As filed with the Securities and Exchange Commission on
May 21, 1997
Securities Act Registration No. 33-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRON HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Nevada 84-1251553
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
88-90 103rd Ave.
Ozone Park, N.Y. 11417
(Address of principal executive offices) (Zip Code)
IRON HOLDINGS CORP. 1997 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Anthony E. Gurino, Copies to:
President & Chief Executive Officer Andrew I. Telsey, Esquire
Iron Holdings Corp. Andrew I. Telsey, P.C.
88-90 103rd Ave. 2851 S. Parker Road, Suite 720
Ozone Park, N.Y. 11417 Aurora, Colorado 80014
(Name & address of agent for service) (303) 671-8920
(718) 323-4537
(Telephone number, including area code, of agent for service)
(CALCULATION OF REGISTRATION FEE)
- -----------------------------------------------------------------
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering aggregate registration
to be registered registered price per offering fee
Share price
- ------------------- ---------- --------- --------- ------------
Common Stock, 1,000,000 $0.015 $15,000 $100.00
$0.001 par value shares
- -----------------------------------------------------------------
*Estimated for calculation of registration fee only, pursuant to
Rule 457(h)(1), calculated on the basis of the book value of the
Company, as included in the Company's Form 10-QSB for the three
month period ended March 31, 1997, as filed with the Securities and
Exchange Commission.
In addition, pursuant to Rule 416(c) promulgated under the
Securities Act of 1933, this Registration Statement covers an
indeterminate amount of interests to be offered or sold pursuant to
the Iron Holdings Corp. 1997 Nonqualified Stock Option Plan
described herein.
This Form S-8 consists of 17 pages.
Exhibits are indexed beginning at page 6.
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PART II. INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated into this
Registration Statement by reference:
(1) The Company's latest Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1996, (the "Annual Report"), filed
pursuant to Section 13 of the Exchange Act;
(2) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the annual report referred to
in (1), above.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
The Common Stock of the Company is registered under Section 12
of the Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that the
Company will indemnify any officer or director to the full extent
permitted by law.
Insofar as indemnification for liabilities arising under the
Act may be permitted to officers and directors of the Company
pursuant to the foregoing provisions or otherwise, the Company
understands that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and therefore unenforceable, In the event
that a claim for indemnification for such liabilities (other than
the payment by the Company of expenses paid by a director or
officer of the Company in the successful defense of any action,
suit or proceeding) is asserted by an officer or director for
liabilities arising under the Act, the Company will (unless the
question has already been determined by a precedent deemed to be
controlling), submit to a court of appropriate jurisdiction the
question whether or not indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part
of this Registration Statement and which are incorporated herein.
Exhibit No.
4.1 Iron Holdings Corp. 1997 Nonqualified Stock Option
Plan
5 Opinion of Andrew I. Telsey, P.C. regarding legality of
the securities covered by this Registration Statement.
24.1 The consent of Andrew I. Telsey, P.C., counsel for the
Company, to the use of their opinion with respect to the
legality of the securities covered by this Registration
Statement and to the references to such firm in this
Registration Statement is contained in such opinion filed
as Exhibit 5 to this Registration Statement.
24.2 Consent of Horton & Company, independent auditors.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(3) 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 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 this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising out of
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
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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 to 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.
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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 Ozone Park, State of New York, on
May 21, 1997.
IRON HOLDINGS CORP.
By:/s/ Anthony E. Gurino
Anthony E. Gurino, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
Signatures and Capacities:
May 21, 1997 /s/ Anthony E. Gurino
Anthony E. Gurino, President, Chief
Executive Officer, Secretary and Director
May 21, 1997 /s/ Dennis Sommeso
Dennis Sommeso, Assistant Secretary
and Director
May 21, 1997 /s/ Angelo Gurino, Sr.
Angelo Gurino, Sr., Vice President,
Treasurer and Director
May 21, 1997 /s/ Johanna Stanziale
Johanna Stanziale, Director
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Plan Administrator has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ozone Park, State of New York on
May 21, 1997.
