SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
ISO BLOCK PRODUCTS USA, INC.
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(Exact name of Registrant as specified in charter)
COLORADO 84-1206503
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
Egin Bresnig, Pres.
8037 S. Datura Street 8037 S. Datura Street
Littleton, Colorado 80120 Littleton, Colorado 80120
(303) 795-9729 (303) 795-9729
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(Address and telephone number of (Name, address and telephone
Registrant's Principal Executive Offices) number of agent for service)
STOCK PURCHASE OPTION FOR EGIN BRESNIG
STOCK PURCHASE OPTION FOR DEAN WICKER
STOCK PURCHASE OPTION FOR JOHN D. BRASHER JR.
(Full Title of the Plan)
Copies of all communications to:
John D. Brasher Jr., Esq.
Brasher & Company
90 Madison Street, Suite 707
Denver, Colorado 80206
(303) 355-3000
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered Registered share (1) price (1) Registration Fee (1)
---------- ---------- --------- --------- --------------------
<S> <C> <C> <C> <C>
Common stock,
no par value 1,500,000 $ 0.91 $ 1,365,000.00 $ 379.47
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for purpose of calculating the
amount of the registration fee, based upon the average of the bid and ask
prices reported on July 11, 2000, as reported on the OTC Bulletin Board.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement of ISO BLOCK PRODUCTS USA, INC. ("ISO") and in the related Section
10(a) prospectus:
(a) ISO's Annual Report on Form 10-KSB for the fiscal year ended March 31,
2000.
(b) Part I, Item 8 (Description of Securities) contained in ISO's
registration statement on Form 8-A, SEC file No. 0-25810.
In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 into this registration statement 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.
The validity of the securities that may be offered will be passed upon for
ISO by Brasher & Company, Attorneys at Law, 90 Madison Street, Suite 707,
Denver, Colorado 80206. Mr. John D. Brasher Jr., proprietor of that firm and who
has provided advice with respect to this matter, indirectly owns an aggregate of
165,000 shares of ISO common stock and holds options to purchase an additional
500,000 shares of ISO common stock.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article SEVENTH of ISO's Certificate of Incorporation authorizes ISO to
indemnify any current or former director, officer, employee, or agent of ISO, or
a person serving in a similar post in another organization at the request of
ISO, against expenses, judgments, fines, and amounts paid in settlement incurred
by him in connection with any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, to the
fullest extent not prohibited by the Colorado Business Corporation Act, public
policy or other applicable law. Sections 7-109-103 and 7-109-107 of the Colorado
Business Corporation Act authorize a corporation to indemnify its directors,
officers, employees, or agents in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
provisions permitting advances for expenses incurred) arising under the 1933
Act.
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<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 4.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales are being made, a
post-effective amendment to this registration statement 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.
(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.
(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 initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities 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 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.
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<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 Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Denver, Colorado, on the date below.
DATED: July 11, 2000 ISO BLOCK PRODUCTS USA, INC.
By: /s/ Egin Bresnig
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Egin Bresnig, Chief Executive Officer
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 respectively indicated.
/s/ Egin Bresnig Director, Chairman, President, Chief July 11, 2000
---------------- Executive Officer
Egin Bresnig
/s/ Dean Wicker Director, Chief Financial Officer July 11, 2000
---------------
Dean Wicker
/s/ Karin Kuhbander Director July 11, 2000
-------------------
Karin Kuhbander
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
5.1 Opinion of Counsel regarding legality
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
99.1 Bresnig Stock Option
99.2 Wicker Stock Option
99.3 Brasher Stock Option
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