ISO BLOCK PRODUCTS USA INC
S-8, 2000-03-29
STRUCTURAL CLAY PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933


                          ISO BLOCK PRODUCTS USA, INC.
- --------------------------------------------------------------------------------
               (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
- --------------------------------------------------------------------------------
  (Address and telephone number of                  (Name, address and telephone
Registrant's Principal Executive Offices)           number of agent for service)

                       1993 COMPENSATORY STOCK OPTION PLAN
                            (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 (1)        share (2)           price (2)        Registration Fee (2)
    ----------        --------------        ---------           ---------        --------------------
<S>                     <C>                  <C>               <C>                    <C>
Common stock,
 no par value           1,000,000            $ 0.719           $ 719,000.00           $ 199.88
</TABLE>

(1)  Includes an indeterminate number of additional shares that may be issued
     pursuant to the above employee benefit plan as a result of any future stock
     split, stock dividend or similar adjustment.

(2)  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 March 27, 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 year ended March 31, 1999.
     (b)  ISO's Quarterly Report on Form 10-QSB for the quarter ended June 30,
          1999.
     (c)  ISO's Quarterly Report on Form 10-QSB for the quarter ended September
          30, 1999.
     (d)  ISO's Quarterly Report on Form 10-QSB for the quarter ended December
          31, 1999.
     (e)  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 under the ISO 1993
Compensatory Stock Option Plan (the "Plan") 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 has been issued options to purchase a
aggregate of 350,000 shares of common stock under the Plan.


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.

                                       2
<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.

                                       3
<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:  March 27, 2000                     ISO BLOCK PRODUCTS USA, INC.


                                           By /s/ Egin Bresnig
                                           -------------------
                                           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     March 27, 2000
- -----------------        Executive Officer, Chief Financial
Egin Bresnig             Officer (principal executive officer)



/s/ Dean Wicker          Director, Vice President-Finance         March 27, 2000
- ---------------
Dean Wicker


/s/ Karin Kuhbander      Director                                 March 27, 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          1993 Compensatory Stock Option Plan (incorporated by reference to
               Exhibit 10.1 to report on Form 8-K dated February 10, 1994.


                                       4



                        [LETTERHEAD OF BRASHER & COMPANY]

Exhibit 5.1
                                 March 27, 2000

Iso Block Products USA, Inc.
8037 S. Datura Street
Littleton, Colorado 80120

     Re: Iso Block Products USA, Inc.
         1993 Compensatory Stock Option Plan

Ladies and Gentlemen:

     We have acted as counsel to Iso Block Products USA, Inc. ("ISO") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of ISO's common stock, no par value (the "Shares"), which may
be issued in connection with the above-referenced plan (the "Plan"). In
connection with that registration, we have reviewed the proceedings of the Board
of Directors of ISO relating to the registration and proposed issuance of the
common stock, the Articles of Incorporation of ISO and all amendments thereto,
the Bylaws of ISO and all amendments thereto, and such other documents and
matters as we have deemed necessary to the rendering of the following opinion.

     Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the Colorado Business Corporation Act.

     We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.

     We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.

                                              Very truly yours,

                                              BRASHER & COMPANY


                                              By /s/ John D. Brasher Jr.
                                              --------------------------
                                              John D. Brasher Jr.




                          [accounting firm letterhead]

Exhibit 23.1




                        INDEPENDENT ACCOUNTANTS' CONSENT




     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of ISO BLOCK PRODUCTS USA, INC., and any amendments
thereto, and in any related Prospectus, of our auditor's report dated July 12,
1999 accompanying the financial statements of ISO BLOCK PRODUCTS USA, INC.
included in their annual report on Form 10-KSB.



                                              /s/ Larry O'Donnell
                                              -------------------
                                              Larry O'Donnell

Aurora, Colorado
March 27, 2000




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