IRON HOLDINGS CORP. 1997
NONQUALIFIED STOCK OPTION PLAN
By: /s/ Anthony E. Gurino
Anthony E. Gurino, Plan Administrator
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EXHIBIT INDEX
The following is a complete list of exhibits filed as a part
of this Registration Statement and which are incorporated herein.
Exhibit No. Page
4.1 Iron Holdings Corp. 1997 Nonqualified
Stock Option Plan 7
5 Opinion of Andrew I. Telsey, P.C.
regarding legality of the securities
covered by this Registration Statement. 13
24.1 The consent of Andrew I. Telsey, P.C.,
legal counsel for the Company, -
to the use of their opinion with respect
to the legality of the securities covered
by this Registration Statement and to the
references to such firm in this
Registration Statement is contained in
such opinion filed as Exhibit 5 to this
Registration Statement.
24.2 Consent of Horton & Company,
independent auditors. 16
- ----------------------------
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IRON HOLDINGS CORP.
-----------------------------------
EXHIBIT 4.1
-----------------------------------
IRON HOLDINGS CORP.
1997 NON-QUALIFIED STOCK OPTION PLAN
-----------------------------------
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IRON HOLDINGS CORP.
1997 NON-QUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this Stock Option Plan (the
"Plan") is to advance the interests of the IRON HOLDINGS CORP., a
Nevada corporation ("IRON") and the Subsidiaries, as hereinafter
defined of IRON (IRON and Subsidiaries collectively referred to as
the "Corporation"), by providing an additional incentive to attract
and retain qualified and competent persons who are key employees,
consultants, representatives, officers and directors of the
Corporation upon whose efforts and judgment the success of the
Corporation is largely dependent, and to provide an incentive for
other Companies to enter into a Consulting Agreement with the
Corporation, through the encouragement of stock ownership in the
Corporation, by such persons. Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation if, at the time the
Option is granted, each of the corporations other than the last
corporation in the unbroken chain owns 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
2. Grant of Options; Generally. In accordance with the
provisions hereinafter set forth in this Plan, the Board of
Directors (the "Board") or the Stock Option Committee (the "Stock
Option Committee") of the Corporation is hereby authorized to issue
from time to time on the Corporation's behalf to any one or more
Eligible Persons, as hereinafter defined, non-qualified stock
(Options) options to acquire shares of the Corporation's $.001 per
value Common Stock (the "Stock").
3. Amount of Stock. The aggregate number of shares of
Stock which may be purchased pursuant to the exercise of Options
shall be 1,000,000 shares. If an Option ceases to be exercisable,
in whole or in part, the shares of Stock underlying such Option
shall continue to be available under this Plan. Further, if shares
of Stock are delivered to the Corporation as payment for shares of
Stock purchased by the exercise of an Option granted under this
Plan, such shares of Stock shall also be available under this Plan.
If there is any change in the number of shares of Stock on account
of the declaration of stock dividends, recapitalization resulting
in stock split-ups, or combinations or exchanges of shares Stock,
or otherwise, the number of shares of Stock available for purchase
upon the exercise of Options, the shares of Stock subject to any
Option and the exercise price of any outstanding Option shall be
appropriately adjusted by the Board or the Stock Option Committee.
The Board or the Stock Option Committee shall give notice of any
adjustments to each Eligible Person granted an Option under this
Plan, and such adjustments shall be effective and binding on all
Eligible Persons. If because of one or more recapitalizations,
reorganizations or other corporate events, the holders of
outstanding Stock receive something other than shares of Stock
then, upon exercise of an Option, the Eligible Person will receive
what the holder would have owned if the holder had exercised the
Option immediately before the first such corporate event and not
dispose of anything the holder received as a result of the
corporate event.
4. Eligible Persons. An Eligible Person means (i) any
individual who is employed by the Corporation, (ii) any director of
the Corporation or any Subsidiary of the Corporation, (iii) any
consultant or representative of the Corporation or any Subsidiary
of the Corporation, or (iv) any Company that is a party to a
Consulting Agreement with the Corporation.
