FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ITRONICS INC.
CENTRAL INDEX KEY: 0000825203
INDUSTRIAL CLASSIFICATION: Services - Engineering, Accounting,
Research, Management [8700]
IRS NUMBER: 752198369
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-8
SEC ACT:
SEC FILE NUMBER:
FILM NUMBER:
BUSINESS ADDRESS:
STREET 1: 6490 S. MCCARRAN BLVD. BLDG C-23
CITY: RENO
STATE: NV
ZIP: 89509
BUSINESS PHONE: 702-689-7696
MAIL ADDRESS:
STREET 1: 6490 S. MCCARRAN BLVD. BLDG C-23
CITY: RENO
STATE: NV
ZIP: 89509
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ITRONICS INC.
(Name of small business issuer in its charter)
TEXAS 75-2198369
- -------------------------- ---------------------
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation
or organization)
6490 S. McCarran Blvd.
Bldg. C-23, Reno NV 89509
- -------------------------- ----------------------
(Address of principal (Zip Code)
place of business)
Itronics Inc. Consultant/Employee Stock Compensation Plan
-----------------------------------------------
(Full title of the plan)
Donald F. Mintmire, Esq, 265 Sunrise Avenue, Suite 204, Palm Beach,
FL 33480;
Tel: (561) 832-5696
--------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT MAXIMUM AGGREGRATE REGISTRATION
TO BE TO BE OFFERING OFFERING FEE (1)
REGISTERED REGISTERED PRICE PER PRICE PER
SHARE SHARE
Common Stock 2,000,000 (2) $.15 $300,000 $100
$0.001 par value
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the
purpose of calculating the Registration Fee, which is based on the
<PAGE>
closing sale price of the Company's Common Stock on August 28, 1998 as reported
on the OTC Electronic Bulletin Board.
(2) Represents the maximum number of shares to which options may be
granted under the Itronics Inc. Consultant/Employee Stock Compensation
Plan (the "Plan").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant (File
No. 33-27610-A) pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form l0-KSB for the fiscal
year ended December 31, 1997;
(2) All other reports filed by the Registrant with the Commission pursuant to
Section 13(a) or Section 15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrant's Annual Report referred to above; and
(3) The description of the Common Stock of the Registrant contained in the
Registrant's Form 10-KSB.
All documents filed by the Registrant with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto 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 herein and to be a part hereof from the date of filing
of such 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 Bylaws of the Registrant contain provisions which provide for the
indemnification of directors, officers, and other employees or agents of the
Registrant properly appointed to serve in an official capacity who while acting
in good faith, in the best interests of the Registrant, and within the scope of
their offices, are or are threatened to be named as a defendant or respondent in
a civil or criminal action. The extent of the indemnification is limited to
judgements, penalties, fines, settlements and reasonable expenses
<PAGE>
actually incurred.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* 5.1 Opinion of Mintmire & Associates
* 10.1 Itronics Inc. Consultant/Employee Stock Compensation Plan
* 23.1 Consent of Kafoury, Armstrong & Co.
* 23.2 Consent of Mintmire & Associates. (contained in the opinion
filed as Exhibit 5.1 hereof)
(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) (1) to file, during any period in which it offers or sells securities,
a post effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, to treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering;
(3) to remove from registration by means of a post-effective
amendment any of the securities that remain unsold at the end of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the FFActIY) may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 Company 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 Company will, unless in the opinion of this
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
jurisdiction of such issue.
<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, in the City of Reno, Nevada. on August 28,
1998.
ITRONICS INC.
By:/s/John W. Whitney
John W. Whitney, 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
dates indicated.
Signature Title Date
/s/ John W. Whitney Director 8-28-98
John W. Whitney
/s/ Paul H. Durckel Director 8-28-98
Paul H. Durckel
/s/ Alan C. Lewin Director 8-27-98
Alan C. Lewin
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5.1 Opinion of Mintmire & Associates
10.1 Itronics Inc. Consultant/Employee Stock
Compensation Plan
23.1 Consent of Kafoury, Armstrong & Co.
EXHIBIT 5.1
August 28, 1998
Board of Directors
Itronics Inc.
