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As filed with the Securities and Exchange Commission on November 3, 2000
SEC File No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INDUSTRIAL ECOSYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
UTAH 94-3200034
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2040 West Broadway, Bloomfield, New Mexico 87413
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(Address of Principal Executive Offices) (Zip Code)
Marte Anderson Non-qualified Stock Option
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(Full title of the plan)
Tom Jarnagin, 2040 West Broadway, Bloomfield, New Mexico 87413
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(Name, address, including zip code of agent for service)
Telephone number, including area code, of agent for service: 505-632-1786
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
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Common Stock,
$0.001 par
value 1,200,000 $0.057 $68,400 $ 18.06
(1) Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee as determined under Regulation C, Rule 457(c)
and/or (g), of the Securities Act of 1933, based on the average of the bid and
ask price of the Registrant's common stock as reported on the NASD's OTC
Bulletin Board for the five (5) trading days prior to filing.
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INDUSTRIAL ECOSYSTEMS, INC.
Cross Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of part I of form S-8 and the section 10(a)
prospectus which will be delivered to each employee, director or consultant
who participates in the stock option plans.
Registration Statement Item Numbers and Headings Prospects Headings
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1) Plan Information Section 10(a) Prospectus
2) Registration Information and Employee
Plan Annual Information Section 10(a) Prospectus
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference:
1) The Company's Registration Statement on Form 10-SB, as amended, SEC
File No. 0-29838
2) All reports filed by the Company with the Commission pursuant to
section 13(a) or 15(d) of the Exchange Act after December 31, 1998.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 12, or 15(d) of the Exchange Act prior to the filing of
any post-effective amendment which indicates that all securities covered by
this Prospectus have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
General
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The Registrant is authorized to issue one hundred million shares of common
stock, par value $0.001 per share (the "Common Stock")and twenty-five million
shares of preferred stock, par value $0.001 per share (the "Preferred Stock").
The Registrant has 66,800,613 shares of Common Stock and no shares of
Preferred Stock issued and outstanding at November 2, 2000. Although the
Company's Board of Directors has no present intention to do so, the Board of
directors has authority, without action by or vote of the Company's
Shareholders, to issue all or part of the authorized but unissued shares. In
addition, the Company's Board of Directors has authority, without action by or
vote of the Company's Shareholders, to fix and determine the rights,
preferences, and privileges of the Preferred Stock, which may be given voting
rights superior to that of the Common Stock, which power may be used to hinder
or deter a takeover proposal, should any occur. Any issuance of additional
shares of Common Stock or Preferred Stock will dilute the percentage ownership
interest of Shareholders and may further dilute the book value of the
Company's shares.
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Common Stock
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The holders of Common Stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shares of Common Stock do
not carry cumulative voting rights and, therefore, a majority of the shares of
outstanding Common Stock will be able to elect the entire board of directors
and, if they do so, minority shareholders would not be able to elect any
persons to the board of directors. The Registrant's bylaws provide that a
majority of the issued and outstanding shares of the Registrant constitutes a
quorum for shareholders' meetings, except with respect to certain matters for
which a greater percentage quorum is required by statute or the bylaws.
Shareholders of the Registrant have no preemptive rights to acquire additional
shares of Common Stock or other securities. The Common Stock is not subject
to redemption and carries no subscription or conversion rights. In the event
of liquidation of the Registrant, the shares of Common Stock are entitled to
share equally in corporate assets after satisfaction of all liabilities.
Holders of Common Stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. The Registrant seeks growth and expansion of its
business through the reinvestment of profits, if any, and does not anticipate
that it will pay dividends in the foreseeable future.
Preferred Stock
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The authority to issue the Preferred Stock is vested in the board of directors
of the Company, which has authority to fix and determine the powers,
qualifications, limitations, restrictions, designations, rights, preferences,
or other variations of each class or series within each class which the
Company is authorized to issue. The above described authority of the Board of
Directors may be exercised by corporate resolution from time to time as the
Board of directors sees fit.
Dividend Policy
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The Registrant has not declared or paid cash dividends or made distributions
in the past, and the Registrant does not anticipate that it will pay cash
dividends or make distributions in the foreseeable future. The Registrant has
not entered into any credit or other agreements that would restrict its
ability to pay dividends, however, the Registrant currently intends to retain
and reinvest future earnings, if any, to finance its operations.
