As filed with the Securities and Exchange Commission on July 30, 1999
Registration No.________
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 (IRS Employer
incorporation or organization) Identification Number)
259-C Commercial Boulevard, Lauderdale-by-the-Sea, Florida 33308
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (954) 351-0270
CONSULTANT COMPENSATION PLAN
(Full title of the plan)
Martin & Rylander
1730 Rhode Island Avenue NW, Suite 812, Washington, DC 20036 (202) 408-1155
(Name, address, including zip code, and telephone number of agent for service)
Copy to:
Richard P. Greene, P.A.
2455 E. Sunrise Boulevard, Suite 905, Ft. Lauderdale, Florida 33304
(954) 564-6616
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed Maximum Amount
of Securities Amount Offering Aggregate of
to be to be Price per Offering Registration
Registered Registered Share/Option Price Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,650,000 $0.50(1) $800,000 $229.35
TOTAL $229.35(2)
- ----------------------------------------------------------------------------------------------------------------
<FN>
(1) The prices hereof may change prior to the effective date of the
Registration Statement; therefore, such prices are estimated solely for
the purposes of computing the registration fee pursuant to Rule 457(a).
(2) Reflects the required filing fee.
</FN>
</TABLE>
<PAGE>
PART I
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 1,650,000 shares of the Common Stock of the Company as
compensation for consultation services which were rendered on behalf of 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: 259-C Commercial Boulevard,
Lauderdale-by-the-Sea, Florida 33308, (954) 351-0270. 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,
1,650,000 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. Not applicable
(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. Not applicable
(j) Charges and Deductions and Liens Therefore. Not applicable
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<PAGE>
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.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1998;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999;
(c) The Registrant's Articles of Incorporation and Amendments thereto,
and the Registrant's Bylaws;
(d) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement that registers securities covered
hereunder that remain unsold.
Item 4. Description of Securities.
The class of securities to be offered hereby is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended. The
Company's authorized capitalization is 100,000,000 shares of common stock,
$.0001 par value, of which 8,650,782 shares of common stock are issued and
outstanding.
Holders of the Company's Common Stock are entitled to one vote per
share on each matter submitted to vote at any meeting of shareholders. Shares of
Common Stock do not carry cumulative voting rights and therefore, holders of a
majority of the outstanding shares of Common Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be
able to elect any members to the board of directors. The Company's board of
directors has authority, without action by the Company's shareholders, to issue
all or any portion of the authorized but unissued shares of Common Stock, which
would reduce the percentage ownership of the Company of its shareholders and
which would dilute the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to redemption
and
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<PAGE>
carries no subscription or conversion rights. In the event of liquidation of the
Company, the shares of Common Stock are entitled to share equally in corporate
assets after the satisfaction of all liabilities. Holders of Common Stock are
entitled to receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of dividends. During
the last two fiscal years the Company has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable
future.
Item 5. Interests of Named Experts and Counsel.
Richard P. Greene, P.A. will receive 25,000 shares for legal services
rendered hereby.
Item 6. Indemnification of Officers and Directors.
The Registrant is a Florida corporation. The General Corporation Law of
Florida provides authority for broad indemnification of directors, officers,
employees and agents. The Registrant's Articles of Incorporation, as Amended,
incorporate the indemnification provisions of the General Corporation Law of
Florida to the fullest extent provided.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
EXHIBIT DESCRIPTION
- ------- -----------
5.1 Opinion of Richard P. Greene, P.A.
10.1 Consultant Services Plan, dated July 20, 1999
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Dohan and Company, CPA's
- 4 -
<PAGE>
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(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 therein,
and the offering of such securities offered 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.
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 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 final adjudication of such issue.
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<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 the Registration Statement 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 Ft. Lauderdale, State of
Florida, on this 29TH day of JULY, 1999.
IRT INDUSTRIES, INC.
By: /s/ ARNOLD J. WROBEL
---------------------------
Arnold J. Wrobel, CEO, President and
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
5.1 Opinion of Richard P. Greene, P.A.
10.1 Consultant Services Plan, dated July 20, 1999
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Dohan and Company, CPA's
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EXHIBIT 5.1
LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
------
TELEPHONE: (954) 562-6616
FAX: (954) 561-0997
July 30, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: IRT Industries, Inc.
Gentlemen:
This opinion is given in connection with the registration with the
Securities and Exchange Commission of 1,650,000 shares of Common Stock granted
by IRT Industries, Inc. (the "Company"). The Shares are being registered
pursuant to a requirement of Section 5 of the Securities Act of 1933, as amended
(the "Act") pursuant to a Registration Statement filed with the Washington, D.C.
Office of the United States Securities and Exchange Commission (the
"Registration Statement").
We have acted as counsel to the Company only in connection with the
preparation of the Form S-8 Registration Statement pursuant to which the Shares
were registered, in so acting, have examined the originals and copies of
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent we deemed it necessary,
in order to form the basis for the opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures
and authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not been
independently established, we have relied upon statements or certificates of
officers or representatives of the Company.
The 1,650,000 shares of Common Stock are being registered and
distributed pursuant to the Company's Registration Statement. The shares of
Common Stock are now authorized but unissued.
Based upon the foregoing, we are of the opinion that:
1. The Shares of the Company registered with the Securities and
Exchange Commission, having been issued and sold pursuant to the Registration
Statement, are fully paid and non-assessable and there will be no personal
liability to the owners thereof.
<PAGE>
U.S. Securities and Exchange Commission
Page Two
This law firm hereby consents to the use of this opinion in connection
with the Company's Registration Statement and the inclusion of this opinion as
an Exhibit thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ RICHARD P. GREENE
----------------------
Richard P. Greene
For the Firm
RPG\evb
EXHIBIT 10.1
CONSULTANT SERVICES PLAN
THIS CONSULTANT SERVICES PLAN ("Plan") is made effective as of the 20TH
day of JULY, 1999, 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:
Pursuant to a Written Consent In Lieu of Special Meeting of Directors,
the Company wishes to grant, and the Consultants wish to receive, as
compensation for consultation services to the Company, a total of 1,650,000
shares of the common stock of the Company, 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 none of which have been or
will be in connection with the direct or indirect promotion or maintenance of
the Company's market.
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 $0.50 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.
<PAGE>
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 Broward
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.
11. Captions. The captions herein are for convenience and shall not
control the interpretation of this Plan.
12. 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.
13. 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.
14. 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 this 20th day of July 1999.
<PAGE>
EXHIBIT "A"
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 1,650,000 shares of the Common Stock of the Company as
compensation for consultation services which were rendered on behalf of
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: 259-C Commercial Boulevard,
Lauderdale-by-the-Sea, Florida 33308, (954) 351-0270. 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,
1,650,000 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. Not applicable
(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. Not applicable
<PAGE>
(j) Charges and Deductions and Liens Therefore. Not applicable
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 23.1
LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
------
TELEPHONE: (954) 562-6616
FAX: (954) 561-0997
July 30, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: IRT Industries, Inc.
Dear Sir or Madam:
This Firm hereby consents to the use of its name in the Registration
Statement on Form S-8 as filed via EDGAR with the Washington, D.C. Office of the
U.S. Securities and Exchange Commission on July 30, 1999, or as soon thereafter
as is reasonably practicable.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ RICHARD P. GREENE
----------------------
Richard P. Greene
For the Firm
RPG/evb
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 25, 1999, which appears on page
F-2 of the Annual Report on Form 10-KSB for the year ended June 30, 1998.
/s/ Dohan and Company
Dohan and Company, P.A., CPA's
7700 North Kendall Drive, Suite 204
Miami, Florida 33156
July 30, 1999
