<PAGE>
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEUROCORP, LTD.
---------------
(Exact name of registrant as specified in its charter)
Nevada 87-0446395
(State of incorporation) (IRS Employer Identification No.)
150 White Plains Road, Tarrytown, New York 10591
------------------------------------------------
(Address of Registrant's Principal Executive Offices)
STOCK GRANT TO CONSULTANT
PURSUANT TO BOARD OF DIRECTORS' RESOLUTION
------------------------------------------
Full Title of the Plan
Dr. Turan M. Itil, Chairman Copy to: Peter Landau, Esquire
150 White Plains Road Opton Handler Feiler & Landau
Tarrytown, NY 10591 52 Vanderbilt Avenue
Telephone: 914/631-3316 New York, NY 10017
--------------------------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Amount to Maximum Aggregate Amount of
Securities to be Registered Offering Price Offering Registration
be Registered Per Share (1) Price (1) Fee (2)
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share 50,000 $ .01 $ 500.00 $18.00
(1) Estimated solely for the purpose of calculating the registration fee.
</TABLE>
<PAGE>
PART I
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE.
--------------------------------------
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the
Securities and Exchange Commission.
(a) The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1996, as amended (File No. 33-2205-D).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered
by the Company's annual report on Form 10-KSB for the year ended December
31, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be
part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES.
--------------------------
Each share of the Registrant's Common Stock is entitled to one vote per
share on all matters submitted to the Registrant's stockholders for vote,
consent or approval. Holders of the Common Stock are entitled to
dividends out of funds legally available therefore when and if declared
by the Board of Directors and to share ratably in the assets of the
Registrant available to the holders of Common Stock upon any liquidation,
dissolution or winding up of the Registrant. The Registrant anticipates
that earnings will be retained for use in the business of the Registrant
for the foreseeable future, and does not anticipate paying cash dividends
in the foreseeable future.
Holders of Common Stock are not entitled to any preemptive or similar
rights upon the issuance of other securities of the Registrant.
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
Not applicable.
2
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Section 78.751 of the Nevada General Corporation Law ("NGCL") permits
indemnification of corporate directors, officers, employees and agents
("Corporate Agents") for litigation costs and expenses, judgments
sustained and amounts paid in settlement as a result of their actions on
a corporation's behalf if the Corporate Agent acted in good faith and in
a manner reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to a criminal proceeding,
had no cause to believe his conduct was unlawful. A corporation is
obligated to indemnify a Corporate Agent for actual and reasonable
expenses incurred in successfully defending a legal claim brought against
such Corporate Agent. Even if a Corporate Agent is found liable, he may
be indemnified by the corporation, if its directors or officers
determined that he acted in good faith and under a reasonable belief that
his conduct was in, or not opposed to, the best interest of the
corporation, and, in a criminal action, that he had no reasonable cause
to believe that his conduct was unlawful. However, where the Corporate
Agent's liability is to the corporation, indemnification under the NGCL
is only allowed to the extent that the court finds that the Corporate
Agent is fairly and reasonably entitled to indemnity in view of all the
circumstances of the case.
The NGCL also provides that the above outlined provisions do not exclude
other provisions in a certificate or articles of incorporation or any
by-law agreement or vote of stockholders or disinterested directors
providing for indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
Item 8. EXHIBITS.
--------
Exhibit No. Description
------- --- -----------
4.01 Board of Directors resolution dated
November 6, 1996 relating to the issuance
of Common Stock registered hereby.
4.02 Specimen Stock Certificate for Common Stock.*
3
<PAGE>
5.01 Opinion of James Morris Vernon, Esq.
regarding legality of the shares to be issued
pursuant to the Registration Statement.
23.01 Consent of Scarano & Lipton, P.C.,
independent auditors, to the incorporation by
reference of such auditor's report contained
in the Registrant's Report on Form l0-KSB.
23.02 Consent of James Morris Vernon Esq. is
included in that firm's opinion filed as
Exhibit 5.01 hereto.
- ------------
*Incorporated by reference to Registration Statement on Form SB-2, No. 333-1462,
filed on February 9, 1996.
Item 9. UNDERTAKINGS.
