As filed with the Securities and Exchange Commission on February 17, 1997
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)
2600 Douglas Road - Suite 1004
Coral Gables, FL 33134
(Address of principal executive offices) (Zip Code)
Consulting/Compensation Plan
(Full title of plan)
CD Financial, Inc.
PO Box 7202
Incline Village, NV 89452
(Name and address of agent for service)
(702) 831-7648
(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
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CALCULATION OF REGISTRATION FEE
Proposed Propose
Title of Maximum Maximum Amount of
Securities To Amount To Be Offering Price Aggregate Registration
Be Registered Registered(1) Per Share(3) Offering Price(3) Fee
- --------------------------------------------------------------------------------
Common Stock
($.01 par
value Per
share) 5,000,000 shrs.(2) $0.10 $500,000 $172.41
(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 5,000,000 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 February 14, 1997.
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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.
Not 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 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 does not maintain 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
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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;
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.
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(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.
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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, 1995.
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 February 17, 1997
- -------------------------- (Chief Executive
Ramiro Fernandez-Moris Officer/ Chief
Financial Officer),
and Director
/s/ Roman Fernandez-Moris Director February 17, 1997
- -------------------------
Roman Fernandez-Moris
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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
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8, of our report dated June 11, 1996, relating to
to Annual Report on Form 10-SB for the year ended March 31, 1996 on
financial statements of Madera lnternational, Inc.
Very truly yours,
/s/ Harlan & Boettger
Harlan & Boettger, CPA
February 19, 1997
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RODERICK I. POWELL III
Attorney at Law
February 25, 1997
Madera International, Inc.
2600 Douglas Road - Suite 1004
Coral Gables, FL 33134
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 5,OOO,OOO shares at common stock, $O.O1 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 titling of this opinion as an exhibit to the
above referenced Registration Statement.
Very truly yours,
/s/ Roderick H. Powell III
RODERICK H. POWELL Ill
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