<PAGE> 1
As Filed with the Securities and Exchange Commission on July 26, 1996
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
IAS COMMUNICATIONS, INC.
(Exact name of issuer as specified on its charter)
OREGON 91-1063549
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8, CANADA
(Address of principal executive offices)
GREGORY RUFF STOCK OPTION AGREEMENT
(Full title of the plans)
Please send copies of all communications to:
JOHN G. ROBERTSON JAMES L. VANDEBERG, ESQ.
President, IAS Communications, Inc. Graham & Dunn, P.C.
#185-10751 Shellbridge Way 1420 Fifth Avenue, 33rd Floor
Richmond, British Columbia V6X 2W8 Seattle, Washington 98101
(604) 278-5996 (206) 624-8300
(Name, address including zip code, telephone number,
including area code, of agent for service)
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
================================================================================================================
<S> <C> <C> <C> <C>
Class A Voting Stock,
No par value 50,000 $1.25 $ 62,500.00 $100.00
================================================================================================================
</TABLE>
(1) This number represents shares of the Registrant's Class A voting stock,
no par value per share ("Common Stock") being registered for issuance
under the individual stock option agreement below; together with an
indeterminate number of additional shares which may be necessary to
adjust the number of shares reserved for issuance pursuant to the
Agreement as a result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock:
Stock Option Agreement with Gregory Ruff Dated 4/12/96
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(h)(1) under the Securities Act
of 1933, as amended (the "Securities Act"), the price per share is
estimated based on the per share exercise price of the stock option as
set forth in the individual stock option agreement.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
Registration Statement:
(a) The description of the Common Stock contained in the Registrant's
Prospectus included in the Registration Statement on Form SB-1 (Registration No.
33-95292), including any amendments or reports filed for the purpose of updating
such description.
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation (the "Articles") provide
that the Registrant must indemnify each of its (i) fiduciaries within the
meaning of the Employee Retirement Income Security Act of 1974, as amended, with
respect to any employee benefit plan, and (ii) directors and officers, to the
fullest extent permitted under the Oregon Business Corporation Act ("OBCA")
against all liabilities incurred by reason of the fact that the person is or was
a director or officer of the Registrant or a fiduciary of an employee benefit
plan, or is or was serving at the request of the Registrant as a director or
officer, or fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The effect of these provisions is potentially to indemnify the
Registrant's directors and officers from all costs and expenses of liability
incurred by them in connection with any action, suit or proceeding in which they
are involved by reason of their affiliation with the Registrant.
<PAGE> 4
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5.1 Opinion of Graham & Dunn, P.C. Regarding the Legality of the Common
Stock Being Registered
23.1 Consent of Elliott Tulk Pryce Anderson, Chartered Accountants
23.2 Consent of Graham & Dunn, P.C. (Included in Opinion Filed as Exhibit 5.1)
24.1 Power of Attorney (see Signature Page and Unanimous Consent Resolutions
of the Registrant's Board of Directors)
99.1 Gregory Ruff Stock Option Agreement
</TABLE>
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;
(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, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 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, 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.
<PAGE> 5
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
C. 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 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 of 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.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Vancouver, Province of British Columbia, on the 31st
day of May, 1996.
IAS COMMUNICATIONS, INC.
By: /s/ John G. Robertson
-------------------------------------
John G. Robertson
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints John G. Robertson as his true and lawful attorney-in-fact and agent
to act in his name, place and stead and to execute in the name and on behalf of
each person, individually and in each capacity stated below, and to file any and
all amendments to this Registration Statement, including any and all
post-effective amendments.