5. Grant of Options. The Board or the Stock Option
Committee has the right to issue the Options established by this
Plan to Eligible Persons. The Board or the Stock Option Committee
shall follow the procedures prescribed for it elsewhere in this
Plan. A grant of Options shall be set forth in writing signed on
behalf of the Corporation or by a majority of the members of the
Stock Option Committee. The writing shall the terms which govern
the Option. The terms shall be determined by the Board or the
Stock Committee, and may include, among other terms, the number of
shares of Stock that may be acquired pursuant to the exercise of
the Options, when the Options may be exercised, the period for
which the Option is granted and including the expiration date, the
effect on the Options if the Eligible Person terminates employment
and
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whether the Eligible Person may deliver shares of Stock or property
to pay for the shares of Stock to be purchased by the exercise of
the Option. However, no term shall be set forth in the writing
which is inconsistent with any of the terms of this Plan. The
terms of an Option granted to an Eligible Person may differ from
the terms of an Option granted to another Eligible Person, and may
differ from the terms of an earlier Option granted to the same
Eligible Person.
6. Option Price. The Option price per share shall be
determined by the Board or the Stock Option Committee at the time
any Option is granted, and may be less than fair market value of
the Corporation's shares of Common Stock. Fair market value as used
herein shall be:
a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales
prices of Stock on such exchange or over-the-counter market on
which such shares shall be traded on that date, or if such
exchanges or over-the-counter market is closed or if no shares
shall have traded on such a date, on the last preceding date on
which such shares shall have traded.
b) If shares of Stock shall not be traded on an
exchange or over-the-counter market, the value as determined by a
recognized appraiser as selected by the Board or the Stock Option
Committee.
7. Purchase of Shares.
(a) An Option shall be exercised by the tender to the
Corporation of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise.
The purchase price of the Stock shall be in United States dollars,
payable in cash or by check, in property, the Corporation stock, or
cashless exercise if so permitted by the Board or the Stock Option
Committee in accordance with the discretion granted in Paragraph 6
hereof, having a value equal to such purchase price.
(b) The Corporation shall not be required to issue or
deliver any certificates for shares of Stock purchased upon the
exercise of an Option prior to (i) If requested by the Corporation,
the filing with the Corporation by the Eligible Person of a
representation in writing that it is the Eligible Person's then
present intention to acquire the Stock being purchased for
investment and not for resale, and/or (ii) the completion of any
registration, exemption or other qualification of such shares under
any securities, governmental or regulatory body, which the
Corporation shall determine to be necessary or advisable.
8. Stock Option Committee. The Stock Option Committee may
be appointed from time to time by the Corporation's Board of
Directors. The Board may from time to time remove members from or
add members to the Stock Option Committee. The Stock Option
Committee shall be constituted so as to permit the Plan to comply
in all respects with the provisions set forth in Paragraph 21
herein. The Board shall appoint a member of the Stock Option
Committee to act as its chairman. The Stock Option Committee shall
hold its meetings at such times and places as its chairman shall
determine. A majority of the Stock Option Committee's Members
present in person shall constitute a quorum for the transaction of
business. All determinations of the Stock Option Committee will be
made by the majority vote of the members constituting the quorum.
The members may participate in a meeting of the Stock Option
Committee by conference telephone or similar communications
equipment by means of which all members participating in the
meeting can hear each other. Participating in a meeting in that
manner will constitute presence in persons at the meeting. Any
decision or determination reduced to writing and signed by all
members of the Stock Option Committee will be effective as if it
had been made by a majority vote of all members of the Stock Option
Committee at a meeting which is duly called and held.
