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 Registra-
to be Registered Registered Per Share Price tion Fee(1)
Common Stock, par 300,000 $0.165 per $ 49,500 $ 15.00
value $.001 Shares Share
TOTAL FEE $ 15.00
(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(c) under the
Securities Act of 1933, as amended, and based upon the average of
the last sale reported 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 filing a post-effective amendment
indicating all securities offered have been sold or which
deregisters all unsold securities.
(a) The Company's latest annual report on Form 10-KSB for the
fiscal year ended December 31, 1997, which contains audited
financial statements for the Company's fiscal year ended
December 31, 1997.
(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.
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. Such indemnification extends to 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. Indemnification will also extend
to a criminal proceeding if the party 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. Indemnification
will extend to reasonable expenses incurred by the party 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. Payment may be made 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. The
party must also undertake to repay the advance if it is ultimately
determined that they did not meet such standard of conduct.
The Utah Act further provides that 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, to
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.
<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 22nd day of October, 1998.
National Health & Safety Corporation
(Registrant)
By: /s/ R. Dennis Bowers
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 22, 1998
R. Dennis Bowers and Director
/S/ Roger H. Folts October 22, 1998
Roger H. Folts (Principal Financial Officer)
(Principal Accounting Officer)
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 22, 1998
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 in
connection with the 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"). This Registration
Statement relates 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. The Company has furnished 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,
Leonard E. Neilson
:ae
Jones, Jensen
& Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
October 20, 1998
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our audit report dated January 23, 1998 (and to all
references to our Firm) included in the Form 10KSB and incorporated
by reference in the Form S-8 Registration Statement of National
Health & Safety Corporation.
Jones, Jensen & Company
Certified Public Accountants