Pursuant to the requirements of the Securities Act, this Power of
Attorney has been signed by the following persons in the capacities indicated,
on the 31st day of May, 1996. This Power of Attorney may be executed in
counterpart original, which may be transmitted via facsimile.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ James Earl Smith Chairman of the Board of Directors
- ------------------------------
James Earl Smith
/s/ John G. Robertson President and Chief Executive Officer
- ------------------------------ and Director
John G. Robertson
/s/ Jennifer Lorette Secretary/Treasurer, Principal Financial Officer
- ------------------------------ and Principal Accounting Officer
Jennifer Lorette
/s/ Patrick Badgley Director
- ------------------------------
Patrick Badgley
/s/ Paul E. Lamarche Director
- ------------------------------
Paul E. Lamarche
</TABLE>
<PAGE> 7
LIST OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5.1 Opinion of Graham & Dunn, P.C. Regarding the Legality of the Common Stock
Being Registered
23.1 Consent of Elliott Tulk Pryce Anderson, Chartered Accountants
23.2 Consent of Graham & Dunn, P.C. (Included in Opinion Filed as Exhibit 5.1)
24.1 Power of Attorney (see Signature Page and Unanimous Consent Resolutions of the
Registrant's Board of Directors)
99.1 Gregory Ruff Stock Option Agreement
</TABLE>
<PAGE> 1
July 23, 1996
Board of Directors
IAS Communications, Inc.
185-10751 Shellbridge Way
Richmond, B.C.
Canada V6X 2W8
RE: 50,000 SHARES OF CLASS A VOTING STOCK -- LEGAL OPINION
CONCERNING THE VALIDITY OF SECURITIES OFFERED
Ladies and Gentlemen:
We have acted as counsel to you in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 50,000 shares of
common stock, no par value per share (the "Shares") of IAS Communications, Inc.,
an Oregon corporation (the "Company"), authorized for issuance under the terms
of a stock option agreement between the Company and Mr. Gregory Ruff (the "Stock
Option Agreement"). A Registration Statement on Form S-8 (the "Registration
Statement") is being filed under the Act with respect to the offering of the
Shares.
In connection with the offering of the Shares, we have examined: (i)
the Stock Option Agreement, which is filed as Exhibit 99.1 to the Registration
Statement; (ii) the Registration Statement, including the remainder of the
exhibits; and (iii) such other documents as we have deemed necessary to form the
opinions hereinafter expressed. As to various questions of fact material to such
opinions, where relevant facts were not independently established, we have
relied upon statements of officers of the Company.
Our opinion assumes that (i) the Shares are issued in accordance with
the terms of the Stock Option Agreement and the Company's Bylaws and (ii) the
Company continues to have sufficient shares of common stock, no par value,
available for issuance upon exercise of the options.
Based and relying solely upon the foregoing, we are of the opinion that
(i) the Shares that will be issued upon the exercise of stock options granted
pursuant to the Stock Option Agreement have been duly authorized and (ii) upon
issuance of the Shares by
<PAGE> 2
Board of Directors
IAS Communications, Inc.
July 5, 1996
Page 2
the Company and receipt of the consideration therefor in accordance with the
terms of the Stock Option Agreement after the Registration Statement has become
effective under the Act, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. This consent shall not be construed to cause us to be in
the category of persons whose consent is required to be filed pursuant to
Section 7 of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ Graham & Dunn
------------------
GRAHAM & DUNN
<PAGE> 1
Exhibit 23.1
CONSENT OF CHARTERED ACCOUNTANTS
Board of Directors
IAS Communications, Inc.
By reference in the form S-8 registration to the S-1 registration statement we
consent to the use of our report dated January 4, 1996 on the financial
statements of IAS Communications, Inc. as of October 31, 1995 and April 30, 1995
that are included in the S-1 registration statement.
Dated this 23rd day of July, 1996
ELLIOTT, TULK, PRYCE, ANDERSON
/s/ Don M. Prest, C.A.
- -----------------------
Don M. Prest, C.A.
Partner
<PAGE> 1
Exhibit 24.1
UNANIMOUS CONSENT RESOLUTIONS
OF THE BOARD OF DIRECTORS
OF
IAS COMMUNICATIONS, INC.
