SECURITIES REFERENCE
HOLDERS FROM REGISTRATION
STATEMENT
ON FILE WITH COMMISSION
(SEC FILE NO.33-10001-A)
5 OPINION RE: LEGALITY E-2
(AND CONSENT)
10 CONSULTANT SERVICES E-3
PLAN
24 CONSENTS OF EXPERTS E-2 (AS TO LEGAL CONSENT)
AND COUNSEL E-4 (AS TO ACCOUNTANT'S CONSENT)
E-1
EXHIBIT 5
OPINION RE: LEGALITY
(AND CONSENT)
E-2
[On Company Letterhead]
July 24, 1998
IRT Industries, Inc.
Attn: Board of Directors
555 South Federal Highway, Suite 200
Boca Raton, Florida 33432
Re: SEC Registration Statement on Form S-8
Dear Sirs:
Martin & Rylander, P.C. (the "Firm") has been engaged as
counsel for IRT Industries, Inc., a Florida corporation (the
"Company"), in connection with its proposed offering under
the Securities Act of 1933, as amended (the "Act"), of one
million, five hundred thousand (1,500,000) shares of its
Common Stock, par value $.0001, which are to be issued under
a plan executed by the Company for consulting services (the
"Plan") (the "Shares"), by a filing of a Registration
Statement on Form S-8 (the "Registration Statement"), of
which this opinion is a part, to be filed with the
Securities and Exchange Commission (the "Commission").
In connection with rendering the opinion as set forth below,
the undersigned has reviewed and examined originals or
copies, identified to our satisfaction, of applicable
documentation, determined in our discretion, including a
Written Consent of the Board of Directors of the Company
dated July 24, 1998.
In our examination of all documents submitted in relation to
this opinion letter and the Registration Statement we have
assumed the genuineness of all signatures, the legal
capacity of all persons signing such documents, the
authenticity of all documents submitted to the Firm as
originals, the conformity with the original documents of all
documents submitted to the Firm as certified or photostatic
copies, and the authenticity of the originals of such
copies. We have further assumed that the recipients of the
Shares under the Plan will or have completed the required
services, and/or provided considerations required under the
terms of the Plan acceptable to the Board of Directors and
that any shares to be issued pursuant to the Plan will have
been registered in accordance with the Act, specifically
under Form S-8, absent the application of an exemption from
registration, prior to the issuance of such shares.
Based upon the foregoing and in reliance thereon, it is our
opinion that, subject to the limitations set forth herein,
the Shares, when issued, will be duly and validly
authorized, legally issued, and fully paid and
nonassessable. 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 any
subsequent issuance of additional shares pursuant to the
Plan, if any, pertaining to services to be performed in the
future.
We consent to you filing this opinion with the Commission as
an exhibit to the Registration Statement. This opinion is
not to be used, circulated, quoted or otherwise referred to
for any other purposes without our prior written consent.
This opinion is based upon our knowledge of the law and
facts as of the date hereof. We assume no duty to
communicate with you with respect to any matters that come
to our attention hereafter.
Sincerely,
MARTIN & RYLANDER, P.C.
/s/ Jennifer C. Adams
Jennifer C. Adams
Counsel to IRT Industries, Inc.
E-2(2)
EXHIBIT 10
CONSULTANT SERVICES PLAN
E-3 CONSULTANT SERVICES PLAN
THIS CONSULTANT SERVICES PLAN ("Plan") is made effective as
of the 24th day of July, 1998, by IRT INDUSTRIES, INC., a
Florida corporation ("Company"), for various consultants as
designated by the Board ("Consultant").
R E C I T A L S:
The Company wishes to grant, and the Consultants wish to
receive, as compensation for consultation services to the
Company, a total of 1,500,000 Shares of the common stock
of the Company ("Common Stock"), all pursuant to the
provisions set forth herein;
NOW, THEREFORE, in consideration of the sum of Ten ($10.00)
Dollars, premises, mutual promises, covenants, terms and
conditions herein, and other good and valuable
considerations, the receipt and sufficiency of which are
hereby acknowledged by the parties, the parties agree as
follows:
1. Grant of Shares. The Company hereby grants to the
Consultants shares of Common Stock (the "Shares") in the
Company.
2. Services. Consultants have been engaged by the Company
and the Company has received business consultation services
and promises of additional services.
3. Compensation. The Consultants are not entitled to
receive cash compensation, unless and until any agreement to
the contrary is reached with any particular Consultant.
Consultants compensation is the Shares identified herein.
The parties agree the Shares are valued at $ .34 each.
4. Registration or Exemption. Notwithstanding anything to
the contrary contained herein, the Shares may not be issued
unless the Shares are registered pursuant to the Securities
Act of 1933, as amended ("Act").
