<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
CORSAIRE SNOWBOARD, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
State of Delaware 55-0672633
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3838 Camino Del Rio North, Suite 333, San Diego, CA 92108
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Agreements for Consulting Services
- -------------------------------------------------------------------------------
(Full Title of the Plan)
Harvard Business Services, Inc., 25 Greystone Manor, Lewes, DE 19958
- -------------------------------------------------------------------------------
(Name and Address of Agent For Service)
(302) 645-7400
- -------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------
Common Stock 600,000 $.50 $300,000.00 $100.00
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995 and the Form 10-QSB's for fiscal quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents, except as to any portion of any future
Annual or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
such statement is replaced or modified by a statement contained in a
subsequently dated document incorporated by reference or contained in this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Securities are registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Does Not Apply
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
Section 145 of the General Corporation Laws of Delaware (the "Act")
provides that a corporation may indemnify a director or officer of the
corporation and to purchase and maintain liability insurance for those
persons as, and to the extent permitted by Article 7 of the Act.
The Company's Certificate of Incorporation further provides that to the
fullest extent permitted by the General Corporation Laws of Delaware a
director shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Does Not Apply
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Carmine J. Bua, III, Esq.
24.1 Consent of Strabala Ramirez & Associates, C.P.A.
ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1)(a) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
3
<PAGE>
(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 (1)(a)(i) and (1)(a)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(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 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.
The undersigned registrant hereby undertakes that, for purposes of
determining a liability under the Securities Act of 1933, each filing of the
registrant's 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.
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
4
<PAGE>
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 Act and will be governed by the final adjudication of such
issue.
5
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Form S-8 and has duly caused this
registration statement to be signed on its behalf of the undersigned,
thereunto duly authorized, in the City of Vancouver, British Columbia, on the
____ day of March 1997.
CORSAIRE SNOWBOARD, INC.
BY: /s/ Rene M. Hamouth
----------------------------------------
RENE M. HAMOUTH,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Rene M. Hamouth Chairman of the Board March ___, 1997
- -------------------- President, Chief
RENE M. HAMOUTH Executive Officer, and
Treasurer (Principal
Financial and Accounting
Officer) and Secretary
6
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
5.1 Opinion of Carmine J. Bua, III, Esq.
re legality
24.1 Consent of Strabala Ramirez & Associates C.P.A.
7
<PAGE>
[LETTERHEAD]
March 24, 1997
Mr. Rene Hamouth
Chief Executive Officer
Corsaire Snowboard, Inc.
530 Thedford Place
West Vancouver, B.C. V7V 1R9
CANADA
Re: LEGAL OPINION FOR CORSAIRE SNOWBOARD, INC.
S-8 REGISTRATION STATEMENT
------------------------------------------
Dear Mr. Hamouth:
At your request, I have examined the form of Registration Statement No.
33-____________ which Corsaire Snowboard, Inc. (the "Company") is filing with
the Securities and Exchange Commission, on Form S-8 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 600,000 shares of your Common Stock (the "Stock")
issuable pursuant to various Agreements for Consulting Services (the
"Agreements").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as
are specifically described below. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the
original documents of all documents submitted to me as copies. My
examination was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
<PAGE>
Mr. Rene Hamouth
March 25, 1997
Page 2
3. Resolutions adopted by the Board of Directors of the Company
authorizing the issuance of the Stock pursuant to the
Agreements.
4. The Registration Statement.
5. The Agreements.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock to be issued
under the Agreements, subject to effectiveness of the Registration Statement
and compliance with applicable blue sky laws, and execution of the Agreements
in the form referred to herein, when issued pursuant to the Agreements, will
be duly and validly authorized, fully paid and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification
of the Stock described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding
sentence, this opinion (i) is addressed solely to you, (ii) may not be relied
upon by any other party, (iii) covers only matters of Delaware and federal
law and nothing in this opinion shall be deemed to imply any opinion related
to the laws of any other jurisdiction, (iv) may not be quoted or reproduced
or delivered by you to any other person, and (v) may not be relied upon for
any other purpose whatsoever. Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set forth above.
<PAGE>
Mr. Rene Hamouth
March 25, 1997
Page 3
By giving you this opinion and consent, I do not admit that I am an
expert with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ Carmine J. Bua, III
CARMINE J. BUA, III
CJB:dmj
<PAGE>
STRABALA
RAMIREZ
& ASSOCIATES
CERTIFIED PUBLIC Accountants
March 19, 1997
Board of Directors
Corsaire Snowboard, Inc.
3838 Camino Del Rio North, Suite 333
San Diego, CA 92108
RE: CONSENT TO USE OUR AUDITED FINANCIAL STATEMENTS AS AN
Exhibit to Corsaire Snowboard, Inc. S-8 Registration Statement
Gentlemen:
Please let this letter serve as our consent to the filing of our audited
financial statements of Corsaire Snowboard, Inc., a Delaware corporation dated
October 25, 1996 for the year ending December 31, 1995.
Very truly yours,
STRALBALA RAMIREZ & ASSOCIATES
/s/ Henry Mendoza
Henry Mendoza, C.P.A.
Partner
HM/kk
ORANGE COUNTY corporate OFFICE
2600 Miche lson Drive, Suite 1520,
Irvine, California 92612
(714) 852-1600
FAX (714) #52 1606
LOS ANGELES OFFICE
4250 Wilshire Boulevarde Penthouse Suite
Los s Angeles California 900lO
(213) 934-2400
FAX (213} 934.2935
