<PAGE>
As Filed with the Securities and Exchange Commission on April 23, 1997
Registration No. 33-
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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)
PERFORMANCE STOCK PLAN
(Full title of the plan)
Please send copies of all communications to:
JOHN G. ROBERTSON JAMES L. VANDEBERG, ESQ.
President, IAS Communications, Inc. Vandeberg Johnson & Gandara
#185-10751 Shellbridge Way 600 University Street, Suite 2424
Richmond, British Columbia V6X 2W8 Seattle, Washington 98101-1192
(604) 278-5996 (206) 464-0404
(Name, address including zip code, telephone number, including area code, of
agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Title of Securities Amount Being Proposed Maximum Proposed Maximum Amount of
Being Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
=======================================================================================================================
<S> <C> <C> <C> <C>
Class A Voting
Stock, No Par Value 1,000,000 $2.20 $2,200,000 $759.00
=======================================================================================================================
</TABLE>
(1) This number represents shares of the Registrant's Class A voting common
stock, no par value per share ("Common Stock") being registered for
issuance under the Performance Stock Plan (the "Plan").
(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 current market price of the shares of common stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the Registration
Statement:
(a) The Registrant's annual report on Form 10-KSB.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act).
(c) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 10-SB, including any amendments or reports filed
for the purpose of updating such description.
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 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, 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>
ITEM 8. EXHIBITS.
Exhibit Number Description
- -------------- -----------
5.1 Opinion of Vandeberg Johnson & Gandara regarding the legality
of the Common Stock being registered
23.1 Consent of Elliott Tulk Pryce Anderson, Chartered Accountants
23.2 Consent of Vandeberg Johnson & Gandara (Included in Opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (See Signature Page)
99.1 Copy of the Performance Stock Plan
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>
(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 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.
<PAGE>
SIGNATURES
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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 2nd
day of April, 1997.
IAS COMMUNICATIONS, INC.
By:/s/ John G. Robertson
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John G. Robertson
President and Chief Executive Officer
POWER OF ATTORNEY
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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, as of the
2nd day of April, 1997. This Power of Attorney may be executed in counterpart
original, which may be transmitted via facsimile.
Signature Title
--------- -----
/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
<PAGE>
LIST OF EXHIBITS
Exhibit
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Number Description
- ------ -----------
5.1 Opinion of Vandeberg Johnson & Gandara regarding the legality of the
Common Stock being registered
23.1 Consent of Elliott Tulk Pryce Anderson, Chartered Accountants
23.2 Consent of Vandeberg Johnson & Gandara (Included in Opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 Copy of Performance Stock Plan
<PAGE>
[LETTERHEAD OF VANDEBERG JOHNSON & GANDARA]
April 23, 1997
Board of Directors
IAS Communications, Inc.
10751 Shellbridge Way
Suite 185
Richmond, B.C. V6X 2W8
CANADA
RE: 1,000,000 SHARES OF CLASS A VOTING STOCK - LEGAL OPINION
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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 1,000,000 shares of Class
A Voting Common Stock, no par value per share (the "Shares") of IAS
Communications, Inc., an Oregon corporation (the "Company"), authorized for
issuance pursuant to the Company's Performance Stock Plan. 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
Performance Stock Plan, 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 Performance Stock Plan and the Company's Bylaws and (ii) the
Company continues to have sufficient shares of Class A Voting Common Stock, no
par value, available for issuance pursuant to the Performance Stock Plan.
Exhibit 5.1
<PAGE>
Board of Directors
March 17, 1997
Page 2
Based and relying solely upon the foregoing, we are of the opinion that (i)
the Shares that will be issued pursuant to the Performance Stock Plan have been
duly authorized and (ii) upon issuance of the Shares by the Company in
accordance with the terms of the Performance Stock Plan 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,
VANDEBERG JOHNSON & GANDARA
/s/ James L. Vandeberg
James L. Vandeberg
JLV/dw
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to an aggregate of 1,000,000 shares of Common Stock of IAS
Communications, Inc. issuable pursuant to the agreements listed on the cover
page of such Registration Statement and of our reports dated June 5, 1996 with
respect to the financial statements and schedules of IAS Communications, Inc.as
of April 30, 1996 and 1995 included in its Form 10 KSB filed with the Securities
and Exchange Commission.
/s/ Elliott, Tulk, Pryce, Anderson
ELLIOTT, TULK, PRYCE, ANDERSON
Vancouver, British Columbia, Canada
April 21, 1997
<PAGE>
IAS COMMUNICATIONS, INC.
PERFORMANCE STOCK PLAN
1. PURPOSE. The purpose of this Plan is to provide additional
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incentives to key employees, officers, directors and consultants of IAS
Communications, Inc., and any of its subsidiaries, thereby helping to attract
and retain the best available personnel for positions of responsibility with
those corporations and otherwise promoting the success of the business
activities of such corporations.
2. DEFINITIONS. As used herein, the following definitions apply:
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(a) "Board" means the Board of directors of the Employer.
(b) "Common Stock" means the Employer's Class A common stock.
