<PAGE> 1
As filed with the Securities and Exchange Commission on July 21, 1997
No. 333-26561
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
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)
ELWOOD G. NORRIS
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)
--------------------
===============================================================================
<PAGE> 2
PART II
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
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 Kathleen Terry.*
4.4 Form of Fee Agreement with Peter Gorrie.*
4.5 Form of Fee Agreement with Thorpe, North and Western L.L.P.*
4.6 Form of Fee Agreement with James Barnes.*
4.7 Form of Fee Agreement with Carol Prior.*
4.8 Form of Fee Agreement with Lorne Austring.*
4.9 Form of Fee Agreement with Jim Lakdawala.*
4.10 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.
</TABLE>
- --------------------
* Previously filed.
<PAGE> 3
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 July 16, 1997.
NORRIS COMMUNICATIONS, INC.
By: /s/ ELWOOD G. NORRIS
---------------------
Elwood G. Norris
Chairman of the Board
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to 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 July 16, 1997
- ------------------------------- Executive Officer and Director
Elwood G. Norris
/s/ RENEE WARDEN Controller July 16, 1997
- ------------------------------- (principal financial and
Renee Warden accounting officer)
/s/ ALFRED H. FALK President and Director July 16, 1997
- -------------------------------
Alfred H. Falk
/s/ ROBERT PUTNAM Director July 16, 1997
- -------------------------------
Robert Putnam
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
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 Kathleen Terry.*
4.4 Form of Fee Agreement with Peter Gorrie.*
4.5 Form of Fee Agreement with Thorpe, North and Western L.L.P.*
4.6 Form of Fee Agreement with James Barnes.*
4.7 Form of Fee Agreement with Carol Prior.*
4.8 Form of Fee Agreement with Lorne Austring.*
4.9 Form of Fee Agreement with Jim Lakdawala.*
4.10 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.
</TABLE>
- --------------------
* Previously filed.
<PAGE> 1
EXHIBIT 4.10
HIGHAM, McCONNELL & DUNNING
28202 Cabot Road, Suite 450
Laguna Niguel, California 92677
Tel: 714/365-5515
Fax: 714/365-5522
July 15, 1997
Alfred H. Falk
President
Norris Communication, Inc.
12725 Stowe Drive
Poway, California 92064
Re: Amendment No. 3 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:
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.
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:tmb
Enclosure
The undersigned hereby agrees to the foregoing.
Dated: July 15, 1997
NORRIS COMMUNICATIONS, INC.
By: /s/ ALFRED H. FALK
-------------------------
Title: President
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Post
Effective Amendment No. 1 to Form S-8 (No. 333-26561)) pertaining to the
Consultants' Stock Bonus of Norris Communications, Inc. of our report dated
June 13, 1997, with respect to the consolidated financial statements of Norris
Communications, Inc. included in its Annual Report (Form 10-KSB) for the year
ended March 31, 1997 filed with the Securities and Exchange Commission.
Vancouver, Canada, ERNST & YOUNG
July 21, 1997. Chartered Accountants
