[DESCRIPTION] FORM S-8 REGISTRATION STATEMENT
[TEXT]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TRAVIS INDUSTRIES, INC.TRAVIS INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 84-1063149
____________________________ ____________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3415 W. Broadway, Council Bluffs, Iowa 51501
______________________________________ ____________
(Address of Principal Offices) (Zip Code)
February 1997 Stock Compensation Plan
_________________________________________
(Full Title of the Plan)
Stephen E. Cayou 490 Orchard, Golden, CO 80401
______________________________________________
(Name and Address of Agent for Service)
(303) 271-1200
______________
(Telephone Number, Including Area Code,
of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN
CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE
FOLLOWING BOX: [ X ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Price Fee
<C> <C> <C> <C> <C>
Common 7,000,000 $0.025 $175,000 <F1> $54.00
<FN>
<F1> Calculated based the most recent closing high bid for the
common stock of the Company on the NASDAQ OTC Bulletin Board.
</FN>
</TABLE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into
this Registration Statement, and made a part hereof:
(a) The Company's latest annual report, for the fiscal year ended
March 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of such fiscal year;
(c) Not applicable.
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 only statute, charter provision, bylaw, contract, or other arrange-
ment under which any controlling person, director or officer of the Regis-
trant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is set forth in the Company's Articles
of Incorporation, as amended, in provisions substantially identical to provi-
sions of the Colorado Business Corporation Act, as amended. The Articles of
Incorporation provide that control persons, officers and directors shall be
indemnified to the fullest extent permitted under such law as it may be amended
from time to time. Similarly, as provided in the Colorado Business
Corporation Act, the Articles of Incorporation, as amended provide that a
director shall not be personally liable to the corporation or its share-
holders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or to its shareholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for acts specified under Section 7-108-401 et. seq. of the Colorado
Business Corporation Act (or similar provision under any amendment thereto);
or (iv) for any transaction from which the director derived an improper
personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See - Exhibits and Exhibit Index following the Signature Page hereof.
Item 9. Undertakings.
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 additional or changed material information
with respect to the plan of distribution.
Except that, with respect to issuers filing a Registration Statement on
Form S-8, subparagraphs (i) and (ii) of this paragraph do not apply, and the
information required in a post-effective amendment is incorporated by refer-
ence from periodic reports filed by the Issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the Secur-
ities 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.
(4) 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 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
intial bona fide offering thereof;
(5) Insofar as indemnification for liabilities arising under the Securi-
ties Act of 1933, as amended, 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 Securi-
ties 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 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 control-
ling 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.
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 Golden, State of Colorado, on February 21, 1997.
REGISTRANT: TRAVIS INDUSTRIES, INC.
By: /s/ Stephen E. Cayou
_________________________
Stephen E. Cayou, President
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
date indicated.
/s/ Stephen E. Cayou Date: February 21, 1997
__________________________
Chairman, Director
and Principal Executive Officer
/s/ Jeffrey R. Skinner Date: February 21, 1997
____________________________
Director, Principal Financial
and Accounting Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-4 Instruments Incorporated by reference from
defining rights Form S-18 dated Nov. 30, 1987
of securities and exhibits as filed with the
holders Commission (3316820-D) and
subsequently filed annual reports on
Form 10-K or 10-KSB for fiscal
years ended March 31, 1993 and 1993
and 1991, including exhibits
EX-5 Opinion re:
legality
EX-15 Letter on Incorporated by reference from Forms
unaudited interim 10-QSB and other '34 Act filings
financial
information
EX-25 Consents of experts
and counsel
THOMAS P. RAABE
Attorney at Law
7641 Estate Circle
Niwot, Colorado 80503
Thomas P. Raabe Telephone (303) 530-3107
Fax (303) 652-8263
February 20, 1997
Travis Industries, Inc.
490 Orchard St.
Golden, Colorado 80401
Re: SEC Registration Statement on Form S-8
Gentlemen:
I am counsel for Travis Industries, Inc., a Colorado
corporation (the "Company") in connection with its proposed
registration under Form S-8 of the Securities Act of 1933,
as amended ("the Act"), of Eight Million (8,000,000) shares
of its $0.0001 par value Common Stock which may be issued to
certain employees, advisors and consultants under certain
stock compensation plans as to which this opinion is a part,
to be filed with the Securities and Exchange Commission
("the Commission").
In connection with rendering my opinion as set forth below,
I have reviewed and examined originals or copies identified
to my satisfaction of the following:
(1) Articles of Incorporation of the Company, as filed
with the Secretary of State of the State of Colorado on July
21, 1987 and amended on March 22, 1989, May 6, 1992 and
April 26, 1993.
(2) By-laws of the Company and Resolutions of the
Board of Directors dated February 19, 1997 authorizing the
issuance of Common Shares pursuant to a stock compensation
plan to certain employees, consultants and advisors, which
has been certified by the proper officers of the Company as
being in full force and effect.
(3) The Registration Statement and exhibits thereto as
to be filed with the Commission.
I have examined such other documents and records,
instruments and certificates of public officials, officers
and representatives of the Company, and have made such other
investigations as I have deemed necessary or appropriate
under the circumstances. In connection with rendering this
opinion, I have reviewed such statutes and judicial
precedents as I have deemed relevant and necessary. In my
examination, I 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 with, the original documents of all documents
submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. I have
further assumed that the recipients of shares under advisory
or consulting agreements will pay the consideration required
under the terms of the respective agreement prior to the
issuance of such shares.
Based upon the foregoing and in reliance thereon, it is my
opinion that shares of Common Stock to be issued in the
manner contemplated under the referenced compensation plan
and underlying agreements will, upon the receipt of full
payment, issuance and delivery in accordance with the terms
thereof, be duly and validly authorized, legally issued,
fully paid and nonassessable in accordance with the
Company's Articles of Incorporation, as amended and pursuant
to the Colorado Business Corporation Act, 1973 C.R.S. 7-101-
101 et seq., as amended.
This opinion is limited to the laws of the state of Colorado
and the Colorado Business Corporation Act, and I express no
opinion with respect to the laws of any other jurisdiction.
While this opinion is given for the sole benefit of the
Company, I consent to you filing this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement on Form S-8. This opinion is not to
be used, circulated, quoted or otherwise referred to for any
other purpose without my prior written consent. This
opinion is based upon my knowledge of the law and facts as
of the date hereof. I assume no duty to communicate with you
with respect to any matter which comes to my attention
hereafter. This opinion has been issued after full
disclosure to the Company and waiver by duly authorized
officers of the Company of a conflict of interest created by
the fact that I am receiving certain shares of common stock
from the Company as compensation for legal services, which
shares are being registered under the Form S-8 registration
statement for which this opinion is being provided.
Very truly yours,
By: /ss/ Thomas P. Raabe
Thomas P. Raabe, Attorney at
Law
CONSENT OF ATTORNEYS
The Law Firm of Thomas P. Raabe, Attorney at Law hereby consents to the filing
of the Opinion dated February 10, 1997 issued to the registrant as an exhibit to
the Registration Statement on Form S-8.
By: /ss/ Thomas P. Raabe
Thomas P. Raabe, sole prop.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated November 10, 1996 accompanying
the financial statements of Travis Industries, Inc. incorporated by
reference in the Registration Statement Form S-8. We consent to the
use of the aforementioned report in the Registration Statement.
/s/ Schumacher & Associates, Inc.
12835 East Arapahoe Road
Tower II, Suite 110-B
Englewood, CO 80112
February 21, 1997