(c) "Committee" means the Board or the Committee appointed by the
Board in accordance with Section 4(a).
(d) "Continuous Status as an Employee" means the absence of any
interruption or termination of service as an Employee; Continuous Status as
an Employee will not be considered interrupted in the case of sick leave,
military leave, or any other approved leave of absence.
(e) "Employee" means any person employed by or serving as an
employee, consultant, officer or director of the Employer or any Subsidiary
of the Employer which is hereafter organized or acquired by the Employer.
(f) "Employer" means IAS Communications, Inc., an Oregon corporation.
(g) "Grant" means the right to receive Shares of Common Stock
pursuant to the Plan.
(h) "Shares" means shares of Common Stock to be issued under the
Plan.
(i) "Grantee" means an Employee who receives a Grant.
(j) "Plan" means this Performance Stock Plan.
1
Exhibit 99.1
<PAGE>
(k) "Subsidiary" means any other corporation of which not less than
fifty percent (50%) of the voting shares are held by the Employer or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Employer or a Subsidiary.
(l) "Performance Stock Agreements" means agreements between the
Employer and a Grantee setting forth the terms of each Grant.
3. STOCK SUBJECT TO GRANTS.
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(a) Number of Shares Reserved. The maximum number of shares which
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may be issued under the Plan is one million (1,000,000) shares of Common
Stock of the Employer. During the term of this Plan, the Employer will at
all times reserve and keep available a sufficient number of shares of its
Common Stock to satisfy the requirements of the Plan.
(b) Expired Grants. If any outstanding Grant expires for any reason
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without the Shares having been fully issued, the Shares allocable to the
unissued portion of such Grant will again become available for other
Grants.
4. ADMINISTRATION OF THE PLAN.
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(a) The Committee. The Plan is administered by the Board directly,
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acting as a Committee of the whole, or if the Board elects, by a separate
Committee appointed by the Board for that purpose and consisting of at
least three Board members, at least two of whom must be Nonemployee
Directors. All references in the Plan to the "Committee" are to such
separate Committee, if any is established, or if none is then in existence,
then to the Board as a whole. Once appointed, any such Committee must
continue to serve until otherwise directed by the Board. From time to time
the Board may increase the size of the Committee and appoint additional
members thereto, remove members (with or without cause), appoint new
members in substitution therefor, and fill vacancies (however caused). At
all times, the Board has the power to remove all members of the Committee
and thereafter to directly administer the Plan as a Committee of the whole.
(b) Meetings; Reports. The Committee shall select one of its
-----------------
members as chairman, and hold meetings at such times and places as the
chairman or a majority of the Committee may determine. All actions of the
Committee must be either by (i) a majority vote of the members of the full
Committee at a meeting of the Committee, or (ii) by unanimous written
consent of all members of the full Committee without a meeting. At least
annually, the Committee must present a written report to the Board
indicating the Employees to whom Grants
2
Exhibit 99.1
<PAGE>
have been made and the number of Shares issued pursuant to the Plan since
the date of the last such report, and in each case the date or dates of
Grants made and the number of Shares issued.
(c) Powers of the Committee. Subject to all provisions and
-----------------------
limitations of the Plan, the Committee has the authority and discretion to:
(1) Determine the Employees to whom Grants are to be made and
the number of Shares represented by each Grant;
(2) Determine all other terms and conditions of each Grant under
the Plan (including specifying the terms and conditions upon which
Shares are to be issued), which need not be identical;
(3) Modify or amend the terms of any previous Grant;
(4) Interpret the Plan;
(5) Authorize any person or persons to execute and deliver
Performance Stock Agreements or to take any other actions deemed by
the Committee to be necessary or appropriate to effectuate the Grant
by the Committee; and
(6) Make all other determinations and take all other actions
which the Committee deems necessary or appropriate to administer the
Plan in accordance with its terms and conditions.
(d) Final Authority; Limitation of Liability. The Committee's
----------------------------------------
decisions, determinations and interpretations are final and binding on all
persons, including all Grantees and any other holders or persons interested
in any Grants, unless otherwise expressly determined by a vote of the
majority of the entire Board. No member of the Committee or of the Board
may be held liable for any action or determination made in good faith with
respect to the Plan or any Grant.
5. ELIGIBILITY; LIMITATION OF RIGHTS. Grants may be made only to
---------------------------------
Employees whom the Committee, in its discretion, determines to be key Employees.
The making of Grants under the Plan is entirely discretionary with the
Committee, and the adoption of the plan does not confer upon any Employee any
right to receive any Grants unless and until made by the Committee, in its sole
discretion. Neither the adoption of the Plan nor the making of any Grant shall
confer on any Employee or Grantee any right to continued employment, nor shall
the same interfere in any way with
3
Exhibit 99.1
<PAGE>
the Employee's right or that of the Employer (or any Subsidiary) to terminate
the Employee's employment at any time.
