Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
NATIONAL HEALTH & SAFETY CORPORATION
(Exact name of issuer as specified in its charter)
Utah 87-0505222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
730 Louis Drive, Warminster, Pennsylvania 18974
(Address of Principal Executive Offices) (Zip Code)
Thomas Coccio Amended Memorandum of Agreement
Originally Dated June 13, 1997
(Full title of the plan)
R. Dennis Bowers
730 Louis Drive
Warminster, Pennsylvania 18974
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities be Price Offering Registration
to be Registered Registered Per Share Price Fee (1)
Common Stock, Par 300,000 $ 0.15 per $ 45,000 $ 13.64
value $.001 Shares Share
TOTAL FEE $ 13.64
(1) Based upon 300,000 shares of common stock granted under the plan covered
by this Registration Statement. The fee with respect to these share has
been calculated pursuant to Rule 457(h) and 457(c) under the Securities
Act of 1933, as amended, and based upon the average of the bid and ask
prices per share of the Issuer's common stock on a date within five (5)
days prior to the date of filing this Registration Statement, as reported
by the OTC Bulletin Board.
<PAGE>
Part II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement by National Health & Safety Corporation
(the "Company") and made a part hereof. All documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended
(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 be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of
filing such documents.
(a) The Company's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 1996, which contains audited
financial statements for the Company's fiscal year ended
December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's documents referred to in (a) above.
(c) The description of the Company's common stock is
contained in Amendment No. 2 to its Form 10-SB filed pursuant
to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of up-dating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
As permitted by the provisions of the Utah Revised Business
Corporation Act (the "Utah Act"), the Company has the power to
indemnify an individual made a party to a proceeding because they
are or were a director, against liability incurred in the
proceeding, if such individual acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interest
of the Company and, in a criminal proceeding, they had no
reasonable cause to believe their conduct was unlawful.
Indemnification under this provision is limited to reasonable
expenses incurred in connection with the proceeding. The Company
must indemnify a director or officer who is successful, on the
merits or otherwise, in the defense of any proceeding, or in the
defense of any claim, issue, or matter in the proceeding, to which
they are a party because they are or were a director or officer of
the Company, against reasonable expenses incurred by them in
connection with the proceeding or claim with respect to which they
have been successful. The Company's Articles of Incorporation
empower the Board of Directors to indemnify its officers,
directors, agents or employees against any loss or damage sustained
when acting in good faith in the performance of their corporate
duties.
The Company may pay for or reimburse reasonable expenses
incurred by a director, officer, employee, fiduciary or agent of
the Company who is a party to a proceeding in advance of final
disposition of the proceeding provided the individual furnishes the
Company with a written affirmation that their conduct was in good
faith and in a manner reasonably believed to be in, or not opposed
to, the best interest of the Company, and undertake to repay the
advance if it is ultimately determined that they did not meet such
standard of conduct.
Also pursuant to the Utah Act, a corporation may set forth in
its articles of incorporation, by-laws or by resolution, a
provision eliminating or limiting, in certain circumstances,
liability of a director to the corporation or its shareholders for
monetary damages for any action taken or any failure to take any
action, as a director. This provision does not eliminate or limit
the liability of a director (i) for the amount of a financial
benefit received by a director to which they are not entitled; (ii)
for an intentional infliction of harm on the corporation or its
shareholders; (iii) for liability for a violation of
Section 16-10a-842 of the Utah Act (relating to distributions made
in violation of the Utah Act); and (iv) for any intentional
violation of criminal law. To date, the Company has not adopted
such a provision in its Articles of Incorporation, By-Laws or by
resolution. A corporation may not eliminate or limit the liability
of a director for any act or omission occurring prior to the date
when such provision becomes effective. The Utah Act also permits
a corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees, fiduciaries or
agents.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following exhibits are filed with this Registration
Statement:
Exhibit No. Exhibit Name
5.1 Opinion of Leonard E. Neilson, P.C.
23.1 Consent of Jones, Jensen & Company,
Independent Certified Public Accountants.
