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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOLMES MICROSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation or organization)
91-1939829
(I.R.S. Employer Identification No.)
57 WEST 200 SOUTH, SUITE 310, SALT LAKE CITY, UT 84101
(Address of principal executive offices, including zip code)
HOLMES MICROSYSTEMS, INC. 2000 STOCK OPTION/STOCK ISSUANCE PLAN
(Full title of the plan)
KIP EARDLEY, PRESIDENT
5814 SOUTH 900 EAST, SALT LAKE CITY, UT 84117
(Name, address, including zip code, of agent for service)
(801) 269-9500
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered (1) Registered Share Price Fee
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $1.25(2) $2,500,000
$660
$.001 par value
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(1)The number of shares of common stock, $.001 par value (the "Common
Stock"), stated above consists of the aggregate number of shares which may
be sold upon the exercise of options which may hereafter be granted under
the Holmes Microsystems, Inc. 2000 Stock Option/Stock Issuance Plan
(the "Plan"). The maximum number of shares which may be sold upon the
exercise of such options granted under the plan is subject to adjustment in
accordance with certain anti-dilution and other provisions of the Plan.
Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement covers, in
addition to the number of shares stated above, an indeterminable number of
shares which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.
(2)This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457 under the
Securities Act and is calculated on the basis of the average of the bid and
asked price of the Common Stock as of December 11, 2000.
PART I
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission (the "Commission"),
the information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock of Holmes
Microsystems, Inc. (the "Company") pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are
hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the year ended
January 31, 2000.
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since the end of the fiscal year ended January 31,
2000.
3. The description of the Common Stock contained in Item 5 of the
Company's current report on Form 8-K dated December 15, 2000, and filed on
December 18, 2000, including any amendment or report filed for the purpose
of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all
securities covered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Articles 2.02(16) and 2.02-1 of the Texas Business Corporation Act
expressly authorize a Texas corporation to indemnify its officers,
directors, employees, and agents against claims or liabilities arising out
of such persons' conduct as officers, directors, employees, or agents for
the corporation if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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. The following exhibits are attached to this
Registration Statement:
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Exhibit No. Description of Exhibit Location
<S> <C> <C>
4.1
2000 Stock Option/Stock Issuance Plan Attached
4.2
Form of certificate representing Common Stock *
4.3
Articles of Incorporation, as amended *
4.4
Current Bylaws *
5.1
Opinion of Ronald N. Vance, including consent
of Mr. Vance, with respect to the legality of the
issuance of securities being issued Attached
23.1
Consent of independent certified
public accountants Attached
23.2
Consent of counsel (included in Exhibit 5.1)
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*Filed as an exhibit to the annual report of the Registrant on Form 10-
KSB for the year ended dated January 31, 1997, filed with the Commission on
June 8, 1999 (SEC File No. 000-18257), and incorporated herein by
reference.
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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 to include
any material information with respect to the plan of distribution.
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
being offered, and the offering of the securities at that time to be the
initial bona fide offering.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Salt Lake City, State of Utah, on the 15 day
of December 2000.
Holmes Microsystems, Inc.
By /s/ Kip Eardley
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Kip Eardley, President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
Signature Title Date
/s/ Kip Eardley Director, Principal December 15, 2000
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Kip Eardley Accounting Officer,
and Principal Financial
Officer
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