<PAGE>
As filed with the Securities and Exchange Commission on July 8, 1996
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
INTERIORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3590047
(State or other juris- (I.R.S. Employer
diction of organization) Identification No.)
320 Washington Street, Mount Vernon NY 10553
(Address of Principal Executive Offices) (Zip Code)
350,000 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF
ISSUED PURSUANT TO A CONSULTING AGREEMENT DATED JUNE 30, 1996
(Full title of the plan)
Max Munn
President
Interiors, Inc.
320 Washington Street
Mount Vernon, NY 10553
(Name and address of agent for service)
(914) 665-5400
(Telephone number, including area code,
of agent for service)
continued overleaf
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to be offering price offering registration
to be registered registered(1) per Share(2) price(2) fee
- ---------------- ------------ -------------- -------- ------------
<S> <C> <C> <C> <C>
Series A Convertible 350,000 $2.25 $787,500 $271.53
Preferred Stock, par value
$.001 per share
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended ("Securities Act"), this registration statement also covers an
indeterminate number of shares as may be required by reason of any
stock dividend, recapitalization, stock split, reorganization, merger,
consolidation, combination or exchange of shares or other similar
change affecting the stock.
(2) The proposed maximum offering price per share is based upon the
designated exercise price stated in the agreement pursuant to which
the options were granted.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents or portions thereof, as filed with the
Securities and Exchange Commission by Interiors, Inc., a Delaware corporation
(the "Corporation"), are incorporated herein by reference:
(1) Annual Report on Form 10-KSB for the year ended June 30, 1995.
(2) Quarterly Report on Form 10-QSB for the period ended September
30, 1995.
(3) Quarterly Report on Form 10-QSB for the period ended December
31, 1995.
(4) Quarterly Report on Form 10-QSB for the period ended March 31,
1996.
(5) The description of the Series A 10% Cumulative Convertible
Preferred Stock, par value $.0001 per share ("Series A Preferred Stock"), of the
Corporation contained in the Corporation's registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), subsequent to the effective date of this Registration Statement and prior
to the filing of a post-effective amendment which indicate that all securities
offered have been sold or which registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Registration Statement
and to be part thereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein 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
by reference herein 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.
3
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written or telephone requests should be directed to Max
Munn, President, Interiors, Inc., 320 Washington Street, Mount Vernon, NY 10553,
telephone (914) 665-5400.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Names Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnity its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors
and officers provided that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) arising under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's by-laws, any agreement, vote of shareholders or otherwise.
Article Seven of the Company's Certificate of Incorporation eliminates
the personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the Delaware General Corporation Law.
The effect of the foregoing is to require the Company to indemnity the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED 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.
Item 7. Exemption from Registration Claimed
Not Applicable.
4
<PAGE>
Item 8. Exhibits
The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
4.1 Consulting Agreement dated as of June 30, 1996 between the
Corporation and Morris Munn.
5.0 Opinion of Bernstein & Wasserman, LLP.
24.1 Consent of Arthur Andersen, LLP
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;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) 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;
provided, however, the paragraphs (1)(i) and (1)(ii) do not apply if
the information is required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference 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 be deemed to be the initial bona fide
offering thereof; and;
(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 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 Exchange Act) that is
incorporated by reference in the registration statement shall
5
<PAGE>
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 under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in item 6, 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 Act and
will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, as amended,
the Registrant, certifies that it has reasonable grounds to believe that it
meets all 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 Mt. Vernon, New York 10553, on the 30th day of June, 1996.
INTERIORS, INC.
By: /s/Max Munn
---------------------------
Max Munn, President
Chief Executive Officer,
Treasurer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Max Munn his true and lawful
attorney-in-fact and agent, for him and his name, place and stead, in any and
all capacities, to sign any and all amendments to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and to make
any and all state securities law or blue sky filings, granting unto said
attorney-in-fact and agent, to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendments thereto has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- -------
<S> <C> <C>
/s/Max Munn President, Chief Executive June 30, 1996
- --------------------------------- Officer, Treasurer and Director
Max Munn
/s/Donald Feldman Vice President -- Sales and June 30, 1996
- ------------------------------ Marketing and Director
Donald Feldman
/s/Michael Amore Vice President and Chief June 30, 1996
- ------------------------------ Financial and Accounting
Michael Amore Officer
/s/Roger Lourie Director June 30, 1996
- ------------------------------
Roger Lourie
/s/Richard A. Josephberg Director June 30, 1996
- ------------------------------
Richard A. Josephberg
</TABLE>
7
<PAGE>
INTERIORS, INC.
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
<PAGE>
INDEX
Exhibit Name
Exhibit
Number
- -------
4.1 Consulting Agreement dated as of June 30, 1996 between the Corporation
and Morris Munn.
5.0 Opinion of Bernstein & Wasserman, LLP.
24.1 Consent of Arthur Andersen, LLP.
EXHIBIT 4.1
INTERIORS, INC
320 Washington Street
Mount Vernon, NY 10533
June 30, 1996
Mr. Morris Munn
22033 N. Golf Club Drive
Sun City, AZ 85375
Re: Consulting Agreement
Dear Mr. Munn:
This Agreement is to confirm our understanding with respect to the
rendering by you (the "Consultant") of certain consulting services to Interiors
("Interiors"), upon the terms and conditions set forth below.
