<PAGE>
As filed with the Securities and Exchange Commission on May 19, 1997
- --------------------------------------------------------------------------------
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
ICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_____________________
Delaware 33-0214792
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
_____________________
Gregory J. Martin, President
7203 Earldom Avenue
Playa Del Ray, CA 90293
(310) 305-1766
(Address of Registrant's principal executive offices, including zip code)
_____________________
ADVISOR COMPENSATION PLAN
(Full title of the Plan)
The Prentice Hall Corporation System, Inc.
1013 Centre Road
Wilmington, DE 19805
(800) 927-9800
(Name, address and telephone number of agent for service)
_____________________
COPIES TO:
Lawrence W. Horwitz, Esq.
Horwitz & Beam
Two Venture Plaza, Suite 380
Irvine, CA 92618
____________________
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
per Share Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 Par Value/1/ 5,000/1/ $3.3125/2/ $16,562.50 $5.02
====================================================================================================================================
- -----------------------
</TABLE>
/1/ Includes 5,000 shares of common stock, issuable for counseling and
advisory services to Horwitz & Beam.
/2/ Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 and based upon the average of the bid
and asked prices for the Common Stock on May 16, 1997, as reported by the
OTC Bulletin Board
<PAGE>
ICE HOLDINGS, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
<S> <C> <C>
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holder
8. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holder
9. Description of Securities to be Description of Securities;
Registered
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position Indemnification of Directors
on Indemnification for Securities and Officers; Undertakings
Act Liabilities
</TABLE>
DATED: May 19, 1997
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant incorporates the following documents by reference in the
registration statement:
The Company's Annual Report on Form 10-KSB filed for the year ended March
31, 1996 and the Company's Quarterly Reports on Forms 10-QSB for the quarters
ended June 30, 1996, September 30, 1996 and December 31, 1996.
All other documents filed in the future 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 which deregisters the securities
covered hereunder which remain 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(g) of
the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
None.
Item 6. Indemnification of Officers and Directors
-----------------------------------------
The Company's Bylaws and the Delaware General Corporation Law provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
The Company's Certificate of Incorporation further provides that a director
of the Company shall not be personally liable for monetary damages to the
Company or its shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
the unlawful payments of dividends or stock redemption by the Company or (iv)
for any transaction from which the director derives an improper personal
benefit.
Item 7. Exemption from Registration Claimed
-----------------------------------
Inasmuch as the consultant who received the Shares of the Registrant was
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Registrant, such transaction was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act.
3
<PAGE>
Item 8. Exhibits
--------
4 Retainer Agreement with Horwitz & Beam.
5 Opinion of Horwitz & Beam, consent included, relating to the issuance
of the shares of securities pursuant to the Retainer Agreement.
23.1 Consent of Horwitz & Beam.
23.2 Consent of Fox & Fox, C.P.A.'s
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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;
(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, including (but not limited to) any
addition or election of a managing underwriter.
(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
4
<PAGE>
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 that 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.
5
<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 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 Playa Del Ray, State of California, on 12 May, 1997.
ICE HOLDINGS, INC.
By: /s/ GREGORY J. MARTIN
------------------------------
Gregory J. Martin, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on and on the date indicated.
/s/ GREGORY J. MARTIN
- -------------------------------------------------------
Gregory J. Martin, President, Executive Vice President,
Chief Financial Officer, Secretary, and sole Director
Date: 12 May 1997
6
<PAGE>
EXHIBIT 4
Retainer Agreement
with
Horwitz & Beam
<PAGE>
EXHIBIT 4
Law Offices Of
HORWITZ & BEAM
Two Venture Plaza
Suite 380
Irvine, California 92618
(714) 453-0300
(310) 842-8574
FAX: (714) 453-9416
Lawrence W. Horwitz, Esq.
Gregory B. Beam, Esq.
Lawrence R. Bujold, Esq.
Lawrence M. Cron, Esq.
Lynne Bolduc, Esq.
Thomas B. Griffen, Esq.
John J. Isaza, Esq.
Malea M. Farsai, Esq.
March 3, 1997
Mr. Gregory J. Martin
ICE Holdings, Inc.
7203 Earldom Avenue
Playa Del Ray, CA 90293
Re: Legal Representation
--------------------
Dear Mr. Martin:
This is to confirm our understanding whereby you have engaged this firm to
represent you with respect to the proposed research and drafting of a legal
opinion regarding any potential outstanding or contingent liabilities
(hereinafter referred to as the "Matter"). This agreement only pertains to our
representation in connection with the Matter. This letter, when signed by you,
will constitute the written fee contract required by California law. In
connection therewith, our understanding and agreement are as follows:
1. We will undertake to advise you in connection with the Matter and any
other matters you ask us to undertake. We will undertake to prepare such
documents as may be required to affect the foregoing.
2. There can be no assurances, and we make no guarantees, representations
or warranties as to the particular results from our services and the response
and timeliness of action by any governmental official or department.
3. You understand that the accuracy and completeness of any document
prepared by us is dependent upon your alertness to assure that it contains all
material facts which might be important and that such documents must not contain
any misrepresentation of a material fact nor omit information necessary to make
the statements therein not misleading. To that end, you agree to review, and
confirm to us in writing that you have reviewed, all materials for their
accuracy and completeness prior to any use thereof. You also acknowledge that
this responsibility continues in the event that the materials become deficient
in this regard.
