As filed with the Securities and Exchange Commission on June 3, 1996
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFINITE MACHINES CORP.
(Exact name of issuer as specified in charter)
Delaware 923 Incline Way 52-1490422
(State or other jurisdiction Suite #9, P.O. Box 8219, (I.R.S. Employer
of incorporation or Incline Village, Nevada 89452 Identification
organization) (Address, including zip code Number)
of principal executive office)
1991 Stock Option Plan
(Full title of the plan)
Kenneth S. Rose, Esquire
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10178
(212) 838-5030
(Name, address, including, zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Maximum Proposed
Securities Amount Offering Maximum Amount of
to be to be Price Aggregate Registration
Registered Registered(2) Per Share Offering Price Fee(1)
- --------------------------------------------------------------------------------
Common Stock, 250,000 $3.50 $348,845.58 $120.29
par value $.001
per share
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(1) The fee is computed in accordance with Rule 457(h) based upon the price at
which all options under the Plan are exercisable, or to the extent not
known, based upon the high and low sales prices on May 30, 1996 in
accordance with Rule 457(c).
(2) Pursuant to Rule 416(a) there are also registered hereunder such
indeterminate number of additional shares of Common Stock as may be issued
pursuant to the anti-dilution provisions applicable to options granted
under the 1991 Stock Option Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the 1991 Stock
Option Plan of Infinite Machines Corp. (the "Plan") required by Item 1 of this
Form and the statement of availability of Registrant information, Plans
information and other information required by Item 2 of this Form will be sent
or given to participants as specified by Rule 428. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission ("SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. The Registrant shall maintain a file of such documents in accordance
with the provisions of Rule 428. Upon request, the Registrant shall furnish to
the SEC or its staff a copy or copies of all of the documents included in such
file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which Infinite Machines Corp. (the "Company") has
filed with the SEC pursuant to either the Securities Act of 1933, as amended
(the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-KSB, as amended on Form
10-KSB/A for the fiscal year ended December 31, 1995.
(b) The Company's Quarterly Report on From 10-QSB for the period
ended March 31, 1996.
(c) The Company's definitive Proxy Statement as filed with the SEC.
(d) The description of the common stock, par value $.001 per share,
of the Company (the "Common Stock") contained in the Prospectus,
which has previously also been incorporated in the Company's
Registration Statement on Form S-1 (Filed with the Commission on
September 14, 1993).
All documents filed by the Company with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which reregisters all securities then remaining unsold, shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part to this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
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Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the Common Stock offered pursuant
to the Plan are being passed upon for the Company by Morse, Zelnick, Rose &
Lander, LLP.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 145 of the Delaware General
Corporation Law (the "GCL") grants to a corporation broad powers to indemnify
its directors, officers, employees and agents and to insure such persons and
itself from liabilities arising out of any such indemnification. The Company's
Certificate of Incorporation provides for indemnification of its directors,
officers, employees and agents to the fullest extent permissible from
time-to-time under the laws of the State of Delaware including, but not limited
to that permitted pursuant to Section 145 of the GCL.
Insofar as indemnification for liability arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company pursuant to statute, the Company's by-laws, or
otherwise, the Company has been informed 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.
No. 4A Certificate of Incorporation of the Company, as amended.(1)
No. 4B Amended and Restated By-Laws of the Company. (1)
No. 5A Opinion of Morse, Zelnick, Rose & Lander, LLP as to legality of
securities being registered.*
No. 23A Consent of Freed, Maxick, Sachs & Murphy, P.C., independent public
accountants.*
No. 23B Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5A).
- ------------------------
(1) Previously filed as an Exhibit to the Company's Registration Statement on
Form S-1 (File No. 33-61856). This Exhibit is incorporated herein by
reference.
* Filed herewith.
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;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to
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such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this 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 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.
(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 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Incline Village and State
of Nevada on the 31st day of May, 1996.
INFINITE MACHINES CORP.
By:/s/ Carle C. Conway
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Carle C. Conway, Chief Executive Officer
POWER OF ATTORNEY
We the undersigned officers and directors of Infinite Machines Corp. hereby
generally constitute and appoint Carle C. Conway and Kenneth S. Rose and each of
them with full power to each of them to act alone our true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities, to sign any
Registration Statement and all documents or amendments relating thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as full to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
Signature Title Date
--------- ----- ----
/s/Carle C. Conway Director, Chairman May 31, 1996
- ----------------------------- of the Board
Carle C. Conway
/s/Clifford J. Brockmyre Director, President May 31, 1996
- ----------------------------- Chief Operating Officer
Clifford J. Brockmyre
/s/Daniel Landi Chief Financial Officer, May 31, 1996
- ----------------------------- Secretary and Treasurer
Daniel Landi
/s/Robert J. Sherwood Director May 31, 1996
- -----------------------------
Robert J. Sherwood
/s/James Rowe Director May 31, 1996
- -----------------------------
James Rowe
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EXHIBIT 5A
MORSE, ZELNICK, ROSE & LANDER
A LIMITED LIABILITY PARTNERSHIP
450 PARK AVENUE
NEW YORK, NEW YORK 10022-2605
212 838 1177
FAX 212 838 9190
May 31, 1996
Infinite Machines Corp.
Post Office Box 8219
923 Incline Way #9
Incline Village, Nevada 89452
Dear Sirs:
We have acted as counsel to Infinite Machines Corp., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), to
register the offering by the Company of 250,000 shares of Common Stock, par
value $.001 per share (the "Common Stock"), of the Company, which may be issued
from time to time by the Company pursuant to the exercise of stock options
granted under the Company's 1991 Stock Option Plan (the "Plan").
In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended, the Plan, resolutions adopted by the Company's Board of
Directors, resolutions adopted by the Company's Shareholders, the Registration
Statement, the other exhibits to the Registration Statement and such other
records, documents, statutes and decisions as we have deemed relevant in
rendering this opinion. Based upon the foregoing we are of the opinion that:
All of the options issued pursuant to the Plan have been duly and validly
granted, none of the options that have been granted under the Plan have been
exercised and the Common Stock issuable on the exercise of options has been duly
and validly authorized for issuance, and when issued in accordance with the Plan
will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5A to the
Registration Statement.
Very truly yours,
/s/ Morse, Zelnick, Rose & Lander, LLP
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Morse, Zelnick, Rose & Lander, LLP
EXHIBIT 23A
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated March 8, 1996, which appears in the
annual report on Form 10-KSB of Infinite Machines Corp. for the year ended
December 31, 1995.
/s/ FREED, MAXICK, SACHS & MURPHY, PC
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FREED, MAXICK, SACHS & MURPHY, PC
June 3, 1996
Buffalo, New York