9. Administration of Plan. In addition to granting
Options and to exercising the authority granted to it elsewhere in
this Plan, the Board or the Stock Option Committee is granted the
full right and authority to interpret and construe the provisions
of this Plan, promulgate, amend and rescind rules and procedures
relating to the implementation of the Plan and to make all other
determinations necessary or
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advisable for the administration of the Plan. All determinations
made by the Board or the Stock Option Committee shall be final,
binding and conclusive on all persons including the Eligible
Person, the Corporation and its stockholders, employees, officers
and directors and consultants. No member of the Board or the Stock
Option Committee will be liable for any act or omission in
connection with the administration of this Plan unless it is
attributable to that member's willful misconduct.
10. Determination of Value and Fair Market Value. In
grating Options under this Plan, the Board or the Stock Option
Committee shall make a good faith determination as to the value and
fair market value of the Stock at this time of granting the Option.
11. Restrictions on Issuance of Stock. The Corporation
shall not be obligated to sell or issue any shares of Stock
pursuant to the exercise of an Option unless the Stock with respect
to which the Option is being exercised is at that time effectively
registered or exempt from registration under the Securities Act of
1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an
Option granted in accordance herewith upon receipt from the
Eligible Person, or any other purchaser thereof, of a written
representation that at the time of such exercise it is his or her
then present intention to acquire the shares of Stock for
investment and not with a view to, or for sale in connection with,
any distribution thereof; except that, in the case of a legal
representative of an Eligible Person, distribution shall be defined
to exclude distribution by will or under the laws of descent and
distribution. Prior to issuing any shares of Stock pursuant to the
exercise of an Option, the Corporation shall take such steps as it
deems necessary to satisfy any withholding tax obligations imposed
upon it by any level of government.
12. Exercise in the Event of Death or Termination of
Employment.
(a) If an optionee shall die (i) while an employee of
the Corporation or a Subsidiary or (ii) after termination of his
employment with the Corporation or a Subsidiary because of his
disability, or retirement or otherwise, his Options may be
exercised, to the extent that the optionee shall have been entitled
to do so on the date of his death or such termination of
employment, by the person or persons to whom the optionee's right
under the Option pass by will or applicable law, or if no such
person has such right, by his executors or administrators, at any
time, or from time to time. In the event of termination of
employment because of death while an employee, his Options may be
exercised not later than the expiration date specified in Paragraph
5 or six months after the optionee's death, whichever date is
earlier, or in the event of termination of employment because of
retirement or otherwise, no later than the expiration date
specified in Paragraph 5 hereof or ninety (90) days after the
optionee's death, whichever date is earlier.
(b) If an optionee's employment by the Corporation or a
Subsidiary shall terminate because of his disability and such
optionee has not died within the following three months , he may
exercise his Options, to the extent that he shall have been
entitled to do so at the date of the termination of his employment,
at any time, or from time to time, but no later than the expiration
date specified in Paragraph 5 hereof or six months after
termination of employment, whichever date is earlier.
(c) If an optionee's employment shall terminate with the
consent of the Board or the Stock Option Committee or involuntarily
other than by termination for cause, and such optionee has not died
within the following three months, he may exercise his Option to
the extent he shall have been entitled to do so at the date of the
termination (as described in this Paragraph) of his employment, at
any time and from to time, but not later than the expiration date
specified in Paragraph 5 hereof or thirty (30) Days after
termination of employment, whichever date is earlier. For purposes
of this Paragraph 12, termination for cause shall mean termination
of employment by reason of the optionee's commission of a felony,
fraud or willful misconduct which has resulted, or is likely to
result, in substantial and material damage to the Corporation or a
Subsidiary, all as the Board or the Stock Option Committee in its
sole discretion may determine.
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(d) If an optionee's employment shall terminate for any
reason other than death, disability, retirement or otherwise as set
forth in Paragraphs 13(a)-(c) hereof, all right to exercise his
Options shall terminate on the date of such termination of
employment.
13. Exercise in the Event of Termination of Consulting
Agreement. If an optionee is granted options under a Consulting
Agreement and that Consulting Agreement is terminated, the
optionee's Options may be exercised, to the extent that the
optionee shall have been entitled to do so, on the date of
termination. All right to exercise the optionee's Options shall be
terminated on the day following the termination of the Consulting
Agreement.
