As filed with the Securities and Exchange Commission on
September 4, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLYMPUS VENTURES, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1552419
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
749 West 17th Street, Hialeah, Florida 33013
(Address of Principal Executive Offices) (Zip Code)
1996 EMPLOYEE STOCK BENEFIT PLAN
(Full title of the plan)
Bryan Morley, 749 West 17th Street, Hialeah, Florida 33013
(Name and address of agent for service)
(305) 885-4464
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE FEE
Common 1,500,000 $0.52 $780,000.00 $269.00
Stock
($0.001
par value)
(1) Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) of the Securities Act
of 1933, as amended, based on the average bid and asked price of the
registrant's common stock as of a date (August 30, 1996) within five business
days prior to the date of filing this registration statement.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not Applicable.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the informational and reporting requirements
of Sections 13 and 15(d) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, which are on file with the Commission, are incorporated in
this Registration Statement by reference:
(a) The Registrant's latest annual report on Form 10-K for the fiscal year
ended June 30, 1995.
(b) All other reports filed by the Registrant with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended June 30, 1995.
(c) The description of the Common Stock provided in the Registration
Statement filed by the Registrant on Form S-1 under the Securities Act of 1933,
as amended, and declared effective March 17, 1992, including any amendment or
report filed for the purpose of updating such description.
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, all reports and other
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Washington Business Corporation Act provides both mandatory and
permissive indemnification of directors and officers from liabilities arising in
any legal proceeding to which the director or officer is a party because of
being a director or officer of the corporation. Unless limited by the articles
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of incorporation, indemnification is mandatory with respect to any director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any applicable proceeding. Indemnification, including the advancement of legal
fees and expenses, is permissive in certain circumstances with respect to a
director or officer made a party to a proceeding if the individual acted in good
faith and reasonably believed that the conduct in issue was in the corporation's
best interest, and in the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful.
As permitted by the Washington Business Corporation Act, the Articles of
Incorporation and By-laws of the Registrant permit the Registrant to indemnify
to the fullest extent permitted by the Washington Business Corporation Act, any
and all persons whom it shall have power to indemnify under said laws from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said laws, and the indemnification provided for therein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any law, by-law, agreement, vote of shareholders or disinterested
Directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a Director, Officer or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a person. The
Registrant may purchase indemnity insurance.
The foregoing discussion of indemnification merely summarizes certain
aspects of the indemnification provisions of the Washington Business
Corporations Act and the Articles of Incorporation and By-Laws of the
Registrant, and is limited by reference to Sections 23B.08.320 et. seq. of the
Washington Business Corporation Act and Section 9 of Registrant's By-laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are being re-offered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
3.1(*) Articles of Incorporation and Bylaws of Registrant
4 1996 Employee Stock Benefit Plan
5 Opinion of Counsel with respect to the legality of
issuance of securities being registered
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23.1 Consent of Independent Auditor
23.2 Consent of Counsel (included in Opinion of Counsel
in Exhibit 5 hereto)
24 Power of Attorney (included on signature page of
this Registration Statement)
* Previously filed with the Commission as an Exhibit to the Registration
Statement on Form S-1, as amended, File No. 33-42070, originally filed with the
Commission on August 8, 1991.
ITEM 9. UNDERTAKINGS.
(a) The 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 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.
(b) The undersigned Registrant hereby undertakes 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 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.
(c) Insofar as indemnification for liabilities arising 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
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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.
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 Hialeah, Florida, this 4th day of September 1996.
OLYMPUS VENTURES, INC.
By: /s/ BRYAN L. MORLEY
Name: Bryan L. Morley
Title: President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Bryan L. Morley his true and lawful attorney-in-fact and agent, with full power
of substitution, to sign on his behalf, individually and in each capacity stated
below, all amendments and post-effective amendments to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and any
other documents in connection therewith, with the Commission under the
Securities Act, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as each might or could do in person, hereby ratifying and confirmeing each act
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue thereof.
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.
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SIGNATURE TITLE DATE
/s/ BRYAN L. MORLEY Director September 4, 1996
Bryan L. Morley
/s/ GARY R. MORGAN Director September 4, 1996
Gary R. Morgan
/s/ ROLAND BRETON Director September 4, 1996
Roland Breton
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EXHIBIT 4
OLYMPUS VENTURES, INC.
-- a Washington corporation --
1996 EMPLOYEE STOCK BENEFIT PLAN
PURPOSE. This Employee Stock Benefit Plan (the "Plan"), is designated to provide
for awards of the common stock of Olympus Ventures, Inc. to selected
employees who, individually or as members of a group, contribute in a
substantial degree to the success of the Company, thus affording them a
means of participating in that success and an incentive to contribute
to that further success.
DEFINITIONS The following works and phrases as used herein shall have the
meaning set forth below:
"Company"shall mean Olympus Ventures, Inc., a Washington corporation, and any
subsidiary of Olympus Ventures, Inc.