1. Payment by Interiors. As consideration for the services
provided by you to Interiors, Interiors hereby issues to you the right to
purchase 350,000 shares of Interiors's Series A Preferred Stock for a period of
three (3) years at any time commencing on the date hereof at an exercise price
of $2.25 per share. In addition, Interiors agrees to register such shares for
sale to the public as soon as practicable. As additional compensation, the
Consultant will be paid at the rate of $54,000 per year on a bi-weekly basis
for a period of five (5) years in cash commencing on the date hereof.
2. Consultant's Obligations. From time to time the Consultant
agrees to provide Interiors with such consulting services as requested by
Interiors in connection with marketing, acquisitions, divestitures, joint
ventures and other strategic business initiatives.
3. Confidential Information. Consultant acknowledges that all
information, documents, customer lists, patents, trademarks, copyrights,
materials, specifications, business strategies or any other ideas which directly
relate to the business of Interiors (referred to herein as "Confidential
Information") whether prepared or generated by Consultant, or Interiors
pursuant to this Agreement or otherwise in the possession or knowledge of
Consultant prior to the date hereof or coming into possession or knowledge of
Consultant during the term of this Agreement shall be the exclusive,
confidential property of Interiors, except to the extent expressly authorized in
writing by Interiors for dissemination. From the date of this Agreement
through and including the twenty-fourth month following the termination of this
Agreement or any extension thereof (the "Restricted Period"), Consultant shall
not disclose any of such Confidential Information to any third party without
the prior written consent of Interiors and shall take all reasonable steps and
actions necessary to maintain the confidentiality of such Confidential
Information.
4. Status as Independent Contractor. Consultant's engagement
pursuant to this Agreement shall be as independent contractor and not as an
employee, officer or other agent of Interiors. Neither party to this Agreement
shall represent or hold itself out to be the employer or employee of the other.
Consultant further acknowledges that the compensation provided herein is a
gross amount of compensation and that Interiors will not withhold from such
compensation any amounts respective income taxes, social security payments or
any other payroll taxes. All such income taxes and payments shall be made or
provided for by Consultant and Interiors shall have no responsibility or duties
regarding such matters.
5. Miscellaneous. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Arizona, without
regard to principles of conflicts of law, and the parties irrevocably agree to
submit any controversy or claim arising out of or relating to this Agreement to
binding arbitration conducted in the State of Arizona, City of Phoenix, in
accordance with the rules of the American Arbitration Association. This
Agreement may be executed simultaneously in counterparts, each of which will be
deemed to be an original but all of which together will constitute one and the
same instrument. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. This
Agreement contains the entire understanding of the parties hereto with respect
to its subject matter. This Agreement may be amended only by a written
instrument duly executed by the parties. In the event that the Company fails
to make payments in a timely manner under this Agreement, the Consultant shall
so notify the Company in writing. If the Company fails to make payment within
five (5) business days after receiving written notice thereof, the entire
amount payable under this Agreement shall become due and payable.
If this Agreement accurately reflects your understanding of our
agreement, kindly sign the enclosed copy of this letter on the space provided
below and return it to me at your earliest convenience.
Very truly yours,
INTERIORS, INC.
/s/Max Munn
-------------------------
Max Munn
President
Agreed to and Accepted as of
the Date First Written Above:
/s/Morris Munn
- -------------------------
EXHIBIT 5.0
[Letterhead of Bernstein & Wasserman]
July 3, 1996
Interiors, Inc.
320 Washington Street
Mount Vernon, New York 10553
Ladies and Gentlemen:
We have acted as counsel for Interiors, Inc., a Delaware corporation
("Company"), in connection with a Registration Statement on Form S-8
("Registration Statement") being filed contemporaneously herewith by the
Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), covering 350,000 shares of the
Company's Series A Convertible Preferred Stock, $.001 par value ("Preferred
Stock"), heretofore granted pursuant to a Consulting Agreement, dated June
30, 1996, between the Company and Morris Munn.
In that connection, we have examined the Certificate of Incorporation,
as amended, and the By-Laws of the Company, the Registration Statement, the
Consulting Agreement between the Company and Morris Munn, corporate proceedings
of the Company relating to the issuance of the Preferred Stock and such other
instruments and documents as we have deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that
the corporate records of the Company include all corporate proceedings taken by
the Company to date.
Based upon and subject to the foregoing, we are of the opinion that
the Preferred Stock when issued in accordance with the terms of the
Consulting Agreement will be duly and validly authorized and issued and
fully paid and non-assessable.
We hereby consent to the use of this opinion as herein set forth as
an exhibit to the Registration Statement.
Very truly yours,
BERNSTEIN & WASSERMAN, LLP
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
October 12, 1995 included in Interiors, Inc.'s Form 10-KSB for the year ended
June 30, 1995 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
New York, New York
July 1, 1996
