File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
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IMSCO TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 04 - 3021770
(State of incorporation) (IRS Employer Identification Number)
40 Bayfield Drive,
North Andover, Massachusetts 01845
(508) 689-2080
(Address and telephone number of registrant's
principal executive offices)
IMSCO TECHNOLOGIES, INC.
EDMUND ABRAMSON CONSULTING AGREEMENT STOCK PLAN
(Full title of the Plan)
SOL L. BERG
President
Imsco Technologies, Inc.
40 Bayfield Drive
North Andover, Massachusetts 01845
(508) 689-2080
(Address and telephone number of
agent for service)
---------------------------
Please send copies of all communications to:
DAVID E. FLEMING, Esq.
Campbell & Fleming, P.C.
250 Park Avenue, 12th Floor
New York, New York 10177
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
each Maximum Maximum Amount
class of Amount to offering aggregate of
securities be price offering registration
to be registered per Unit price fee
registered
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Common 100,000 $1.75(1) $175,000 $60.34
Stock, $.001
par value(1)
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Common 100,000 $1.50(2) $150,000 $51.72
Stock, $.001
par value(2)
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Total 200,000 $325,000 $112.06
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(1) For shares issuable pursuant to Rule 457(c) and (h) based upon the
average high and low prices of the Registrant's Common Stock as reported
on OTC Bulletin Board on September 10, 1996.
(2) For shares issuable upon exercise of options at $1.50 per
share.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Imsco Technologies, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities and Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1995.
(2) The Company's Quarterly Reports on Form 10-QSB for quarters
ended March 31, 1996 and June 30, 1996.
(3) The description of the Company's Common Shares which is
contained in the registration statement on Form 10-SB filed by the
Company to register such securities under Section 12(g) of the
Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such
description.
(4) The Company's Current Reports on Form 8-K dated May 8, 1996
and July 12, 1996.
(5) The Company's Proxy Statement in connection with the Annual
Meeting of Stockholders held July 9, 1996.
(6) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the Offering made hereby
shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof 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 any other subsequently filed document which
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
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Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the General Corporation Law of Delaware (the "GCL")
authorizes and empowers the Company to indemnify the directors, officers,
employees and agents of the Company against liabilities incurred in
connection with, and related expenses resulting from, any claim or suit
brought against any such person as a result of his relationship with the
Company, provided that such persons acted in accordance with a stated
standard of conduct in connection with the acts or events on which such
claim, action or suit is based. The finding of either civil or criminal
liability on the part of such persons in connection with such acts or events
is not necessarily determinative of the questions of whether such persons
have met the required standard of conduct and are, accordingly, entitled to
be indemnified.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits is
hereby incorporated by reference herein.
Item 9. Undertakings.
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The undersigned registrant hereby undertakes that it will:
(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 this 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
this Registration
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Statement (or the most recent post-effective amendmentthereof); and
notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total value of the securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form
of prospects filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) shall not apply if
the information 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 Section 15(d) of Exchange Act that are incorporated
by reference in this 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.
(e) 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 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
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 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
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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.
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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 this 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 North Andover, Massachusetts.
IMSCO TECHNOLOGIES, INC.
By: /s/ Sol L. Berg
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Sol L. Berg
President
Date: September 11, 1996
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
/s/ Sol L. Berg President and Director September 11, 1996
-------------------- (Principal Executive
Sol L. Berg and Accounting Officer
Vice President and September , 1996
-------------------- Director
Alan D. Waldman
Vice President and September , 1996
------------------- Director
James Yurak
/s/ Vernon Oberholzer Director September 11, 1996
--------------------
Vernon Oberholzer
/s/ Vic Bauer Director September 11, 1996
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Vic Bauer
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------ ------- ----
4.1 Articles of Incorporation N/A
of the Company, filed as
an Exhibit to the Company's
Current Report on Form 8-K,
dated July 12, 1996
4.2 By-Laws of the Company, N/A
filed as an Exhibit to the
Company's Registration
Statement on Form S-18, File
No. 2-98084-D, and incorporated
by reference herein.
5 Opinion of Campbell & Fleming, P.C. 8
24.1 Consent of Gordon, Harrington & 9
Osborne, P.C.
24.2 Consent of Campbell & Fleming, P.C. N/A
(Included in Exhibit 5)
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 (relating to 200,000 shares of Imsco Technologies, Inc. Common
stock, par value $.001, to be issued pursuant to the Edmund Abramson
Consulting Agreement) of our report, dated April 11, 1996, which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
ability of Imsco Technologies, Inc. To continue as a going concern,
accompanying the Annual Report on Form 10-KSB of Imsco Technologies, Inc. for
the year ended December 31, 1995 and to the reference of us in the
Prospectus, which is part of this Registration Statement, under the caption
entitled "Experts".
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Gordon, Harrington & Osborn, P.C.
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September 11, 1996
Imsco Technologies, Inc.
40 Bayfield Drive
North Andover, Massachusetts 01845
Re: Registration Statement on Form S-8
Imsco Technologies, Inc.
------------------------
Ladies and Gentlemen:
We refer to the registration by the Company of up to 200,000 shares (the
"Shares") of Common Stock (the "Common Stock") of Imsco Technologies, Inc., a
Delaware corporation (the "Company"), pursuant to the Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on or about
September 12, 1996 (the "Registration Statement"), as subsequently amended
from time to time.
We have examined copies of said Registration Statement on Form S-8 under
the Securities Act of 1933, as amended. We have conferred with officers of
the Company and have examined the originals, or photostatic, certified or
conformed copies, of such records of the Company, certificates of officers of
the Company, certificates of public officials, and such other documents as we
have deemed relevant and necessary, as a basis for the opinions set forth
herein. In connection with such examinations, we have assumed the
authenticity of all documents submitted to us as originals or duplicate
originals, the conformity to original documents of all document copies, the
authenticity of the respective originals of such latter documents, and the
correctness and completeness of such certificates. Finally, we have obtained
from officers of the Company such assurances as we have considered necessary
for the purposes of this opinion.
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Imsco Technologies, Inc.
September 11, 1996
Page 2
On the basis of the foregoing, and such other matters of fact and
questions of law as we have deemed relevant in the circumstances, and in
reliance thereon, it is our opinion that (i) the 100,000 Shares presently
issued and outstanding have been duly authorized and are validly issued, full
paid and non-assessable; and (ii) the 100,000 Shares issuable upon the
exercise of options authorized under the Company's Edmund Abramson Consulting
Agreement Stock Plan have been duly reserved for issuance, and upon exercise
in accordance with the terms of the individual option grant, the shares
issued will be duly authorized, validly issued, fully paid and non-
assessable.
The undersigned hereby consent to the use of their name in the
Registration Statement and in the Prospectus forming a part of the
Registration Statement, and to references to this opinion contained
therein under the caption of the Prospectus entitled "Legal Matters".
This opinion is limited to the matters herein, and may not be relied
upon by any other person or for any other purpose other than in connection
with the corporate authority for and the validity of the issuance of the
Shares.
Very truly yours,
CAMPBELL & FLEMING, P.C.
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