<PAGE> 1
As filed with the Securities and Exchange Commission on December 16, 1996
NO. 333-______________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
NORRIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
------------------
DELAWARE NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12725 STOWE DRIVE
POWAY, CALIFORNIA 92064
(Address of Principal Executive Office)(Zip Code)
CONSULTANTS' STOCK BONUS
(Full title of the plan)
R. GORDON ROOT
12725 STOWE DRIVE
POWAY, CALIFORNIA 92064
(Name and address of agent for service)
(619) 679-1504
(Telephone number, including area code, of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 460,000 $0.53 $243,800 $100.00
- --------------------------------------------------------------------------------------------------------------------
Total Fee $100.00
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(c). The average of the bid and
asked prices for the Common Stock on December 12, 1996, as reported by
NASDAQ, was $0.53.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of Norris Communications, Inc., a Delaware
corporation (the "Company") previously filed with the Commission are
incorporated herein by reference:
1. Annual Report on Form 10-KSB/A for the Company's fiscal year ended
March 31, 1996;
2. Quarterly Reports on Form 10-QSB for the fiscal quarter ended June
30, 1996;
3. Quarterly Reports on Form 10-QSB for the fiscal quarter ended
September 30, 1996;
4. Quarterly Reports on Form 10-QSB/A for the fiscal quarters ended
June 30, 1995, September 30, 1995 and December 31, 1995;
5. Current Reports on Form 8-K dated April 8, 1996, April 12, 1996 and
August 29, 1996, respectively; and
6. The description of the Company's Common Stock contained in the
Registration Statement on Form 10 filed with the Securities and Exchange
Commission on December 13, 1992 pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act"), together with all amendments or
reports filed for the purpose of updating such description.
All 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 offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 60,000,000
shares of Common Stock, $.001 per share par value and 5,000,000 shares of
Preferred Stock, $.001 per share par value. As of December 16, 1996, there
were 22,528,828 shares of Common Stock issued and outstanding. No shares of
Preferred Stock are outstanding.
3
<PAGE> 4
Common Stock
Holders of shares of Common Stock are entitled to one vote per share on
matters to be voted upon by the stockholders of the Company. Holders of
shares of Common Stock do not have cumulative voting rights; therefore, the
holder of more than 50% of the Common Stock will have the ability to elect all
of the Company's directors. Holders of shares of Common Stock will be
entitled to receive dividends when, as and if declared by the Board of
Directors and to share ratably in the assets of the Company legally available
for distribution to its stockholders in the event of the liquidation,
dissolution or winding up of the Company, in each case subject to the rights
of the holders of any shares of Preferred Stock issued by the Company.
Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights.
Delaware Anti-Takeover Law
The Company will be governed by the provisions of Section 203 of the
General Corporation Law of the State of Delaware, an anti-takeover law. In
general, the law prohibits a public Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in the prescribed
manner. "Business combination" includes merger, asset sales and other
transactions resulting in a financial benefit to the interested stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of the
corporation's voting stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities registered hereunder (the "Plan") has been
passed upon by Higham, McConnell & Dunning. Higham, McConnell & Dunning owns
56,974 shares of Common Stock and warrants to acquire 150,000 shares of Common
Stock, and will receive up to 200,000 of the shares of Common Stock registered
hereunder.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article TENTH of the Certificate of Incorporation of the Company provides:
"TENTH: The corporation shall, to the fullest extent legally
permissible under the provisions of the Delaware General Corporation Law,
as the same may be amended and supplemented, indemnify and hold harmless
any and all persons whom it shall have power to indemnify under said
provisions from and against any and all liabilities (including expenses)
imposed upon or reasonably incurred by him in connection with any action,
suit or other proceeding in which he may be involved or with which he may
be threatened, or other matters referred to in or covered by said
provisions both as to action in his 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 or officer of the corporation.
Such indemnification provided shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw,
Agreement or Resolution adopted by the shareholders entitled to vote
thereon after notice."
4
<PAGE> 5
The Company's Bylaws provide that an officer, director, employee or agent
of the Company is entitled to be indemnified for the expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him by
reason of any action, suit or proceeding brought against him by virtue of his
acting as such officer, director, employee or agent, provided he acted in good
faith or in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The Company has directors and officers liability insurance. The insurance
policy covers liability for claims made against directors and officers for
their wrongful acts involving errors, misstatements, misleading statements or
acts or omissions or neglect or breach of duty, while acting in their
individual or collective capacities for any matter claimed against them solely
by reason of their being directors or officers of the Company. The coverage
includes damages, judgment, settlements and costs of legal actions, claims or
proceedings and appeals therefrom but does not include fines or penalties
imposed by law for matters which may be deemed uninsurable under the law.
If Delaware law and California law are in conflict with regard to the
Company's power or obligation to indemnify, and the issue were to be contested
in the Delaware and/or California, the legal outcome is unpredictable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index appearing at sequentially numbered page 7.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(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, 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.
5
<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) 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 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 Securities Act and will be governed by the
final adjudication of such issue.