23.2 Consent of Leonard E. Neilson, P.C. (included
in Exhibit 5.1).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this
Registration Statement:
(i) To include any additional or changed material
information on the plan of distribution;
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration
statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
(4) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted
to directors, officers, and controlling persons of the
small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 small business issuer of
expenses incurred or paid by a director, officer or controlling
person of the small business issuer 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 small business issuer 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.
<PAGE>
SIGNATURES
The Registrant. 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 Warminster, State of Pennsylvania,
on this 1st day of October, 1997.
National Health & Safety Corporation
(Registrant)
By: /s/ R. Dennis Bowers
(Signature)
R. DENNIS BOWERS, President and
Chief Executive Officer
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.
Signature Title Date
President, Chief
/S/ R. Dennis Bowers Executive Officer October 1, 1997
(Signature) and Director
R. Dennis Bowers
Vice President,
/S/ Roger H. Folts Treasurer and October 1, 1997
(Signature) Director
Roger H. Folts (Chief Financial Officer)
Vice President,
/S/ Patricia S. Bathurst Secretary and October 1, 1997
(Signature) Director
Patricia S. Bathurst
LEONARD E. NEILSON
ATTORNEY AT LAW
1121 East 3900 South, Suite C-200
Salt Lake City, Utah 84124
Phone: (801) 288-2855 Fax: (801) 288-2850
October 1, 1997
National Health & Safety Corporation
730 Louis Drive
Warminster, Pennsylvania 18974
Re: Form S-8 Registration Statement
Thomas Coccio Amended Memorandum of Agreement
Originally Dated June 13, 1997
S.E.C. File No. 0-24778
To the Board of Directors:
I have acted as counsel to National Health & Safety
Corporation, a Utah corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), of the Company's registration statement on
Form S-8 (the "Registration Statement") relating to the
registration under the Act of shares of the Company's common stock,
$.001 par value ("Common Stock"), which may be issued under a
written agreement for consulting services (the "Agreement").
In rendering this opinion, I have examined the
Registration Statement as well as a copy of the Company's Articles
of Incorporation and all amendments thereto, By-Laws, minutes of
corporate proceedings, and other corporate documents with respect
to the issuance of the Common Stock. I have been furnished with
originals, or copies certified to my satisfaction, of all such
corporate or other records of the Company (the "Corporate Records")
and I have made such other legal and factual examinations and
inquiries as I have considered necessary as a basis for the
opinions expressed herein. In the examination of the Corporate
Records, I have presumed the authenticity of all signatures which
existed on the Corporate Records and have presumed the veracity and
regularity of all Corporate Records. I have also reviewed such
statutes and judicial precedents as deemed relevant and necessary
as a basis for the opinion hereinafter expressed.
As to the question of fact material to this opinion
letter, I have relied upon the representations and warranties,
certificates of and conversations and correspondences with,
officers and representatives of the Company. Based upon the
foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of
Utah.
2. The shares of Common Stock subject to the
Registration Statement have been legally and
validly authorized under the Articles of
Incorporation and, when issued and sold in
accordance with the terms of the Agreement and the
manner contemplated by the Registration Statement,
will be duly and validly issued and outstanding,
fully paid and nonassessable.
This opinion is limited to the laws of the State of Utah
and the Utah Revised Business Corporation Act and no opinion is
expressed with respect to the laws of any other jurisdiction.
I further consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without the prior written consent
of the undersigned. This opinion is based on my knowledge of the
law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my
attention hereafter.
Yours truly,
/S/ Leonard E. Neilson
Leonard E. Neilson
:ae
Jones, Jensen & Company
CERTIFIED PUBLIC ACCOUNTANTS
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
September 30, 1997
National Health & Safety Corporation
Warminster, Pennsylvania
As independent public accountants, we hereby consent to the use of
our audit report dated March 25, 1997 (and to all references to our
Firm) included in or made a part of the Form 10K-SB registration
statement and incorporated by reference in the Form S-8 of National
Health & Safety Corporation.
Jones, Jensen & Company
Certified Public Accountants
