As filed with the Securities and Exchange Commission on March 14, 1997
Registration No. 333_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CANMAX INC.
(Exact name of issuer as specified in charter)
Wyoming 75-2461665
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
150 West Carpenter Freeway
Irving, Texas 75039
(Address of principal executive offices) (Zip Code)
CANMAX INC. STOCK OPTION PLAN
(Full title of the plan)
Philip M. Parsons
150 West Carpenter Freeway
Irving, Texas 75039
(Name and address of agent for service)
(972) 541-1600
(Telephone number, including area code, of agent for service)
Copy to:
Charles L. Evans, Esq.
McGlinchey Stafford
A Professional Limited Liability Company
2777 Stemmons Freeway
Suite 925
Dallas, Texas 75207
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share Price Fee
Common Stock,
without par value 1,200,000(1) (2) $2,400,000(3) $727
(1) Consists of 1,200,000 shares of Common Stock to be issuable upon
exercise of options granted pursuant to the Canmax Inc. Stock
Option Plan.
(2) Not applicable.
(3) Computed pursuant to Rules 457(c) and 457(h) solely for the purpose
of determining the registration fee, based upon an assumed price of
$2.00 per share, the closing price of Canmax Inc. Common Stock on
March 11, 1997, as reported by the NASDAQ SmallCap Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the
following documents heretofore filed by Canmax Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933 (the "Securities Act") and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a) The Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited
financial statements for the Company's latest fiscal year
for which such statements have been filed;
(b) All other reports filed by the Company pursuant to Section
13(a) or Section 15(d) of the Exchange Act since the end of
the fiscal year covered by the prospectus referred to
in (a) above; and
(c) The description of the Company's Common Stock, without
par value (the "Common Stock"), contained in a registration
statement filed under the Exchange Act, and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from
the dates of filing of such documents.
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to the Company's Bylaws, and subject to the provisions of
the laws of the State of Wyoming, the Company shall indemnify a
director, officer, employee or agent made a party to any proceeding
brought about because such person is a director, officer, employee or
agent of the Company, provided such person acted in good faith,
believed his or her conduct was in or not opposed to the best
interests of the Company and, in respect of a criminal proceeding,
such person had no reasonable cause to believe his or her conduct was
unlawful. The Bylaws also provide for the mandatory advancement of
expenses to an indemnified party under certain circumstances. The
Bylaws provide that such indemnification and advancement of expenses,
which are mandated to the extent permitted by law, are not exclusive
to any other rights to which an indemnified person may be entitled.
Wyoming law mandates indemnification under certain circumstances.
Pursuant to its Articles of Incorporation, the Company has
purchased insurance for the benefit of such indemnified persons
against any liability incurred in such capacity or arising out of
their status as such.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
Exhibit No. Description of Exhibit
3.1 Articles of Incorporation of International Retail
Systems Inc. (predecessor to Canmax Inc., the
"Company") (incorporated herein by reference to Exhibit
3.01 of the Company's Registration Statement on Form 10
(File No. 0-22636), filed with the Commission on
October 15, 1993).
3.2 Bylaws of the Company (incorporated herein by
reference to Exhibit 3.01 of the Company's Registration
Statement on Form 10 (File No. 0-22636), filed with the
Commission on October 15, 1993).
5.1 Opinion of McGlinchey Stafford, A Professional
Limited Liability Company.
23.1 Consent of McGlinchey Stafford, A Professional Limited
Liability Company (filed herewith as part of Exhibit
5.1 hereto).
23.2 Consent of Ernst & Young LLP.
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned Registrant hereby
undertakes 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) Subsequent Exchange Act Documents. The undersigned
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
<PAGE>
(c) Indemnification. Insofar as indemnification for liabilities
arising under the Securities Act 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
Securities Act and is, therefore, unenforceable. In the event 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 Irving, State
of Texas, on March 14, 1997.
CANMAX INC.
By: /s/ ROGER D. BRYANT
______________________________________
Roger D. Bryant, 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.
Signatures Capacity Date
/s/ ROGER D. BRYANT President, Chief Executive March 14, 1997
(Roger D. Bryant) Officer and Director
/s/ DEBRA L. BURGESS Executive Vice President March 14, 1997
(Debra L. Burgess) and Director
/s/ PHILIP M. PARSONS Executive Vice President, March 14, 1997
(Philip M. Parsons) Chief Financial Officer
and Director
/s/ ROBERT M. FIDLER Director March 14, 1997
(Robert M. Fidler)
/s/ NICK DEMARE Director March 14, 1997
(Nick DeMare)
/s/ W. THOMAS RINEHART Director March 14, 1997
(W. Thomas Rinehart)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit Sequential
Page Number
3.1 Articles of Incorporation of International
Retail Systems Inc. (predecessor to Canmax
Inc., the "Company") (incorporated herein
by reference to Exhibit 3.01 of the Company's
Registration Statement on Form 10 (File No.
0-22636), filed with the Commission on October
15, 1993).
3.2 Bylaws of the Company (incorporated herein
by reference to Exhibit 3.01 of the Company's
Registration Statement on Form 10 (File No.
0-22636), filed with the Commission on October 15,
1993).
5.1 Opinion of McGlinchey Stafford, A Professional
Limited Liability Company. 6
23.1 Consent of McGlinchey Stafford, A Professional
Limited Liability Company (filed herewith as
part of Exhibit 5.1 hereto). 6
23.2 Consent of Ernst & Young LLP. 7
Exhibit 5.1
March 14, 1997
Canmax Inc.
150 W. Carpenter Freeway
Irving, Texas 75039
Re: 1,200,000 Shares of Common Stock,
without par value, of Canmax Inc.
Gentlemen:
We have acted as counsel for Canmax Inc., a Wyoming corporation (the
"Company"), in connection with the preparation of that certain Registration
Statement on Form S-8, dated March 14, 1997, filed by the Company to effect
registration under the Securities Act of 1933 of 1,200,000 shares of Common
Stock, without par value, of the Company (the "Shares"), issuable pursuant
to the Canmax Inc. Stock Option Plan (the "Plan").
We have examined the plan and such other documents, records and matters
of law as we have deemed necessary for purposes of this opinion. Based on
the foregoing, we are of the opinion that the Shares, when issued and sold
in accordance with the Plan and the form of Option Certificate thereunder,
will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
McGLINCHEY STAFFORD
A Professional Limited Liability Company
By: /s/ CHARLES L. EVANS
Charles L. Evans
Member
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement on Form S-8 pertaining to the Canmax Inc.
Stock Option Plan and to the incorporation by reference therein, of our
report dated December 19, 1996, with respect to the consolidated financial
statements of Canmax Inc. included in its Annual Report (Form 10-K) for
the year ended October 31, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
March 10, 1997