May 21, 1996
The following action is hereby taken by the Board of Directors (the
"Board") of IAS COMMUNICATIONS, INC., an Oregon corporation, (the "Company") in
lieu of a special meeting of the Board as authorized by the Oregon Revised
Statutes:
RECITALS
A. Gregory Ruff is an employee of the Company.
B. The Board of the Company and Mr. Ruff desire to amend certain terms
of an agreement dated April 11, 1996, to issue Mr. Ruff options to purchase
shares of common stock as partial compensation for services rendered to the
Company.
RESOLUTIONS
AUTHORIZATION TO GRANT AND EXECUTE
STOCK OPTION AGREEMENT
RESOLVED: That the Company is hereby authorized to grant to Gregory
Ruff, options to purchase up to 50,000 shares of Class A voting stock, no par
value per share, at an exercise price of $1.25 per share (U.S.). The options
will vest according to the following schedule: 12,500 shares will be exercisable
immediately upon the granting of the option; and additional 12,500 shares will
be exercisable 90 days after the date of grant; and additional 12,500 shares
will become exercisable 180 days after the date of grant; and the final 12,500
shares will be exercisable 270 days after the date of grant. The options expire
one year from the date of grant. The effective date of grant is May 21, 1996.
FURTHER RESOLVED: That the proper officer of the Company (the "Proper
Officer") is authorized to execute a Stock Option Agreement on behalf of the
Company with Mr. Ruff, reflecting the foregoing terms.
SEC REGISTRATION AND BLUE SKY FILINGS
FURTHER RESOLVED: That the Proper Officer, with the assistance of
counsel, is authorized to execute and file with the Securities and Exchange
Commission (the "SEC"), and any applicable state securities authorities, a
Registration Statement on Form S-8 (the "Registration Statement"), and any
necessary amendments thereto to cause the shares of Common Stock to be issued
pursuant to the Stock Option Agreement to be registered or otherwise exempt from
registration under the Securities Act of 1933, as amended.
<PAGE> 2
POWER OF ATTORNEY
FURTHER RESOLVED: That the Proper Officer is authorized to execute a
Power of Attorney, and John G. Robertson are hereby authorized to sign on the
Company's behalf, the Registration Statement and all amendments and related
documents, and to file the same with the SEC.
GENERAL
FURTHER RESOLVED: That Proper Officer is authorized and directed to do
and perform all such other acts and things, to pay all necessary fees, to sign
all such documents and certificates and to take such other steps as may be
necessary, advisable, convenient or proper to carry out the full intent of the
foregoing Resolutions, and to comply fully with all applicable rules and
regulations.
PROPER OFFICER
FURTHER RESOLVED: That for the purposes of the foregoing Resolutions,
the Proper Officer of the Company is John G. Robertson, President of the
Company.
CORPORATE DOCUMENTATION
FURTHER RESOLVED: That an instrument evidencing the written consent of
the directors of the Corporation to the within and foregoing resolutions be
placed in the minute book of the Corporation.
UNANIMOUS CONSENT
The undersigned, constituting all of the Directors of IAS
COMMUNICATIONS, INC., hereby consent to the foregoing action as of the 21st day
of May, 1996. This document may be executed in any number of counterparts, all
of which taken together shall constitute one document, and any of the parties
referenced below may execute this document by signing any such counterpart.
/s/ John G. Robertson /s/ Dr. James Smith
- ------------------------------------ --------------------------------------
John G. Robertson Dr. James Smith
/s/ Patrick Badgley /s/ Paul Lamarche
- ------------------------------------ --------------------------------------
Patrick Badgley Paul Lamarche
<PAGE> 1
Exhibit 99.1
THIS AGREEMENT MADE AS OF THE 12TH DAY OF APRIL, 1996
BETWEEN:
IAS Communications, Inc., a US Corporation incorporated under
the laws of the State of Oregon and having an office at #185 -
10751 Shellbridge Way, Richmond, B.C. Canada, V6X 2W8
(herein called "the Company")
OF THE FIRST PART
AND:
GREG RUFF residing at 6411 South Auer Street, Spokane, WA,
99223
(herein called "the Optionee")
OF THE SECOND PART
WHEREAS:
A. The Company is a reporting company incorporated under the laws of the
State of Oregon,
and
B. The Optionee is an Employee of the Company.
NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of other good and
valuable consideration and the sum of $1.00 paid by the Optionee to the Company,
the receipt and sufficiency of which is acknowledged by the Company, it is by
and between the parties as follows:
1. In this Agreement, the term "Share" or "Shares" shall mean one or
more common shares without par value in the capital of the Company as
constituted at the date of this Agreement.