<PAGE>
Horwitz & Beam
Mr. Gregory J. Martin
April 21, 1997
Page 9
4. We will undertake the representation in connection with the matter in
accordance with the following terms:
(a) A flat fee of 5,000 shares of Common Stock of ICE Holdings, Inc.
(the "Shares"). Upon issuance, the Shares shall be registered pursuant to an S-
8 registration statement as free trading shares. This amount shall include all
attorney's fees and costs contained in our bill for the Matter.
We will bill you monthly with the understanding that, except as set
forth otherwise herein, unless otherwise agreed to by us, you will pay the full
amount of each statement within ten days after your receipt thereof. Amounts
past due for 30 days or more will be charged a finance charge of 10% per annum.
5. Except as set forth above, fees do not include incidental costs and
expenses such as copying charges, long distance telephone charges, messenger
charges, filing fees, court costs and facsimile charges. The other costs will
be billed to you or, in the case of certain expenses such as corporate filing
costs, you will be requested to provide such amounts in advance. You agree to
pay all expenses advanced by the firm and to provide expenses in advance to the
extent requested by the firm.
6. With respect to any new matters, hourly fees do not include incidental
costs and expenses such as copying charges, long distance telephone charges,
messenger charges, and fac simile charges. These costs will be billed to you
on a monthly basis. You agree to pay all expenses advanced by the firm and to
provide expenses in advance to the extent requested by the firm.
7. The firm reserves the right to immediately withdraw its representation
in the event that (i) we discover any misrepresentation of information provided
to us, or (ii) you and any of your affiliates engage in any conduct or
activities contrary to our advice which in our opinion would constitute a
violation of applicable law. In the event legal action is required to collect
any amounts due hereunder, you agree to pay legal fees and expenses required to
collect such amounts.
8. We will consult with you on all major decisions and will attempt to
keep you fully informed of the status of the preparation of documents and
responses to filings, if any, as well as our recommended strategies. You should
feel free to call at any time if you have any questions or wish to discuss any
aspect of this matter.
9. You are advised that the Firm maintains errors and omissions insurance
coverage applicable to the services to be rendered.
10. This Agreement shall be governed by the laws of the State of
California and venue for any action hereunder shall be in Orange County,
California.
<PAGE>
Horwitz & Beam
Mr. Gregory J. Martin
April 21, 1997
Page 10
If this letter correctly sets forth your understanding and agreement with
respect to the matters mentioned above, please execute and return one copy of
this letter.
Very truly yours,
HORWITZ & BEAM
/s/ LAWRENCE W. HORWITZ
---------------------------
Lawrence W. Horwitz
The undersigned hereby confirms and agrees that this letter, executed and
effective this 21st day of April, 1997, sets forth my understanding and
agreement.
ICE HOLDINGS, INC.
/s/ GREGORY J. MARTIN
- ----------------------------------
By: Gregory J. Martin
Its: Chief Financial Officer
<PAGE>
EXHIBIT 5
Opinion of Horwitz & Beam relating to
issuance of shares of securities pursuant to the above
Retainer Agreement
<PAGE>
EXHIBIT 5
Law Offices of
HORWITZ & BEAM
Two Venture Plaza
Suite 380
Irvine, California 92618
(714) 453-0300
(310) 842-8574
FAX: (714) 453-9416
Gregory B. Beam, Esq.
Lawrence W. Horwitz, Esq.
Lawrence R. Bujold, Esq.
Lawrence M. Cron, Esq.
Lynne Bolduc, Esq.
Thomas B. Griffen, Esq.
John J. Isaza, Esq.
Malea M. Farsai, Esq.
April 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: ICE Holdings, Inc.
------------------
Ladies and Gentlemen:
This office represents ICE HOLDINGS, INC., a Delaware corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 5,000 shares of the Registrant's
Common Stock issuable to Horwitz & Beam for performance of certain legal
representation, advisory, and counseling services (the "Registered Securities").
In connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
HORWITZ & BEAM
/s/ HORWITZ & BEAM
<PAGE>
EXHIBIT 23.1
Consent of Horwitz & Beam relating to
issuance of shares of securities pursuant to the above
Retainer Agreement
<PAGE>
EXHIBIT 23.1
CONSENT OF HORWITZ & BEAM
We hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form S-8 of our opinion dated April 16, 1997 relating
to the registration of the Securities, as therein defined, of ICE HOLDINGS,
INC., a Delaware corporation, which is attached as Exhibit 5 therein.
Dated: April 17, 1997 HORWITZ & BEAM
By: /s/ LAWRENCE W. HORWITZ
-----------------------------
Lawrence W. Horwitz
Its: Vice President
<PAGE>
EXHIBIT 23.2
Consent of Fox & Fox, C.P.A.'s relating to
issuance of shares of securities pursuant to the above
Retainer Agreement
<PAGE>
EXHIBIT 23.2
CONSENT OF
FOX & FOX, C.P.A.'s
We hereby consent to the incorporation by reference in this Prospectus
constituting part of the Registration Statement of Form S-8 of our reports
appearing in the ICE HOLDINGS, INC., a Delaware corporation, Form 10-KSB filed
for the year ended March 31, 1996; and the Quarterly Reports on Forms 10-QSB for
the quarters ended June 30, 1996; September 30, 1996; and December 31, 1996.
Dated: 5-13-97 /s/ FOX & FOX
-------------------- ----------------------------
FOX & FOX, C.P.A.'s