Transfer Agent
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The transfer agent for the Registrant's common stock is Atlas Stock Transfer,
5899 South State Street, Salt Lake City, Utah 84107. Tel: (801) 266-7151; Fax:
(801) 262-0907
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Except as otherwise disclosed herein, no expert or counsel for the Company
named in this registration statement as having prepared or certified any part
hereof, or as giving an opinion as to the validity of the securities being
registered was employed on a contingency basis, or has or is to receive, in
connection with the offering, a substantial interest in the Company or its
subsidiaries. In addition no such expert or counsel is connected with the
Company or its subsidiaries as a promoter, managing underwriter, voting
trustee, director, officer, or employee.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is a brief summary of certain indemnification provisions of the
Company's articles of incorporation and the Utah Revised Business Corporation
Act. This summary is qualified in its entirety by reference to the text
thereof.
Section 16-10a-901 through 909 of the Utah Revised Business Corporation Act,
as amended (the "Corporation Act"), permits a Utah corporation to indemnify
its directors and officers for certain of their acts. More specifically,
Sections 16-10a-902 and 16-10a-907 of the Corporation Act grant authority to
any corporation to indemnify directors and officers against any judgments,
fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, by reason of his or her having been a corporate director or
officer. Such provision is limited to instances where the director or officer
acted in good faith and in a manner he or she reasonable believed to be in or
not opposed to the best interests of the corporation, or, in criminal
proceedings, he or she had no reasonable cause to believe his or her conduct
was unlawful. Such sections confer on the director or officer an absolute
right to indemnification for expenses, including attorney's fees, actually and
reasonably incurred by him or her to the extent he or she is successful on the
merits or otherwise defense of any claim, issue, or matter. The corporation
may not indemnify a director if the director is adjudged liable to the
corporation or deemed to have derived an improper personal benefit in an
action in which the director is adjudged liable. Section 16-10a-906 of the
Corporation Act expressly makes indemnification contingent upon a
determination that indemnification is proper in the circumstances. Such
determination must be made by the board of directors acting through a quorum
of disinterested directors, or by the board of directors acting on the advice
of independent legal counsel, or by the shareholders. Further, Section 16-10a
904 of the Corporation Act permits a corporation to pay attorney's fees and
other litigation expenses on behalf of a director or office in advance of the
final disposition of the action upon receipt of an undertaking by or on behalf
of such director or officer to repay such expenses to the corporation if its
is ultimately determined that he or she is not entitled to be indemnified by
the corporation or to the extent the expenses so advanced by the corporation
exceed the indemnification to which he or she is entitled. Such
indemnification provisions do not exclude other indemnification rights to
which a director or officer may be entitled under the corporation's
certificate or articles of incorporation, bylaws, an agreement, a vote of
shareholders, or otherwise. The corporation may also purchase and maintain
insurance to provide indemnification.
The foregoing discussion of indemnification merely summarizes certain aspects
of the indemnification provisions of the Corporation Act and is limited by
reference to the above discussed section of the Corporation Act.
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Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to members of the board of directors, officers, employees, 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
Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
No restricted securities are being reoffered or resold pursuant to this
registration statement.
ITEM 8. EXHIBITS
Exhibits.
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Copies of the following documents are included as exhibits to this
registration statement pursuant to item 601 of regulation S-K.
SEC
Exhibit Reference
No. No. Description Location
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3.01 3 Articles of Incorporation Incorporated
by Reference*
3.02 3 Bylaws Incorporated
by Reference*
4.01 4 Specimen certificate
for Common Stock Incorporated
by Reference*
4.02 4 Marte Anderson Non-qualified Stock
Option This Filing
5.01 5 & 23 Letter opinion, including consent
of Taylor and Associates, Inc.
Attorneys and Counselors at Law,
regarding legality of Common Stock
to be issued pursuant to options
granted under the Plan. This Filing
23.01 23 Consent of HJ & Associates (formerly
Jones, Jensen & Company,)
independent certified public
accountants This Filing
25.01 25 Powers of Attorney See Signature
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* Incorporated by reference from the Company's registration statement on
Form 10-SB, as amended, filed with the Commission, SEC file No. 0-29838.
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ITEM 9. UNDERTAKINGS
REGULATION S-K
Post-Effective Amendments-Item 512(a)
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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, 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.
Filings Incorporating Subsequent Exchange Act Documents by Reference-Item
512(b)
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The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended , 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(a) of the
Securities Exchange Act of 1934) 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.
Filing of Registration Statement on Form S-8 - Item 512(h)
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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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Bloomfield, State of New Mexico, on
the 3rd day of November 2000.
INDUSTRIAL ECOSYSTEMS, INC.
By /S/ Tom Jarnagin, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Tom Jarnagin, with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to
this registration statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/S/ Tom Jarnagin Director November 3, 2000
/S/ Steven C. Justis Director November 3, 2000
/S/ Magaly Bianchini Director November 3, 2000