2. The Company hereby grants to the Optionee an irrevocable and
non-assignable Option, subject to the provisions contained herein (the "Option")
to purchase 50,000 Class A, voting Shares of the Company (the "Optioned Shares")
at the price of $1.25 U.S. per Optioned Share.
3. The Optionee agrees that 25% (12,500 shares) are free trading
initially and also agrees not to sell in excess of 25% of the Optioned Shares
within a 90 day period commencing on the date which the Securities and Exchange
Commission declared the IAS Registration Statement effective. Therefore an
additional 25% may be sold within 180 days and an additional 25% within 270
days. All stock certificates representing these option periods that are not
qualified to become free trading upon the immediate exercise of this option will
have legends on them reflecting their restriction.
- 1 -
<PAGE> 2
4. The Optionee shall, subject to the terms hereof, having the right to
exercise the Option in its entirety for a term ending at the close of business
on April 24, 1996 (the Expiry Date). On the Expiry Date, the Option shall,
subject to Paragraph 4 hereof, expire and terminate and be of no further force
or effect whatsoever.
5. In the event of:
(a) the death of the Optionee on or prior to the Expiry Date the
legal representatives of the Optionee will notwithstanding the
provisions of paragraph 3 hereof, have six months from the
date of such a death in which to acquire those Optioned Shares
which the Optionee was entitled to purchase under the terms
hereof at the time of death;
(b) the resignation of the Optionee from the Company prior to the
Expiry Date, the Optionee will, notwithstanding the provisions
of paragraph 3 hereof, have 30 days from the date of such
resignation to acquire those Optioned Shares which the
Optionee was entitled to purchase at the time of resignation;
(c) the discharge of the Optionee from the Company, the Option
shall at the date of such discharge have 30 days from the date
of termination to exercise said Option and then shall be
terminated and have no further force of effect whatsoever.
6. Subject to the provisions of Paragraph 4, the Option shall be
exercisable by the Optionee or his legal personal representatives tendering a
notice in writing at the offices of the Company in Richmond, British Columbia,
specifying the number of shares being purchased, together with a cheque in
favour of the company in an amount equal to the full purchase price of the
number of shares so specified upon any such exercise of Option as aforesaid, the
Company shall forthwith cause the Transfer Agent and Registrar of the Company to
deliver to the Optionee or his legal personal representatives (or as the
Optionee may otherwise direct in the notice of exercise if Option) a certificate
or certificates in the name of the Optionee or his legal personal representative
(or as the Optionee may other wise direct in the notice of exercise of Option)
representing in the aggregate such number of shares as the Employee or legal
personal representative shall have then paid for.
7. Nothing herein contained or done pursuant hereto shall obligate the
Optionee to purchase and/or pay for any Optioned Shares except those Optioned
Shares in respect of which the Optionee shall have exercised his Option in the
manner provided.
8. The number of common shares deliverable upon the exercise of the
Option shall be subject to adjustment in the events and in the manner following:
(a) in the event of any subdivision or subdivisions of the shares
of the Company as such shares are constituted on the hereof,
at any time while the Option is in effect into a greater
number of shares hereunder, in addition to the number of
shares in receipt of which the right to purchase in then being
exercised, such additional number of shares as a result from
said subdivision or subdivisions without the
- 2 -
<PAGE> 3
Optionee making any additional payment or giving any other
consideration therefor.
