UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
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 No.)
6230 Fairview Rd.
Suite 102
Charlotte, North Carolina 28210
- ------------------------- -----
(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
(full name of the plans)
Dale Chapman
6230 Fairview Rd.
Charlotte, North Carolina 28210
--------------------------------
(Name and address of agent for service)
(704) 540-8138
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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
Total Number of Pages: ____
Exhibit Index begins on sequentially numbered page: ___
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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>
$.0001 par 2,380,000 $1.00[1] $2,380,000 $661.64
</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 February 15, 2000): $2,380,000 made up of the
following:
(a) 750,000 underlying an option with an exercise price of
$1.00; and
(b) 1,630,000 shares with a value of $1.00
<PAGE> 2
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
IRT 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 two million three hundred eighty
thousand shares (2,380,000) 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 June 30, 1999.
(b) The our 10-QSB filed October 14, 1999 and any
subsequent amendments filed.
(c) A description of our activities and common stock
contained in exhibits to our filing pursuant to the previously
stated 10-KSB in (a), above.
(d) All documents subsequently filed by us pursuant
<PAGE> 3
to the 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 2,380,000 shares of our common
stock, par value of $0.0001 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 IRT Industries,
Inc. 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
IRT Industries, Inc.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
<PAGE> 4
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> 5
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 Charlotte, the
state of North Carolina, on the___ day of February, 2000.
IRT INDUSTRIES, INC.
/s/Dale Chapman
By: Dale Chapman
Title: President, Chief Executive
Officer and Director
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: Charlotte, North Carolina
February ___, 2000
IRT INDUSTRIES, INC.
/s/Dale Chapman
By: Dale Chapman
Title: President, Chief Executive
Officer and Director
<PAGE> 6
EXHIBIT INDEX
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EXHIBIT NUMBER ITEM
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5.1 Opinion regarding legality by Law Office of L. Van
Stillman, PA
23.1 Letter on audit report (consent of independent
auditors) from Dohan and Company, CPA's
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]
February 16, 2000
Board of Directors
IRT Industries, Inc.
6230 Fairview Rd.
Suite 102
Charlotte, North Carolina
RE: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to whether or not the
2,380,000 shares of common stock (no 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.
<PAGE>
BOARD OF DIRECTORS
IRT Industries, Inc.
RE: REGISTRATION STATEMENT ON FORM S-8
PAGE 2
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 2,380,000
shares of common stock to be issued, will, upon receipt of full
payment, 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.
/s/L. Van Stillman
L. Van Stillman, President
LVS:kni
PROPOSED EXHIBIT 23.1
[ON DOHAN AND COMPANY, CPA. LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
October 10, 1999, on our audits of the financial statements
of IRT Industries, Inc as of June 30, 1999 and 1998, and for
the years then ended, which report in included and appears
on page F-2 of the Annual Report on Form 10-KSB for the year
ended June 30, 1999.
/s/ Dohan and Company, P.A., CPA's
Dohan and Company, P.A., CPA's.
7700 North Kendall Drive, Suite 204
Miami, Florida 33156
February 17, 2000