-------------
The undersigned Registrant hereby undertakes:
(1) That, for 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
(2) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any provision or arrangement, 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 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 express
in the Securities Act and will be governed by the final adjudication of
such issue.
4
<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 the requirements for filing on From S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Tarrytown, New York, on
July 31, 1997.
(REGISTRANT) NEUROCORP, LTD.
BY (SIGNATURE AND TITLE) /S/TURAN M. ITIL
---------------
Turan M. Itil,
Chairman, Chief Executive
Officer and Director
Date: July 31, 1997
In accordance with 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:
/S/TURAN M. ITIL /S/I. RONALD HOROWITZ
- --------------- --------------------
Turan M. Itil I. Ronald Horowitz
Chairman, Chief Executive Officer Vice Chairman & Director
and Director
Date: July 31, 1997 Date: July 31, 1997
/S/KURT Z. ITIL /S/RICHARD KATZ
- -------------- --------------
Kurt Z. Itil, Director Richard Katz, Director
Date: July 31, 1997 Date: July 31, 1997
/S/EVELYN SOMMER /S/PIERRE LE BARS
- ---------------- ----------------
Evelyn Sommer, Director Pierre Le Bars,
Executive Vice President
and Director
Date: July 31, 1997 Date: July 31, 1997
/S/JOSEPH DIO GUARDI /S/AILEEN A. KUNITZ
- ------------------- ------------------
Joseph Dio Guardi, Director Aileen A. Kunitz, Vice President
Director, Principal Financial
Officer Principal Accounting
Officer
Date: July 31, 1997 Date: July 31, 1997
5
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933.
NEUROCORP, LTD.
150 White Plains Road
Tarrytown, New York 10591
PLAN INFORMATION
CONSULTING AGREEMENT
50,000 Shares of Common Stock, $.001 Par Value
August , 1997
______________________________________________________________________________
General Information
-------------------
This document relates to 50,000 shares of Common Stock issued by
Neurocorp, Ltd. (the "Company) to Jonathan D. Rahn (the "Consultant")
pursuant to the exercise of an option to purchase 50,000 shares (the
"Option") granted to the consultant in accordance with an oral Consulting
Agreement (the "Agreement") between the Consultant and the Company and a
resolution of the Board of Directors of the Company on November 6, 1996
(the "Board Resolution"). There are no agreements or representations of
the Company with respect to issuing any additional shares or regarding
any extension or renewal of the Agreement.
The Agreement was intended to secure the services of the Consultant in
compensation for which the Company agreed to issue the Option to
purchase 50,000 shares of its Common Stock (the "Shares") to Consultant,
and the Consultant is the only "participant" under the Agreement.
The Option was exercised in March and Shares were issued on
March 26, 1997. The exercise price was $.01 per share and the exercise
price of $500.00 was paid to the Company by a personal check of
Consultant.
The Agreement is not subject to the provisions of the Employee Retirement
Income Security Act of 1974.
The Agreement required no direct administration by the Company.
Performance of the Consultant has been completed. No extension or renewal
of the Agreement is contemplated, and the Shares may be sold as soon as
practicable following the effectiveness of the Registration Statement of
which this Prospectus is a part (the "Registration Statement").
<PAGE>
Additional information about the Agreement may be obtained by contacting
the Company at 150 White Plains Road, Tarrytown, N.Y. 10591 (telephone
914/631-3316).
Description of Shares
---------------------
The Company has only one class of Common Stock. Each Share is entitled to
one vote per share on all matters submitted to the Company's stockholders
for vote, consent or approval. Holders of Shares are entitled to
dividends out of funds legally available therefore, when and if declared
by the Board of Directors, and to share ratably in the assets of the
Company available to the holders of the Company's Common Stock upon any
liquidation, dissolution or winding up of the Company. The Company
anticipates that earnings will be retained for use in the business of the
Company for the foreseeable future, and does not anticipate paying cash
dividends on its Common Stock in the foreseeable future.
Holders of Common Stock are not entitled to any preemptive rights upon
the issuance of other securities of the Company.
The Company's Common Stock is traded in the "over-the-counter" market and
quotations for the Common Stock are published on the OTC Bulletin Board
under the trading symbol "NURC".
