SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/A
(Originally filed September 21, 1995)
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CLAIRE TECHNOLOGIES, INC.
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(formerly Demure, Inc.)
(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0467224
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
7373 North Scottsdale Road, Suite B150
Scottsdale, AZ 85253
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(Address of Principal Offices)
Directors, Officers and Employees Stock Options
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(Full Title of the Plan)
Professional Assistants, Ltd.
311 S. Roop Street
Carson City, Nevada 89701
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(702) 883-1646
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Unit/Share Price1 Fee(1)
- -------------------- ---------------- ----------------------- ------------------- -------------
<S> <C> <C> <C> <C>
$0.001 par value 1,500,000 $ 0.75 $ 1,125,000 N/A
Class A Common Stock
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</TABLE>
(1) Fees paid at time of original filing.
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PART II
Information Required in the Registration Statement
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into
this Registration Statement and made a part hereof, to wit:
(a) The Registrant's latest annual report for the calendar year ending
December 31, 1994;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of
such calendar year and during the preceding twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference into this Registration Statement and made
a part hereof from the date of the filing of such documents.
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Item 4. Description of Securities.
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The Registrant is authorized to issue only one class of
securities, that being comprised of $0.001 par value Class A common stock.
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Common Stock
The holders of the $0.001 par value common stock of the
Registrant have traditional rights as to voting, dividends and liquidation. All
shares of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is not
subject to redemption and carries no subscription or conversion rights. In the
event of liquidation of the Registrant, the holders of common stock are entitled
to share equally in corporate assets after satisfaction of all liabilities.
Copies of the Articles of Incorporation and Bylaws, as well as a specimen
certificate setting forth the rights of holders of common stock, were filed as
Exhibits to a Registration Statement filed by the Registrant on Form S-1, SEC
File No. 33-55254-33, and, together with the description of securities contained
in the Prospectus, are incorporated herein by reference.
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Item 5. Interest of Named Experts and Counsel.
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None; not applicable.
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Item 6. Indemnification of Directors and Officers.
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Pursuant to Section 78.751 of the Nevada Business Corporation
Act, corporations are authorized to indemnify a director, officer, employee or
agent in actions by or in the right of the corporation to procure a judgment in
its favor against expenses, including amounts paid in settlement and attorney's
fees, actually and reasonably incurred by such person in connection with the
defense or settlement of such actions if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim or
matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for said amounts paid in settlement to the corporation, unless a
court of competent jurisdiction determines upon application, that the person is,
nonetheless, fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.
Corporations are also authorized to indemnify a director,
officer, employee or agent in actions other than by or in the right of the
corporation against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by such person if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
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<PAGE>
respect to criminal suits, had no reasonable cause to believe that the conduct
was unlawful. The termination of the suit by judgment, settlement, conviction or
upon a plea of nolo contendere shall not, of itself, create a presumption that
the person did not act in accordance with the foregoing standards of conduct.
Regardless of whether the corporation has the power to
indemnify a director or officer under Section 78.751, Section 78.752 allows the
corporation to purchase and maintain insurance on his behalf against liability
resulting from his corporate role.
It is the position of the Securities and Exchange Commission
(the "Commission") that indemnification against liabilities for violations under
the federal securities laws, rules and regulations is against public policy. See
subparagraph (h) of Item 9 below.
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Item 7. Exemption from Registration Claimed.
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None; not applicable.
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Item 8. Exhibits.
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Exhibit Page
Number Number
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5.1 Opinion concerning legality 7
23.1 Consent of counsel (See Exhibit 5.1) 7
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Item 9. Undertakings.
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The undersigned Registrant hereby undertakes:
(a) (1) That, for the purpose of determining any
liability under the 1933 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.
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<PAGE>
(2) 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 (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.
(h) 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 even 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.
THIS SPACE INTENTIONALLY LEFT BLANK
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SIGNATURES
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Pursuant to the requirements of the 1933 Act, 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 Scottsdale, Arizona, on May 31, 1996.
REGISTRANT:
By: /s/ Jan Wallace
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JAN WALLACE
Pursuant to the requirements of the 1933 Act, this
Registration Statement has been signed by the following persons (who constitute
a majority of the members of the Board of Directors of the Registrant) in the
capacities and on the date indicated.
Date: 5-31-96 By: /s/ Craig Hurst, Director
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CRAIG HURST, DIRECTOR
Date: 5-31-96 By: /s/ Logan Anderson, Director
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LOGAN ANDERSON, DIRECTOR
Date: 5-31-96 By: /s/ Jan Wallace, Director
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JAN WALLACE, DIRECTOR
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CLAIRE TECHNOLOGIES, INC.
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