As filed with the Securities and Exchange Commission
on June 27, 1996
Registration No. 33-
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MADERA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 95-3769906
(State or other jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or organization)
9455 Collins Avenue, Suite 308
Surfside, FL 33154
(Address of principal executive offices) (Zip Code)
Consulting/Compensation Plan
(Full title of plan)
Daniel Lezak
23548 Calabasas Road, #205
Calabasas, CA 91302
(Name and address of agent for service)
(818) 223-8807
(Telephone number, including area code, of agent for service)
Copy to:
--------
Roderick H. Powell III, Esq.
684 Higuera Street, Suite C
San Luis Obispo, CA 93401-3511
(805) 541-5100
1
<PAGE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities To Amount To Offering Price Aggregate Registration
Be Registered Be Registered(1) Per Share(3) Offering Price(3) Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value
Per share) 10,000,000(2) $0.09 $900,000 $ 310.34
<FN>
(1) Pursuant to Rule 416, the number of shares registered shall
be adjusted to include any additional shares of Common Stock that
may become issuable as a result of stock splits, stock dividends,
or similar transactions in accordance with anti-dilution
provisions of stock options, and anti-dilutions adjustments to
the amount of shares of Common Stock issuable pursuant to stock
options exercised thereafter.
(2) Represents 10,000,000 to be issued pursuant to the informal
consulting/compensation plan of Registrant and includes re-offers
of such shares.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 (c) and (h), based upon the
average of the bid and asked price of Common Stock on June 25,
1996.
</TABLE>
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan information.
Omitted as permitted.
Item 2. Registrant information and Employee Plan Annual Information.
Nor applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by MADERA INTERNATIONAL, INC.
(the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1996 filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended ("Exchange Act").
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of
the Company's fiscal year ended March 31, 1996.
All reports or other documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof
from the respective dates of filing of such reports or documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide for indemnification (to the
full extend permitted by law) of directors, officers, and other
agents of the Company against expenses, judgments, fines and
3
<PAGE>
amounts paid in settlements actually and reasonably incurred in
connection with any proceeding arising by reason of the fact
that such person is or was an officer, director, or agent of the
Company. The Company also maintains directors and officers
liability insurance coverage and has entered into indemnification
agreements with certain directors and officers. The Nevada
Corporation Law provides generally that a corporation shall have
the power, and in some cases is required, to indemnify an agent,
including an officer or director, who was or is a party or is
threatened to be made a party to any proceedings, against certain
expenses, judgments, fines settlement, and other amounts under
certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
1 Opinion and Consent of Roderick H. Powell III, Esq.
2 Consent of Roderick H. Powell III, Esq.
(Included in Exhibit 1)
3 Consent of Harlan & Boettger
4 Power of Attorney (Page 6 of this
Registration Statement)
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:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this 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; and
(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;
4
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information required to be included in a post-effective
amendment by those paragraphs which are contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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 being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
the purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
of Item 6 of this registration statement, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed
in the Securities 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 Securities Act
and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that is 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 Surfside, State of Florida, on June 27, 1996.
MADERA INTERNATIONAL, INC.
By: /s/ Ramiro Fernandez-Moris
--------------------------
Ramiro Fernandez-Moris,
President/Chief Executive Officer,
Chief Financial Officer and Director
POWER OF ATTORNEY
Each person in so signing also makes, constitutes and
appoints Daniel Lezak and Roderick H. Powell III and either of
them, with full power of substitution and resubstitution, his
true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective
amendments) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.
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 dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Ramiro Fernandez-Moris President June 27, 1996
- -------------------------- (Chief Executive
Ramiro Fernandez-Moris Officer/Chief
Financial Officer),
and Director
/s/ Roman Fernandez-Moris Director June 27, 1996
- -------------------------
Roman Fernandez-Moris
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
1 Opinion and Consent of Roderick H. Powell III, Esq. 8
2 Consent of Roderick H. Powell III, Esq. 8
(Included in Exhibit 1)
3 Consent of Harlan & Boettger 9
4 Power of Attorney (page 6 of this 6
Registration Statement)
7
<PAGE>
RODERICK H. POWELL III
Attorney at Law
684 Higuera Street, Suite C
San Luis Obispo, CA 93401-3511
(805) 541-5100
(805) 541-5149 FAX
July 1, 1996
Madera International, Inc.
23548 Calabasas Road, Suite 205 East
Calabasas, California 91302
RE: Registration Statement on Form S-8
Gentleman:
At your request, we have examined the Registration Statement on Form S-8,
together with exhibits thereto, to be filed by you relating to the
registration of 10,000,000 shares of common stock, $0.01 par value per share
(the "Common Stock"), issuable in connection with Madera International, Inc.,
a Nevada Corporation (the "Company") Consulting/Compensation plan ("Plan").
We are familiar with the proceedings taken, and to be taken, by the Company
in connection with the issuance of shares of Common Stock under the Plan and
authorization of such issuance thereunder, and have examined such documents
and such questions of law and fact as we deem necessary in order to express
the opinion hereinafter stated.
Based on the foregoing, it is our opinion that the shares of Common
Stock of the Company to be issued pursuant to the Plan have been duly
authorized, and that such Common Stock, when issued in accordance with the
terms of the Plan, will be legally and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
abovereferenced Registration Statement.
Very truly yours,
/s/ Roderick H. Powell, III
RODERICK H. POWELL III
RHP/1m