6. GRANT TERMS; CONDITIONS. All Grants under the Plan must be (i) in
-----------------------
approved advance by the Committee; and (ii) documented in written Performance
Stock Agreements in such form as the Committee approves from time to time. All
Performance Stock Agreements must comply with, and are subject to the following
terms and conditions:
(a) Number of Shares. Each Performance Stock Agreement must state
----------------
the number of Shares subject to the Grant. Any number of Shares may be
granted to a single eligible Employee at any time and from time to time.
(b) Consideration; Manner of Vesting. The Performance Stock
--------------------------------
Agreement shall set forth the terms upon which the Shares shall be issued.
Shares are to be issued when the terms of the Performance Stock Agreement
relating to issuance of the Shares have been met.
(c) Date of Grant; Holding Period. The date of the Grant, for all
-----------------------------
purposes, is the date the Committee makes the determination to make the
Grant, as set forth in the Performance Stock Agreement. Shares obtained
pursuant to the Plan and any Grant may not be sold by any Grantee excepted
pursuant to the volume limitations of Rule 144 of the Securities Act of
1933, as amended.
(d) Death of Grantee. In the event of the death of a Grantee and
----------------
at the time of his death any Shares had not been issued, under these
circumstances, the Shares will be issued to the extent earned under the
terms of the Performance Stock Agreement to the Grantee's estate, or to
such person or persons who have acquired the right to the Shares by bequest
or by inheritance or by reason of the death of the Grantee.
(e) Disability of Grantee. If a Grantee's status as an Employee is
---------------------
terminated at any time during the Grant period by reason of a disability
and if the Grantee has earned all or any part of the Shares, the Shares
earned under the Grant shall be issued to the Grantee.
(f) Termination of Status as an Employee. If a Grantee's status as
------------------------------------
an Employee is terminated at any time after the date of a Grant for any
reason other than death or disability, as provided in Sections 6(d) and
6(e), the Grant terminates on the date of termination of status as an
Employee.
(g) Non-transferability of Grants. No Grant made under the Plan may
-----------------------------
be sold, pledged, assigned, hypothecated,
4
Exhibit 99.1
<PAGE>
transferred, or disposed of in any manner other than by will or by the laws
of descent or distribution and Shares will be issued during the lifetime of
the Grantee only to the Grantee.
(h) Conditions Upon Issuance of Shares. Shares may not be issued
----------------------------------
with respect to a Grant under the Plan unless the issuance and delivery of
such Shares pursuant thereto complies with all applicable provisions of
law, including, applicable federal, state and provincial securities laws.
As a condition to the issuance of Shares under the Plan, the Employer
may require the person receiving such Shares to represent and warrant at
the time of issuance that the Shares are being purchased only for
investment and without any present intention to sell or distribute such
Common Stock if, in the opinion of counsel for the Employer, such a
representation is required by any relevant provisions of law.
(i) Merger, Sale of Assets, Etc. In the event of the merger or
---------------------------
reorganization of the Employer with or into any other corporation, or in
the event of a proposed sale of substantially all of the assets of the
Employer, or in the event of a proposed dissolution or liquidation of the
Employer (collectively, "sale transaction") all outstanding Shares that
have not yet been earned pursuant to Grants shall lapse and shall not be
issued.
(j) Tax Compliance. The Employer, in its sole discretion, may take
--------------
any actions that it reasonably believes to be required in order to comply
with any local, state, or federal tax laws relating to the reporting or
withholding of taxes attributable to the Grant or issuance of any Shares or
the disposition of any Shares issued pursuant to the Plan, including, but
not limited to: (i) withholding from any Grantee receiving Shares a number
of Shares having a fair market value equal to the amount required to be
withheld by Employer under applicable tax laws, and (ii) withholding from
any form of compensation or other amount due a Grantee any amount required
to be withheld by Employer under applicable tax laws. Withholding or
reporting is considered required for purposes of this Section 6(j) if any
tax deduction or other favorable tax treatment available to Employer is
conditioned upon such reporting or withholding.
(k) Other Provisions. Performance Stock Agreements executed under
----------------
the Plan may contain such other provisions as the Committee deems
advisable, provided that they are not inconsistent with any of the other
terms and conditions of the Plan or applicable laws.
5
Exhibit 99.1
<PAGE>
7. TERM OF THE PLAN. The Plan is effective on the date of adoption of
----------------
the Plan by the Board. Unless sooner terminated as provided in Section 8, the
Plan will terminate on the tenth (10th) anniversary of its effective date.
Grants may be made at any time after the effective date and prior to the date of
termination of the Plan.
8. AMENDMENT; EARLY TERMINATION. The Board may terminate or amend the
----------------------------
Plan at any time and in such respects as it deems advisable, although no
amendment or termination would affect any previously made Grants, which would
remain in full force and effect notwithstanding any amendment or termination of
the Plan. Shareholder approval of any amendments to the Plan must be obtained
whenever required by applicable law(s).
* * * *
CERTIFICATE OF ADOPTION
-----------------------
I certify that the foregoing plan was adopted by the Board on March 5,
1997.
___________________________________
Jennifer Lorette
Secretary
IAS Communications, Inc.
6
Exhibit 99.1