Restrictions on Resale of Stock
-------------------------------
The Shares when sold pursuant to the Registration Statement under the
Securities Act of 1933 (the "Act") will not be subject to any resale
limitations imposed by the Company or the Act, provided that the
Consultant is not then an affiliate of the Company. Based upon the
representations furnished by the Consultant and its own records, the
Company believes that the Consultant is not an affiliate of the Company.
Federal Income Tax Matters
--------------------------
The following discussion is intended to point out the general federal
income tax considerations applicable to individuals receiving stock under
arrangements such as the Agreement. Because federal income tax law is
subject to change, individual financial situations vary and state and
local taxation issues may be significant, the participant should consult
his own tax advisers concerning the tax consequences of the issuance of
Shares to him pursuant to the Agreement.
The issuance of Shares pursuant to the Agreement is not intended to
qualify for any special treatment under the Internal Revenue Code of
1986, as amended (the "Code"). Therefore, the Consultant must include in
his gross income, as ordinary income, the fair market value of the
Options.
2
<PAGE>
The Company has been advised that the Consultant has recognized the
receipt of income from the Options in 1995, the year in which the
services called for under the Agreement were performed. For financial
reporting purposes, the Company also recognized its expense connected
with the issuance of the Options in 1995. The Company did not withhold
any amounts from any compensation payable to the Consultant for any
federal, state, local, social security or other taxes, and shall bear
no responsibility for paying any such taxes or determining the amount of
such taxes which may payable by the Consultant.
The Consultant's basis in the shares for federal income tax purposes will
be the fair market value of the Options when received. Upon sale or other
disposition of the Shares the Consultant must, generally, report in gross
income the amount by which the proceeds or amount realized from the sale
or other disposition exceed his basis in the Shares sold. If the proceeds
or amount realized from any sale or other disposition are less than the
Consultant's basis in the shares, then the Consultant, in general, will
report a loss in the year of disposition. Such income or loss will be
short term capital gain (or loss) or long term capital gain (or loss),
depending upon the length of time the shares were held. Under current
law, if the Shares are held for not more than one year before being sold
or disposed, any gain or loss will be short term, and if the shares are
held for a period in excess of one year before being sold or disposed,
any gain or loss will be long term.
To the extent the Consultant recognizes a capital loss from a sale of
shares, such loss may generally only be used to offset capital gains,
provided that up to $3,000 of capital losses per year (in excess of
capital gains) may be deducted against the Consultant's ordinary income
(such as compensation). Unused capital losses may be carried forward for
an unlimited number of years by noncorporate taxpayers.
Other Available Information
---------------------------
This document constitutes part of a prospectus under Section 10(a) of the
Securities Act of 1933 relating to the offer and sale of the Common
Stock. The Company has incorporated by reference into this Prospectus
the Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and all
other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Company's latest annual report referred to above. All of such documents
are available to the Consultant without charge, upon written or oral
request, to the chief financial officer of the Company at the address set
forth on the first page of this document. The Company will also provide
to the Consultant, without charge, upon written or oral request, all
documents required to be delivered to the eligible Consultant pursuant to
Rule 428~) under the Securities Act of 1933, including, without
limitation, all documents constituting the Section 10(a) prospectus of
which this document forms
3
<PAGE>
a part, the Company's annual report to security holders for its latest
fiscal year; the Company's annual report on Form 10-K or 10-K SB for its
latest fiscal year; and a copy of all information which has been
incorporated by reference pursuant to the Registration Statement.
4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page Number
----------- ----------- -----------
<S> <C> <C>
4.01 Board of Directors resolution dated November 6, 1996
relating to the issuance of Common Stock registered hereby. 6
4.02 Specimen Stock Certificate for Common Stock.* --
5.01 Opinion of James Morris Vernon, Esq. regarding legality of
the shares to be issued pursuant to the Registration Statement. 8
23.01 Consent of Scarano & Lipton, P.C., independent auditors, to
the incorporation by reference of such auditor's report
contained in the Registrant's Report on Form 10-KSB. 10
23.02 Consent of James Morris Vernon, Esq. is included in that firm's
opinion filed as Exhibit 5.01 hereto. --
- ---------
* Incorporated by reference to Registration Statement on Form SB-2, Registration
No. 333-1462 filed on February 9, 1996.