6490 South McCarran Boulevard
Building C-23
Reno, Nevada 89509
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to
be filed by you with the Securities and Exchange Commission on or about August
28, 1998, in connection with the registration under the Securities Act of 1933,
as amended, of 2,000,000 shares of the Company's Common Stock, $0.001 par value
(exclusive of any securities associated therewith, the "Stock") to be sold by
you pursuant to the Company's Consultant/Employee Stock Compensation Plan. (the
"Purchase Plan").
As your counsel, we have examined the proceedings relating to and action
taken by you in connection with the adoption of the Purchase Plan.
It is our opinion that the 2,000,000 shares of the Stock that may be issued
and sold by the Company pursuant to the Plan, when issued and sold in the manner
provide in the Plan, will be validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In providing this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ MINTMIRE & ASSOCIATES
BY: /s/ Donald F. Mintmire, Esq.
Donald F. Mintmire, Esq.
DFM/lrl
EXHIBIT 10.1
Consultant/Employee Stock Compensation Plan
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Itronics Inc. and its
Subsidiaries (together being the "Company") by allowing the Company to
compensate consultants and certain other Employees who have provided bona fide
services to the Company, through the award of Common Stock of the Company.
II. DEFINITIONS.
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of (i) Common Stock or (ii) options or
warrants to purchase Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of the Company.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the Common Stock of the Company.
5. "Date of Grant" means the day the Board of Directors authorized
the grant of an Award or such later date as may be specified by the Board of
Directors as the date a particular Award will become effective.
6. "Consultant" means any person or entity (i) who has rendered or will
render bona fide services to the Company, and (ii) who, in the opinion of the
Board of Directors, are in a position to make, or who have previously made, a
significant contribution to the success of the Company.
7. "Subsidiary" means any corporation that is a subsidiary with
regard to as that term is defined in Section 424(f) of the Code.
III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is August 28, 1998.
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administration of this
Plan, and will grant Awards under this Plan. Subject to the express provisions
of this Plan and applicable law, the Board of Directors shall have full
authority and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration of
this Plan unless it resulted from the member's willful misconduct.
V.STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 2,000,000 shares which number represents 2,000,000
shares not yet issued under the Plan. The Board of Directors may increase the
maximum number of shares of Common Stock as to which Awards may be granted at
such time as it deems advisable.
VI.PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Consultants and Employees.
VII.GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Consultants and Employees
Awards are to be granted, and the number of shares of Common Stock as to which
Awards granted to each Consultant and Employee will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation, the
date of exercisability, exercise price and term of any Award which constitutes
an option or warrant to purchase Common Stock). No grant will be made if, in the
judgment of the Board of Directors, such a grant would constitute a public
distribution within the meaning of the Securities Act of 1933, as amended (the
"Act"), or the rules and regulations promulgated thereunder.
<PAGE>
VIII.DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an Award, the
Company shall deliver to the person who is the recipient of the Award, a
certificate or certificates registered in that person's name, representing the
number of shares of Common Stock that were granted. If applicable, each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction which was not registered under the
Act, and may only be sold or transferred in a transaction that is registered
under the Act or is exempt from the registration requirements of the Act.
IX. RIGHT TO CONTINUED ENGAGEMENT.
Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.
X. LAWS AND REGULATIONS.
1. The obligation of the Company to sell and deliver shares of Common Stock
on the grant of an Award under this Plan shall be subject to the condition that
counsel for the Company be satisfied that the sale and delivery thereof will not
violate the Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of the
Securities Exchange Act of 1934, as amended.
XI. TERMINATION OF THE PLAN.
The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.
XII. DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing the
granting of the Award and establishing the terms, if any, of participation.
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in the Registration Statement of
ITRONICS INC. on Form S-8 to be filed on or about August 28, 1998, with the
Securities and Exchange Commission the consolidated financial statements of
ITRONICS INC. and subsidiaries which expresses an unqualified opinion and
includes an explanatory paragraph relating to a going concern uncertainty
appearing in the Annual Report on Form lQ-KSB of ITRONICS INC. for the year
ended December 31, 1997.
/s/ KAFOURY, ARMSTRONG & CO.
Reno, Nevada August 27, 1998
c:/mintmire/itronics.doc