"Common Stock" shall mean one share of the common stock, $0.0001 par value, of
Olympus Ventures, Inc., a Washington corporation.
"Board" shall mean the Board of Directors of the Company.
"Employee" shall mean any employee, officer, director, consultant or adviser of
the Company, provided that bona fide services shall be rendered by any
such consultant or advisor and such services are not in connection with
the offer or sale of securities in a capital-raising transaction.
ADMINISTRATION. The Plan shall be administered by the Board. The Board may
establish a committee of the Board consisting of one or more of its
members to administer the Plan and such committee may establish such
rules and regulations as necessary for proper administration of the
Plan and make such determinations and take such action in connection
with or in relation to the Plan as necessary to carry out the Plan's
purpose.
ELIGIBILITY. The individuals eligible to receive awards under the
Plan shall be such Employees as the Board or its committee
shall from time to time determine.
SOURCE OF AWARDS. The Board shall designate 1,500,000 shares of
Common Stock for awards pursuant to this Plan.
AWARDS. The Board or its committee shall determine the awards to be made from
time to time to the Employees. The Board or its committee shall take
into Consideration the recommendations of management in making its
determinations.
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PAYMENT OF AWARDS. The number of shares of Common Stock of each award shall be
delivered to the Employee as soon as practicable after the award is
granted.
FINALITY OF DETERMINATIONS. Each determination made by the Board
or its committee shall be final and shall be binding and
conclusive for all purposes and upon all persons and the
Board.
LIMITATION. No Employee of the Company shall have any rights (legal, equitable,
or otherwise) to be granted an award under the Plan, nor shall the
existence of the Plan give any Employee any rights to be retained after
the employ of the Company, pursuant to the plan.
AMENDMENT OR TERMINATION. The Board of Directors of the Company
may discontinue the Plan at any time and may from time to time
amend the terms of the Plan.
TERM OF THE PLAN. Awards under this Plan shall be for recognition of
services performed during the one year period from September 1996
through and including August 1997.
DATED this 4th day of September 1996.
/s/ BRYAN L. MORLEY
Name: Bryan L. Morley
Title: President/Director
/s/ GARY R. MORGAN
Name: Gary R. Morgan
Title: Director
/s/ ROLAND BRETON
Name: Roland Breton
Title: Director
ATTEST:
/s/ CARIDAD MONIER
Name: Caridad Monier
Title: Secretary
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EXHIBIT 5
THE OFFICES OF LAWRENCE R. MOON, ESQ.
1845 South Dobson Road, Suite 209
Mesa, Arizona 85202
Telephone: (602) 820-0177
Facsimile: (602) 820-0495
- -----------------------------------------------------
September 4, 1996
The Board of Directors of Olympus Ventures, Inc.
749 West 17th Street
Hialeah, Florida 33013
Gentlemen:
You have requested my opinion ("Opinion") with respect to the shares of common
stock ("Common Stock") of Olympus Ventures, Inc. (the "Company") to be included
in the registration statement on Form S-8 to be filed by you with the Securities
and Exchange Commission on September 4, 1996, in connection with the
registration under the Securities Act of 1933, as amended, of 1,500,000 shares
of Common Stock, $0.00001 par value, to be issued by the Company pursuant to the
Company's 1996 Employee Stock Benefit Plan ("Stock Benefit Plan").
As special counsel to the Company and in connection with rendering this Opinion,
I have examined the original or copies of such records of the Company and such
other documents as deemed relevant and necessary for the Opinion expressed
herein, including without limitation, the Company's Articles of Incorporation
and By-laws, as amended; and the documents pertaining to the establishment of
the Stock Benefit Plan. In this examination, I have assumed the genuineness of
all signatures on original documents and the conformity to original documents of
all copies submitted as conformed copies. As to various questions of fact
material to this Opinion, I have relied upon statements or certificates of
officials and representatives of the Company. Nothing came to my attention
during the course of my investigation that would lead me to doubt any of these
assumptions.
Based upon and subject to the foregoing, it is my opinion that the 1,500,000
shares of Common Stock that may be issued by you pursuant to the Stock Benefit
Plan, when issued in the manner provided in the Stock Benefit Plan, will be
validly issued, fully paid and non-assessable.
The undersigned consents to the filing of this Opinion as an exhibit to the
Registration Statement and further consents to all references to him in the
Registration Statement and any amendments thereto. In providing this consent,
the undersigned is not admitting that he is within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as
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amended, or the rules and regulations promulgated by the Commission
thereunder.
Sincerely,
/s/ LAWRENCE R. MOON
Lawrence R. Moon
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EXHIBIT 23.1
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Olympus Ventures, Inc.
We consent to the use of our report dated October 11, 1994 on the financial
statement of OLYMPUS VENTURES, INC. as of June 30, 1994 and the inclusion of our
name in this Registration Statement on Form S-8.
/s/ THOMAS R. WHELAN
Thomas R. Whelan, CPA
1544 Bedford Street
Stamford, CT 06905
September 20, 1995