6
<PAGE> 7
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Form of Fee Agreement with Mark Drozda.
4.2 Form of Fee Agreement with Robert Oxford.
4.3 Form of Fee Agreement with Higham, McConnell & Dunning.
5.1 Opinion of Higham, McConnell & Dunning.
23.1 Consent of Higham, McConnell & Dunning (included in Exhibit 5.1).
23.2 Consent of Ernst & Young, Independent Chartered Accountants.
7
<PAGE> 8
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 Poway, State of California on December 13, 1996.
NORRIS COMMUNICATIONS, INC.
By: /s/ R. GORDON ROOT
------------------------------
R. Gordon Root,
President and Chief
Executive Officer
-----------------
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears below
hereby appoints R. Gordon Root and Kathleen E. Terry, and each of them, as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below and to file all amendments and post-effective amendments to this
Registration Statement as such attorney-in-fact may deem necessary or
appropriate.
-----------------
8
<PAGE> 9
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.
<TABLE>
<CAPTION>
NAME POSITION DATE
- ------------------------------ ----------------------------- -----------------
<S> <C> <C>
/s/ R. GORDON ROOT President and Chief Executive December 16, 1996
- ------------------------------ Officer and Director
R. Gordon Root
/s/ KATHLEEN E. TERRY Chief Financial Officer and December 16, 1996
- ------------------------------ (principal financial and
Kathleen E. Terry accounting officer)
/s/ ELWOOD G. NORRIS Director December 16, 1996
- ------------------------------
Elwood G. Norris
/s/ ROBERT PUTNAM Director December 16, 1996
- ------------------------------
Robert Putnam
/s/ JAMES D. MILLER Director December 16, 1996
- ------------------------------
James D. Miller
/s/ MICHAEL JOE Director December 16, 1996
- ------------------------------
Michael Joe
</TABLE>
9
<PAGE> 1
EXHIBIT 4.1
AGREEMENT
This Agreement is made and entered into this 1st day of July, 1996, by and
between Mark Drozda, with his office located at 5920 Beaumont Avenue, La Jolla,
California 92037, San Diego, CA 93130 hereinafter called "CONSULTANT", and
Norris Communications Corporation with offices located at 12725 Stowe Drive,
Poway, California 92064 and hereinafter called "CLIENT".
This agreement shall expire on May 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises made
herein, and for other valuable consideration, CONSULTANT and CLIENT agree as
follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and CLIENT
shall pay for the following work:
Various marketing and advertising services.
This agreement shall be part of any purchase order as may be issued by
CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts on the
following dates or at the following intervals (e.g. weekly):
Payment to be negotiated on a project by project basis with payment
terms of 30 days upon presentation of invoice by consultant.
Payments may be made by delivery of Common Stock, valued as of the
date of issuance.
3. SCHEDULES OF COMPLETION: The work shall be performed and completed
according to the following schedule:
Tasks and dates to be negotiated on a project by project basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all reasonable
expenses incurred while performing the work upon the submission of a
properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services herein as an
independent contractor and shall be in sole control of the manner in
which the work is performed. CLIENT shall provide CONSULTANT with a
work area and any information, documentation and cooperation necessary
to accomplish the aforementioned Tasks.
<PAGE> 2
6. FORCE MAJEURE: The parties shall be excused from performing under this
Agreement if prevented from doing so by acts of God or other unforeseen
events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a right or
remedy hereunder shall not be a waiver thereof. All rights and
remedies are cumulative and may be exercised separately.
8. ENTIRE AGREEMENT: The terms and conditions herein make up the entire
agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no
agreement to change the terms and conditions contained herein shall be
binding unless in writing, signed by a duly authorized representative
of each party. In the event that any one or more of the provisions of
this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable for any reason, the remainder of the
provisions shall remain in force. This provision shall survive the
termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed according to
the laws of the State of California. This provision shall survive the
termination of this Agreement.
IN WITNESS WHEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
Norris Communications Corp. /s/ MARK DROZDA
-----------------------------------
/s/ KATHLEEN E. TERRY, CFO
- ---------------------------------- -----------------------------------
(Title)
<PAGE> 1
EXHIBIT 4.2
AGREEMENT
This Agreement is made and entered into this 1st day of July, 1996, by and
between Robert Oxford, with his office located at 12555 High Bluff Drive, Suite
305, San Diego, CA 93130 hereinafter called "CONSULTANT", and Norris
Communications Corporation with offices located at 12725 Stowe Drive, Poway,
California 92064 and hereinafter called "CLIENT".
This agreement shall expire on May 31, 1997 unless extended by written
agreement of the parties.
NOW, THEREFORE, in consideration of the covenants and mutual promises made
herein, and for other valuable consideration, CONSULTANT and CLIENT agree as
follows:
1. WORK TO BE DONE BY CONSULTANT; CONSULTANT shall perform and CLIENT
shall pay for the following work:
Various marketing and advertising services.
This agreement shall be part of any purchase order as may be issued by
CLIENT.