</TABLE>
5
<PAGE>
Exhibit 4.01
[LOGO] NeuroCorp Ltd
CERTIFICATE OF SECRETARY
The undersigned, Aileen A. Kunitz, being the duly elected qualified and
acting Secretary of NeuroCorp, Ltd., a Nevada corporation (the
"Corporation"), hereby certifies that she has been duly elected, qualified
and is acting in such capacity and that, as such, she is familiar with the
facts herein certified and is duly authorized to certify the same, and
hereby further certifies on behalf of the Corporation as follows:
Attached hereto are true and correct copies of resolutions duly adopted
by the Corporation's Board of Directors at a meeting duly called and held on
November 6 ,1996, at which meeting a quorum was at all times present and acting;
said resolutions have not been amended, modified or rescinded and remain in full
force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Corporation this 6th day of December, 1996.
s/ Aileen A. Kunitz
Aileen A. Kunitz
Mailing address: 150 White Plains Road 5 // Tarrytown, New York 10591 //
Phone: (914) 631-3316 // Fax: (914) 631-3514
Manhattan office: 521 Fifth Avenue // Suite 1817 G New York; New York 10175 //
Phone: (212) 986-4059 5 Fax: (212) 986406?
6
<PAGE>
FURTHER RESOLVED, that Ronald Horowitz or any other officer of the Company be
and hereby is authorized and directed to cause to be prepared and to execute
and file a registration statement on Form S-8 with the Securities and
Exchange Commission registering the 50,000 restricted shares to be issued to
Jonathan Rahn, and an additional 250,000 restricted shares of Common Stock,
underlying the incentive stock options for 250,000 shares previously granted
to Ronald Horowitz.
7
<PAGE>
Exhibit 5.01
JAMES MORRIS VERNON
Attorney At Law
760 Mays Boulevard, Suite 19
Post Office Box 5996
Incline Village, Nevada 89450
Telephone: (702) 831-3140
Facsimile: (702) 831-3488
July 1,1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
RE: Neurocorp, Ltd.
Registration Statement on Form S-8
------------ --------- -- ---- ---
Gentlemen:
This firm has acted as counsel to Neurocorp, Ltd. (the "Company") in
connection with its Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933 (the "Act"), relating to the
offer and sale of a maximum of 50,000 shares of the Company's Common Stock
(the "Shares") issued upon exercise of an option granted pursuant to a
Consulting Agreement between the Company and Jonathan D. Rahn pertaining to
services performed by Mr. Rahn in 1995, and a resolution of the Board of
Directors of the Company dated November 6,1996. In connection with the
Registration Statement, we have been requested to express an opinion with
respect to the legality of the Shares.
8
<PAGE>
Securities and Exchange Commission
RE: Neurocorp, Ltd. on Form S-8
July 1,1997
Page Two
In this connection, we have examined the Company's Articles of
Incorporation, as amended, resolutions of the Company's Board of Directors,
and such other instruments, certificates, records and documents as we have
deemed necessary as the basis for the opinion set forth below. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to us as copies and the authenticity of originals of such copies.
In addition, we have assumed that the documents listed above have not been
and will not be altered, amended, or supplemented in any respect material
to our opinion stated herein. We have conducted no independent factual
investigation but rather have relied solely upon the documents listed above
and the information set forth therein.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation incorporated under the general corporation
laws of the State of Nevada and its status active.
2. The Shares were issued upon the exercise of the Option.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized, legally and validly issued, fully paid and non-assessable.
-------------------
James Morris Vernon
9
<PAGE>
EXHIBIT 23.01
[LETTERHEAD OF SCARANO & TOMARO, P.C.]
Neurocorp, Ltd.
150 White Plains Road
Tarrytown, NY 10591
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated March 8, 1997 except for Note 13a as to which the date is March
12, 1997 and Note 13b as to which the date is March 26, 1997, appearing in
Neurocorp Ltd.'s Annual Report on Form 10-KSB for the year ended December 31,
1996.
/s/ Scarano & Tomaro, P.C.
Scarano & Tomaro, P.C.
Mitchel Field, New York
July 31, 1997
