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As filed with the Securities and Exchange Commission on April 2, 1997
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 Identification No.)
incorporation or organization)
12725 STOWE DRIVE
POWAY, CALIFORNIA 92064
(Address of Principal Executive Office)(Zip Code)
CONSULTANTS' STOCK BONUS
(Full title of the plan)
ELWOOD G. NORRIS, CHAIRMAN
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>
============================================================================================================================
TITLE OF SECURITIES TO PROPOSED MAXIMUM PROPOSED MAXIMUM
BE REGISTERED AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
============================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value 400,000 $0.50 $200,000 $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 March 27, 1997, as reported
by NASDAQ, was $0.50.
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INFORMATION INCORPORATED BY REFERENCE
The contents of registrant's Registration Statement on Form S-8
(Registration No. 333-13779), filed with the Securities and Exchange Commission
on October 9, 1996, are incorporated by reference in this Registration
Statement pursuant to General Instruction E.
2
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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 March 27, 1997.
NORRIS COMMUNICATIONS, INC.
By: /s/ ELWOOD G. NORRIS
---------------------------------------
Elwood G. Norris, Chairman of the Board
-----------------
POWER OF ATTORNEY
Each person whose signature to this Registration Statement appears
below hereby appoints Elwood G. Norris, Robert Putnam and Alfred H. Falk, 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 deemed
necessary or appropriate.
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/ ELWOOD G. NORRIS
- ------------------------------- Chairman of the Board, Chief March 27, 1997
Elwood G. Norris Executive Officer and Director
(principal executive officer)
/s/ ALFRED H. FALK
- ------------------------------- President and Director March 27, 1997
Alfred H. Falk
/s/ RENEE WARDEN
- ------------------------------- Chief Accounting Officer March 27, 1997
Renee Warden (principal financial and accounting officer)
/s/ ROBERT PUTNAM
- ------------------------------- Vice President and Director March 27, 1997
Robert Putnam
/s/ MICHAEL W. JOE
- ------------------------------- Director March 27, 1997
Michael W. Joe
</TABLE>
3
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Form of 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.
<PAGE> 1
EXHIBIT 4.1
HIGHAM, McCONNELL & DUNNING
28202 Cabot Road, Suite 450
Laguna Niguel, California 92677
Tel: 714/365-5515
Fax: 714/365-5522
March 27, 1997
Alfred H. Falk
President
Norris Communications, Inc.
12725 Stowe Drive
Poway, California 92064
Re: Amendment No. 2 to Engagement Letter/Service Agreement
Dear Fred:
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 as incurred, from time to time, up to an additional 400,000 shares
of Common Stock.
2. The Common Stock issued will be valued at the average bid price
for the ten days prior to the date of issuance less thirty 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:jcb
Enclosure
The undersigned hereby agrees to the foregoing.
Dated: March 27, 1997
NORRIS COMMUNICATIONS, INC.
By: /s/ Alfred H. Falk
-------------------------
Title: President
-------------------------
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EXHIBIT 5.1
April 2, 1997
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
April 1, 1997 in connection with the registration under the Securities Act of
1933, as amended, of 400,000 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:jcb
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CONSENT OF
INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation 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.
Vancouver, Canada, /s/Ernst & Young
April 1, 1997 Chartered Accountants
EXHIBIT 23.2