2. PAYMENT: CLIENT shall pay to CONSULTANT the following amounts on the
following dates or at the following intervals (e.g. weekly):
Payment to be negotiated on a project by project basis with payment
terms of 30 days upon presentation of invoice by consultant. Payments
may be made by delivery of Common Stock, valued as of the date of
issuance.
3. SCHEDULES OF COMPLETION: The work shall be performed and completed
according to the following schedule:
Tasks and dates to be negotiated on a project by project basis.
4. EXPENSES: CLIENT shall reimburse CONSULTANT for all reasonable
expenses incurred while performing the work upon the submission of a
properly submitted invoice.
5. RELATIONSHIP OF PARTIES: CONSULTANT shall provide services herein as
an independent contractor and shall be in sole control of the manner in
which the work is performed. CLIENT shall provide CONSULTANT with a
work area and any information, documentation and cooperation necessary
to accomplish the aforementioned Tasks.
<PAGE> 2
6. FORCE MAJEURE: The parties shall be excused from performing under this
Agreement if prevented from doing so by acts of God or other unforeseen
events beyond the control of the parties.
7. WAIVER: Any delay or failure by either party to exercise a right or
remedy hereunder shall not be a waiver thereof. All rights and
remedies are cumulative and may be exercised separately.
8. ENTIRE AGREEMENT: The terms and conditions herein make up the entire
agreement between the parties and supersede any and all previous
agreements, written or oral, relating to the subject herein and no
agreement to change the terms and conditions contained herein shall be
binding unless in writing, signed by a duly authorized representative
of each party. In the event that any one or more of the provisions of
this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable for any reason, the remainder of the
provisions shall remain in force. This provision shall survive the
termination of this Agreement.
9. LAW: This Agreement is made under and shall be construed according to
the laws of the State of California. This provision shall survive the
termination of this Agreement.
IN WITNESS WHEREOF, the parties, or their duly authorized representatives, have
signed and executed this Agreement on the date first written above.
FOR CLIENT: FOR CONSULTANT:
Norris Communications Corp. /s/ ROBERT OXFORD
-------------------------------
/s/ KATHLEEN E. TERRY, CFO
- ------------------------------- -------------------------------
(Title)
<PAGE> 1
EXHIBIT 4.3
HIGHAM, MCCONNELL & DUNNING
28202 Cabot Road, Suite 450
Laguna Niguel, California 92677
Tel: 714/365-5515
Fax: 714/365-5522
December 11, 1996
R. Gordon Root
President
Norris Communications, Inc.
12725 Stowe Drive
Poway, California 92064
Re: Amendment No. 1 to Engagement Letter/Service Agreement
------------------------------------------------------
Dear Bob:
The Engagement Letter/Service Agreement entered into between the parties on
September 25, 1996 is hereby amended, as follows:
1. Higham, McConnell & Dunning hereby agrees to accept in payment of our
fees up to an additional $100,000 in common stock;
2. The Common Stock issued will be valued at the average closing bid
price for the thirty days prior to the date of issuance less twenty
percent.
Except as provided herein, all terms and provisions of our September 25,
1996 letter are in full force and effect, and have not been changed, amended or
modified.
Very truly yours,
HIGHAM, McCONNELL & DUNNING
/s/ CURT C. BARWICK
---------------------------
Curt C. Barwick
CCB:mhc
Enclosure
The undersigned hereby agrees to the foregoing.
Dated: December 11, 1996
NORRIS COMMUNICATIONS, INC.
By: /s/ KATHLEEN E. TERRY
---------------------------
Title: Chief Financial Officer
<PAGE> 1
EXHIBIT 5.1
(714) 365-5516
December 16, 1996
NORRIS COMMUNICATIONS, INC.
12725 Stowe Drive
Poway, California 92064
Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") filed by Norris Communications, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on
December 16, 1996 in connection with the registration under the Securities Act
of 1933, as amended, of 460,000 shares of Common Stock, $.001 par value per
share, of the Company (the "Shares") which the Company has agreed to issue
pursuant to the Company's Consultant Stock Bonus Plan (the "Plan").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization and issuance of the Shares pursuant to the Plan as set
forth in the Plan.
Based upon such examination and subject to compliance with applicable
state securities and "blue sky" laws, it is our opinion that the Shares, when
issued pursuant to the provisions of the Plan, will constitute legally issued
and outstanding shares of the Company's Common Stock, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ HIGHAM, McCONNELL & DUNNING
-------------------------------------
HIGHAM, McCONNELL & DUNNING
CCB:mhc
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporated by reference in the Registration Statement (Form
S-8) pertaining to the Consultants' Stock Bonus of Norris Communications, Inc.
of our report dated May 24, 1996 (except as to Note 16[b] which is as of June
7, 1996), with respect to the consolidated financial statements of Norris
Communications, Inc. (formerly Norris Communications Corp.) included in its
Annual Report (Form 10-KSB/A) for the year ended March 31, 1996 filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG
------------------------------
Chartered Accountants
Vancouver, Canada,
December 13, 1996