(b) in the event of any consolidation or consolidations of the
shares of the Company as such shares are constituted on the
date hereof, at any time while the Option is in effect, into a
lesser number of shares, the Company will thereafter deliver
and the Optionee shall accept, at the time of purchase of
shares hereunder, in lieu of the number of shares in respect
of which the right to purchase is then being exercised, the
lesser number of shares as a result from such consolidation or
consolidations.
(c) in the event of any change of the shares of the Company as
such shares are constituted on the date thereof, at any time
while the Option is in effect, the company will thereafter
deliver at the time of purchase of shares hereunder the number
of shares of the appropriate class resulting from the said
change as the Employee would have been entitled in receive in
respect on the number of shares so purchased had the right to
purchase been exercised before such change.
(d) in the event of any capital reorganization, reclassification
or change of outstanding equity shares (other than a change in
the par value thereof) of the Company or in the event of and
consolidation, merger, or amalgamation the Company with or
into any other company or in the event of any sale of the
property of the Company as or substantially as an entirety at
any time while the Option is in effect, the Optionee shall
thereafter have the right to purchase and receive, in lieu of
the shares immediately theretofore purchasable and receivable
upon the exercise of the Option, the kind and amount of shares
and other securities and property receivable upon such capital
reorganization, reclassification, change, consolidation,
merger, amalgamation or sale which the holder of the number of
shares equal to the number of shares immediately theretofore
purchasable and receivable upon the exercise of the Option
would have received as a result of such. The subdivision or
consolidation of shares at any time outstanding into a greater
or lesser number of shares (whether with or without par value)
shall not be deemed to be a capital reorganization or a
reclassification of the capital of the Company for the purpose
of this paragraph (d);
(e) the adjustments provided for in this paragraph are cumulative;
(f) the Company shall not be required to issue fractional shares
in satisfaction of its obligations hereunder. Any fractional
interest in a share that would, except for the provisions of
this paragraph (f), be deliverable upon the exercise of the
Option shall be cancelled and not deliverable by the Company;
(g) if any questions shall at any time arise with respect to the
exercise price of number of shares deliverable upon exercise
of the Option, such questions shall be conclusively determined
by the Company's Auditors, or if they decline to so act
- 3 -
<PAGE> 4
any other firm of Chartered Accountants, in Vancouver, that
the Company may designate and who shall have access to all
appropriate records and such determination shall be binding
upon the Company and the Optionee.
9. The Optionee shall have no rights whatsoever as a shareholder in
respect of any of the Optioned Shares (including and rights to receive dividends
or other distributors thereon) other than in respect of Optioned Shares in
respect of which the Optionee shall have exercised his Option and which the
Optionee shall have actually taken up and paid for.
10. The provisions of this Agreement and the exercise of the rights
hereinbefore granted to the Optionee are subject to the approval of relevant
regulatory authorities.
11. The Company hereby covenants and agrees to and with the Optionee
that it will reserve in its treasury sufficient shares to permit the issuance
and allotment of the Optioned Shares to the Optionee in the event the Option or
any part thereof is exercised.
12. This Option granted was subject to shareholder approval which has
been obtained prior to the exercise of the Option.
13. Time shall be the essence of this Agreement.
14. This Agreement shall enure to the benefit of and be binding upon
the Company, its successors and assigns, and the Optionee, and his legal
personal representatives to the extent provided in Paragraph 4 hereof. This
Agreement shall not be assignable by the Optionee or his legal personal
representatives.
- 4 -
<PAGE> 5
IN WITNESS WHEREOF the parties hereto have hereunto executed these
presents as of the day and year first above written.
THE CORPORATE SEAL OF )
IAS Communications, Inc. )
was hereunto affixed in the presence of: )
)
)
/s/ John Robertson )
- ---------------------------------- )
Authorized Signatory ) c/s
)
)
/s/ Jennifer Lorette )
- ---------------------------------- )
Authorized Signatory )
)
SIGNED, SEALED AND DELIVERED ) /s/ Greg Ruff
) --------------------------
by in the presence of: ) GREG RUFF
)
- ---------------------------------- )
- ----------------------------------
- ----------------------------------
- 5 -