14. Corporate Events. In the event of the proposed
dissolution or liquidation of the Corporation, a proposed sale of
all or substantially all of the assets of the Corporation, a merger
or tender for the Corporation's shares of Common Stock, the Board
of Directors may declare that each Option granted under this Plan
shall terminate as of a date to be fixed by the Board of Directors;
provided that not less than thirty (30) days written notice of the
date so fixed shall be given to each Eligible Person holding an
Option, and each such Eligible Person shall have the right, during
the period of thirty (30) days preceding such termination, to
exercise his Option as to all or any part of the shares of Stock
covered thereby, including shares of Stock as to which such Option
would not otherwise be exercisable. Nothing set forth herein shall
extend the term set for purchasing the shares of Stock set forth in
the Option.
15. No Guarantee of Employment. Nothing in this Plan or
in any writing granting an Option will confer upon any Eligible
Person the right to continue in the employ of the Eligible Person's
employer, or will interfere with or restrict in any way the right
of the Eligible Person's employer to discharge such Eligible Person
at any time for any reason whatsoever, with or without cause.
16. Non-transferability. No Option granted under the
Plan shall be transferable except by will and the laws of
interstate. During the lifetime of the optionee, an Option shall
be exercisable only by the holder thereof.
17. No Rights as Stockholder. No optionee shall have any
rights as a stockholder with respect to any shares subject to his
Option prior to the date of issuance to him of a certificate or
certificates for such shares.
18. Amendment and Discontinuance of Plan. The
Corporation's Board of Directors may amend , suspend or discontinue
this Plan at any time. However, no such action may prejudice the
rights of any Eligible Person who has prior thereto been granted
Options under this Plan. The Board of Directors may modify the
Plan, as necessary, to effectuate the intent of the Plan as a
result of any changes in the tax, accounting or securities laws
treatment of Eligible Persons and the Plan.
19. Compliance With Other Laws and Regulations. The Plan,
the grant and exercise of Options thereunder, and the obligation of
the Corporation to sell and deliver Stock under such options, shall
be subject to all applicable federal and state laws, rules, and
regulations and to such approvals by an government or regulatory
agency as may be required. The Corporation shall not be required
to issue or deliver any certificates for shares of Stock prior to
(a) the listing of such shares on any stock exchange or
over-the-counter market on which the Stock may then be listed and
(b) the completion of any registration or qualification of such
shares under any federal or state law, or any ruling or regulation
of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no
Option may be exercised if its exercise or the receipt of Stock
pursuant thereto would be contrary to applicable laws.
20. Name. The Plan shall be known as the IRON HOLDINGS
CORP. Non-Qualified Stock Option Plan.
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21. Notices. Any notice hereunder shall be in writing
and sent by certified mail, return receipt requested or by
facsimile transmission (with electronic or written confirmation of
receipt) and when addressed to the Corporation or the Committee
shall be sent to it at its office, 88-09 103 Avenue, Ozone Park,
New York 11417, subject to the right of either party to designate
at any time hereafter in writing some other address, facsimile
number or person to whose attention such notice shall be sent.
22. Headings. The headings preceding the text of
Sections and subparagraphs hereof are inserted solely for
convenience of reference, and shall not constitute a part of this
Plan nor shall they affect its meaning, construction or effect.
23. Effective Date. This Plan, the Iron Holdings Corp.
Non-Qualified Stock Option Plan, was adopted by the Board of
Directors of the Corporation on , 1997. The
effective date of the Plan shall be the same date.
Dated as of ____________, 1997.
IRON HOLDINGS CORP.
By: _____________________________
Anthony E. Gurino, President
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IRON HOLDINGS CORP.
---------------------------------
EXHIBITS 5 AND 24.1
---------------------------------
OPINION OF ANDREW I. TELSEY, P.C.
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ANDREW I. TELSEY, P.C.
- Attorney at Law -
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone: (303) 671-8920 Facsimile: (303) 750-5544
May 20, 1997
Mr. Anthony E. Gurino, President
Iron Holdings Corp.
