Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Registration Statement on Form S-8 5 27K
2: EX-5.1 Opinion of Popov & McCullough, LLP 1 8K
3: EX-10.10 1998 Consultant & Employee Stock Compensation Plan 4 15K
4: EX-24.2 Consent of Ludlow & Harrison, A CPA Corporation 1 6K
As filed with the Securities and Exchange Commission on December 30, 1999.
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRI-NATIONAL DEVELOPMENT CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
WYOMING
--------------------
(State or other jurisdiction of incorporation or organization)
22-2726569
-------------------
(I.R.S. employer identification no.)
480 Camino Del Rio South, Suite, San Diego, California 92108
------------------------------------------------------------
(Address of principal executive office)
1998 Consultant and Employee Stock Compensation Plan
----------------------------------------------------
(Full title of the Plan)
Dray, Thompson & Dyekman, 204 East 22nd St., Cheyenne, WY 82001
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(Name and address of agent for service)
307-634-8891
------------
(Telephone number, including are code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount of Max Off. Maximum Amount of
to be Registered Securities to Price Aggregate Registration
---------------- be Registered Per Share Offering Fee
------------- --------- -------- ---
Common Stock, 2,000,000 $.57 (1) $1,140,000 (1) $316.92
no par value
(1) Calculated in accordance with Rule 457(b)(1) using the average of the
bid and asked prices for the common stock on December 21,1999.
(2) Stock issued under the Registrant's 1998 Consultant and Employee Stock
Compensation Grant Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
----------------
The documents containing the information specified in this Part 1 will
be sent or given to employees as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses supplements pursuant to Rule 424.
These documents and the documents incorporated by references in this
Registration statement pursuant to Part II, Item 3 below, taken together,
constitute a prospectus that meets the requirements of Section 10 (a) of
the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND CONSULTANT AND EMPLOYEE STOCK
--------------------------------------------------------
COMPENSATION PLAN.
-----------------
The Registrant shall provide to participants a written statement
advising them of the availability, without charge, upon written or oral
request, of documents incorporated by reference in Item 3 of Part II hereof
and of documents required to be delivered pursuant to Rule 428(b) under the
Act. The statement will include the address listing the title or
department and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The registrant incorporates the following documents by reference into
this Registration Statement:
(1) The registrant's Annual Report on Form 10-KSB filed for the year
ended April 30, 1999, (filed under the name of Tri-National
Development Corp.);
(2) The registrant's Quarterly Report on Form 10-QSB for the quarter
ended July 31, 1999.
All other documents filed by registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities offered have been sold or which de-registers the securities
covered hereunder which remain unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from
the date of filling of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Mr. Paul G. Goss is in-house counsel to the Company. He has received
200,000 shares of Common Stock for services previously rendered to the
Company, which shares are included in this Registration Statement.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
-----------------------------------------
The registrant's Articles of Incorporation and Bylaws and the Wyoming
General Corporation Law provide for indemnification of directors and
officers against certain liabilities. Officers and directors of the
registrant are indemnified generally against expenses actually and
reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith,
were not found guilty, and, in any criminal matter, had reasonable cause to
believe that their conduct was not unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
4.1 Articles of Incorporation (Incorporated by Reference
from an Exhibit of the Registrant's Registration
Statement on Form 10SB).
4.2 By-Laws (Incorporated by Reference from an Exhibit
of the registrant's Registration Statement on Form 10SB).
5.1 Opinion of Popov and McCullogh, LLP, Attorneys at
Law regarding legality of shares being issued
10.10 1998 Consultant and Employee Stock Compensation Plan
24.1 Consent of Popov and McCullogh, LLP, Attorneys at
Law (Included in Exhibit 5.1)
24.2 Consent of Ludlow and Harrison, a CPA corporation
ITEM 9. UNDERTAKINGS.
------------
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, including (but not limited to) any
addition or election of a managing underwriter.
(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 to the securities offered therein, and
the offering of such securities offered 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company'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
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 Company 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 Company will, unless
in the opinion of its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions
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.
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 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 San Diego, State of California,
on this 29 day of December, 1999.
TRI-NATIONAL DEVELOPMENT CORP.
By: /s/ MICHAEL A. SUNSTEIN
--------------------------------
Michael A. Sunstein, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 29 of December 1999 by the
following persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ MICHAEL A. SUNSTEIN President (principal executive officer)
----------------------------- and Director
Michael A. Sunstein
/s/ JASON SUNSTEIN Secretary
-----------------------------
Jason Sunstein
/s/ GILBERT F. FUENTES Treasurer
-----------------------------
Gilbert F. Fuentes
/s/ JERRY PARKER Director
-----------------------------
Jerry Parker, M.D.
/s/ SHANE KENNEDY Director
-----------------------------
Shane Kennedy
/s/ TED TAKACS Director
-----------------------------
Ted Takacs
/s/ JAY PASTERNAK Director
-----------------------------
Jay Pasternak
/s/ ROBERT ROSEN Director
-----------------------------
Robert Rosen, M.D.
/s/ ARTHUR LILLY Director
-----------------------------
Arthur Lilly
Dates Referenced Herein and Documents Incorporated by Reference
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