5. Delivery of Shares. The Company shall deliver, subject
to the terms and conditions of this Plan, to each
Consultant, as soon as practicable, a Certificate
representing the Shares. Each Consultant agrees to be bound
by the terms and conditions under the Plan by accepting
delivery of the Shares, and any other terms individually
agreed to in writing by the parties.
6. Company's Rights. The existence of the Shares and/or
this Plan shall not affect in any way the rights of the
Company to conduct its business.
7. Disclosure. Each Consultant agrees to having read and
fully considered the disclosures under Exhibit "A" attached
hereto and incorporated herein by reference.
8. Amendments. This Plan may not be amended unless by the
written consent of Board.
9. Governing Law. This Plan shall be governed by the laws
of the State of Florida, and the sole venue for any action
arising hereunder shall be Palm Beach County, Florida.
10. Binding Effect. This Plan shall be binding upon and
for the benefit of the parties hereto and their respective
heirs, permitted successors, assigns and/or delegates.
12. Captions. The captions herein are for convenience and
shall not control the interpretation of this Plan.
11. Cooperation. The parties agree to execute such
reasonable necessary documents upon advice of legal counsel
in order to carry out the intent and purpose of this Plan as
set forth hereinabove.
12. Gender and Number. Unless the context otherwise
requires, references in this Plan in any gender shall be
construed to include all other genders, references in the
singular shall be construed to include the plural, and
references in the plural shall be construed to include the
singular.
13. Severability. In the event anyone or more of the
provisions of this Plan shall be deemed unenforceable by any
court of competent jurisdiction for any reason whatsoever,
this Plan shall be construed as if such unenforceable
provision had never been contained herein.
By Order of the Board of Directors
2
EXHIBIT "A"
Item 1 - Plan Information
(a) General Plan Information
1. The title of the Plan is: Consultant Services Plan
("Plan") and the name of the registrant whose securities are
to be offered pursuant to the Plan is IRT Industries, Inc.
("Company").
2. The general nature and purpose of the Plan is to grant
Consultants a total of 1,500,000 shares of the Common Stock
of the Company as compensation for consultation services to
be rendered to the Company.
3. To the best of Company's knowledge, the Plan is not
subject to any of the provisions of the Employee Retirement
Income Security Act of 1974.
4. The Company shall act as Plan Administrator. The
Company's address and telephone number are - 555 S. Federal
Highway Suite 200 Boca Raton, FL 33432 (561) 361-9227.The
Company, as administrator of the Plan, will merely issue to
the Consultant shares of Common Stock pursuant to the terms
of the Plan.
(b) Securities to be Offered. Pursuant to the terms of
the Plan, 1,500,000 shares of the Company's Common Stock
will be offered.
(c) Employees Who May Participate in the Plan.
Consultants are the sole participants in this Plan.
Consultants are eligible to receive the securities provided
the securities have been registered or are exempt from
registration under the Securities Act of 1933, as amended
(the "Act").
(d) Purchase of Securities Pursuant to the Plan. The
Company shall issue and deliver the underlying securities to
Consultants as soon as practicable.
(e) Resale Restrictions. Consultants, after receipt of the
Shares, may assign, sell, convey or otherwise transfer the
securities received, subject to the requirements of the Act.
(f) Tax Effects of Plan Participation. The Consultant
Services Plan is not qualified under Sec. 401 of the
Internal Revenue Code of 1986, as amended.
(g) Investment of Funds. n/a
(h) Withdrawal from the Plan; Assignment of Interest.
Withdrawal or termination as to the Plan may occur upon
mutual written consent of the parties. Consultant has the
right to assign or hypothecate Consultant's interest in the
Plan, subject to Plan provisions.
(i) Forfeitures and Penalties. n/a
(j) Charges and Deductions and Liens Therefore. n/a
Item 2 -Registrant Information and Employee Plan Annual
Information.
Registrant, upon oral or written request by Consultants,
shall provide, without charge, the documents incorporated by
reference in Part II, Item 3 of Company's Form S-8
Registration Statement for the securities as well as any
other documents required to be delivered pursuant to SEC
Rule 428(b) (17 CFR Section 230.428(b)). All requests are
to be directed to the Company at the address provided in
paragraph (a)(4) above.
EXHIBIT 24
CONSENT OF INDEPENDENT AUDITORS
E-4
IRT Industries, Inc.
We hereby consent to the incorporation by reference in this
Registration Statement of IRT Industries, Inc. on Form S-8
of our report appearing in the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1997. We
also consent to the reference to our Firm in such
Registration Statement.
_______________________
Dohan & Company
Certified Public Accountant
Miami, Florida