88-09 103rd Avenue
Ozone Park, NY 11417
Re: Iron Holdings Corp.
Dear Mr. Gurino:
In connection with the 1,000,000 shares of Common Stock, par value
$0.001 per share (the "Shares"), of Iron Holdings Corp., f/k/a
Comstock Tailings Company, Incorporated (hereinafter called the
"Company"), included in the Company's 1997 Non-Qualified Stock
Option Plan (the "Plan"), which Shares are proposed to be
registered on Form S-8 under the Securities Act of 1933, as
amended, we have examined the following instruments and documents:
1. Articles of Incorporation of the Company, as amended;
2. Bylaws of the Company, as amended to date;
3. Copies of certain resolutions adopted by the Board of
Directors of the Company adopting the Plan and authorizing the
reservation for issuance of up to 1,000,000 shares of the Company's
Common Stock (the "Shares"), underlying the various options to be
issued pursuant to the Plan.
We have examined such other instruments, documents and records and
made such further investigations as we have deemed necessary for
the purposes of rendering the following opinion.
Based on the foregoing, it is our opinion that:
(i) The Company is a corporation which has validly filed
its Articles of Incorporation under the laws of the State of
Nevada;
(ii) The Plan and the Shares included in the Plan have been
duly and validly authorized by all necessary action on the part of
the Company; the Shares issuable pursuant to the Plan and upon
exercise of the stock options authorized pursuant to the Plan have
been duly and validly authorized and, upon payment therefor in
accordance with the terms of such issuance and stock option(s),
will be validly issued, fully paid and nonassessable by the
Company;
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Mr. Anthony E. Gurino, President
Iron Holdings Corp.
May 20, 1997
Page 2
(iii) The rights attendant to the Plan and the Shares
reserved for issuance thereunder conform to the description thereof
contained in the Prospectus;
(iv) No authorization, approval, consent or license of any
regulatory body or authority (other than under the Act and the
securities or Blue Sky laws of the various states), is required for
the valid authorization, issuance, sale and delivery of the stock
options and Shares reserved for issuance thereunder, or if so
required, all such authorizations, approvals, consents and licenses
have been obtained and are in full force and effect;
(v) The Registration Statement and the Prospectus (except for
the financial statements and other financial data included therein,
as to which such counsel need express no
opinion), comply as to form in all material respects with the
requirements of the Act and the Rules and Regulations thereunder;
(vi) Such counsel have participated in the preparation of the
Registration Statement and Prospectus and no facts have come to the
attention of such counsel to lead them to believe that either the
Registration Statement or the Prospectus (except for the financial
statements and other financial data included therein, as to which
such counsel need express no opinion), contained any untrue
statement of a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(vii) Such counsel does not know of any material statutes or
regulations or legal or governmental proceedings required to be
described in the Prospectus which are not correctly described in
all material respects as required, nor of any material contracts or
documents of a character required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits
to the Registration Statement which are not described and filed as
required.
We hereby consent to the use of this opinion in the said
Registration Statement being filed with the Securities and Exchange
Commission and further consent to the reference to this firm in the
Prospectus.
Very truly yours,
S/Andrew I. Telsey
ANDREW I. TELSEY, P.C.
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<PAGE>
IRON HOLDINGS CORP.
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EXHIBIT 24.2
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CONSENT OF HORTON & COMPANY
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16
<PAGE>
HORTON & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS CONSULTANTS, L.L.C.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Iron Holdings Corp. 1997
Non-Qualified Stock Option Plan, of our report dated July 18, 1996,
relating to the balance sheet of Iron Eagle Contracting and
Mechanical, Inc. as of June 30, 1996 and the related statements of
operations and accumulated deficit and cash flows for the period
December 7, 1995 (date of incorporation) through June 30, 1996.
s/HORTON & COMPANY, LLC
Wayne, New Jersey
May 15, 1997
1680 ROUTE 23, SUITE 110, WAYNE, NEW JERSEY 07470
TEL: 201-305-9800, FAX: 201-305-8213
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