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 Intrepid Holdings, Inc. Form S-8 5 26K
2: EX-4 2005 Stock Plan for Directors, Officers and 12 75K
Consultants
3: EX-5 Legal Opinion 2± 8K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Intrepid Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
88-0465858
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(I.R.S. Employer Identification No.)
3200 Wilcrest, Suite 380, Houston, Texas 77042
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(Address of Principal Executive Offices) (Zip Code)
2005 Stock Plan for Directors, Officers and Consultants
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(Full title of the plan)
Maurice Stone, 3200 Wilcrest, Ste. 575, Houston, Texas 77042
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(Name and address of agent for service)
(713) 278-1990
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE OFFERING
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER PRICE AMOUNT OF
REGISTERED REGISTERED SHARE REGISTRATION FEE
Common Stock 3,000,000 $0.365 $730,000 $117.70
<FN>
(1) Includes Common Stock and any underlying Warrants plus such indeterminate number
of shares of Common Stock of the Registrant as may be issuable by reason of the
anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the
registration fee was computed on the basis of the market value of the shares of Common
Stock underlying the Warrants to be registered hereby estimated in accordance with Rule
457(c), solely for the purpose of computing the registration fee, on the basis of the
average of the bid and ask price per share of Common Stock of the Registrant on December
19, 2005.
PART I
ITEM 1. PLAN INFORMATION.
(A) GENERAL PLAN INFORMATION
TITLE OF THE PLAN: 2005 STOCK PLAN FOR DIRECTORS, OFFICERS AND CONSULTANTS
The 2005 Stock Plan for Directors, Officers and Consultants was approved to
enhance the ability of Intrepid Holdings, Inc. to attract and retain highly
qualified and experienced directors, officers, and consultants. Three million
shares of common stock (3,000,000) have been reserved for issuance by the Board
of Directors under the Plan. The Board may amend, alter or discontinue the Plan
but no amendment or alteration shall be made which would impair the rights of
any participant without his consent. The Plan is not subject to the provisions
of the Employment Retirement Income Security Act of 1974. The Plan was approved
by the Board of Directors on October 20, 2005 and will expire ten years from its
effective date. Participants may obtain additional information by contacting
the Agent for Service of Process indicated on the cover page of this
registration statement. The existence of the Plan does not preclude the Board
from adopting other or additional incentive arrangements in the future.
The Plan is administered by the Compensation Committee of the Board of Directors
under the supervision of the Board of Directors. The Board has authorized 3
million shares of common stock to be reserved and set-aside under the Plan.
Shares granted under the Plan shall have all voting rights, dividend rights and
all other rights held by all other owners of the Company's common stock. No
grants of stock or stock options have been made under the plan prior to the date
of this registration statement. The Committee may also make eligible grants of
preferred stock under the terms of the Plan. In addition, the Committee may
make grants of restricted stock under the Plan and participants who receive such
restricted stock will not be able to sell such stock unless the stock can be
sold under a recognized exemption from the registration requirements of the
Securities Act or under the provisions of Rule 144.
Eligible participants under the Plan include directors, employees, officers and
consultants, advisors and attorneys of the Company and its wholly owned
subsidiary. Grants may include bonuses, and other incentive compensation to
eligible participants in the Plan. If a recapitalization of the Company's
securities should occur at any time during which employees have outstanding
option right under the Plan, such as a stock split, or stock dividend, then the
number of shares exercisable by the Plan participant shall be adjusted as
provided in the option or warrant.
All plan participants will receive complete plan information in addition to the
option or warrant agreement related specifically to the stock grant for that
participant. In addition, the Company will provide to each participant a copy
of its annual report.
Participants receiving grants under the plan will experience certain tax
consequences related to the value of the securities they receive on the date of
the grant. This means that if a participant receives a grant with a value
higher than the cost basis of that employee in the grant (a stock option for
example), then the participant will be liable for the value of the security on
the date of the grant as income.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The registrant will provide a written statement to participants advising them of
the availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II of the registration statement,
and stating that these documents are incorporated by reference in the Section
10(a) prospectus. A copy of the Plan and Annual report shall be made
available to all eligible participants upon written or oral request to the Plan
Administrator, Mr. Maurice Stone, 3200 Wilcrest, Ste. 380, Houston, Texas 77042
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The registrant hereby incorporates by reference the documents listed in (a)
through (c) below. All documents subsequently filed by it pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be part thereof from the date of filing of such documents.
(a) The registrant's latest annual report on Form 10-KSB.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the registrant document referred
to in (a) above.
(c) The description of securities contained in earlier SEC filings including
any amendment or report filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Incorporated by reference from earlier SEC filings.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our corporate documents, including our Bylaws provide for the indemnification of
our Directors and Officers to the full extent permitted by Law. If a claim is
made against the Company or its Directors and Officers, this indemnification
obligation could effect the value of our securities and impact our operations.
A corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
A corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit 4: 2005 Stock Plan for Directors, Officers and Consultants
Exhibit 5: Legal Opinion
ITEM 9. UNDERTAKINGS
The registrant hereby undertakes to file, during the period in which any offers
or sales are being made, a post-effective amendment to this registration
statement to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 and to reflect in such prospectus any material change in
the information contained in this registration statement and 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 registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference it the
prospectus and furnish pursuant to any meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, to deliver or cause
to be delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in the
prospectus.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
/s/ Thomas Cloud
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Thomas Cloud, President and Accounting Officer
/s/ Maurice Stone
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Maurice Stone, Chairman
/s/ Jonathan Gilchrist
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Jonathan Gilchrist, Director
/s/ Toney Means
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Toney Means, Director
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-8’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on / Effective on: | | 1/17/06 | | | | | | | None on these Dates |
| | 12/19/05 | | 1 |
| | 10/20/05 | | 2 |
| List all Filings |
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