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 Form S-8 / Employee Stock Options 6 27K
2: EX-4 Retainer Agreement With Horwitz & Beam 4 14K
3: EX-5 Opinion of Horwitz & Beam, Consent Included 2 9K
4: EX-23.1 Consent of Horwitz & Beam 2 6K
5: EX-23.2 Consent of Fox & Fox 2 7K
As filed with the Securities and Exchange Commission on May 19, 1997
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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
ICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_____________________
Delaware 33-0214792
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
_____________________
Gregory J. Martin, President
7203 Earldom Avenue
Playa Del Ray, CA 90293
(310) 305-1766
(Address of Registrant's principal executive offices, including zip code)
_____________________
ADVISOR COMPENSATION PLAN
(Full title of the Plan)
The Prentice Hall Corporation System, Inc.
1013 Centre Road
Wilmington, DE 19805
(800) 927-9800
(Name, address and telephone number of agent for service)
_____________________
COPIES TO:
Lawrence W. Horwitz, Esq.
Horwitz & Beam
Two Venture Plaza, Suite 380
Irvine, CA 92618
____________________
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
____________________
CALCULATION OF REGISTRATION FEE
[Enlarge/Download Table]
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
per Share Price
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Common Stock, $0.001 Par Value/1/ 5,000/1/ $3.3125/2/ $16,562.50 $5.02
====================================================================================================================================
-----------------------
/1/ Includes 5,000 shares of common stock, issuable for counseling and
advisory services to Horwitz & Beam.
/2/ Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 and based upon the average of the bid
and asked prices for the Common Stock on May 16, 1997, as reported by the
OTC Bulletin Board
ICE HOLDINGS, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
[Download Table]
Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of Prospectus
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holder
8. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holder
9. Description of Securities to be Description of Securities;
Registered
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Disclosure of Commission Position Indemnification of Directors
on Indemnification for Securities and Officers; Undertakings
Act Liabilities
DATED: May 19, 1997
PART II
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant incorporates the following documents by reference in the
registration statement:
The Company's Annual Report on Form 10-KSB filed for the year ended March
31, 1996 and the Company's Quarterly Reports on Forms 10-QSB for the quarters
ended June 30, 1996, September 30, 1996 and December 31, 1996.
All other documents filed in the future 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 deregisters 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 filing of such documents.
Item 4. Description of Securities.
-------------------------
The class of securities to be offered is registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
None.
Item 6. Indemnification of Officers and Directors
-----------------------------------------
The Company's Bylaws and the Delaware General Corporation Law provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company 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.
The Company's Certificate of Incorporation further provides that a director
of the Company shall not be personally liable for monetary damages to the
Company or its shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
the unlawful payments of dividends or stock redemption by the Company or (iv)
for any transaction from which the director derives an improper personal
benefit.
Item 7. Exemption from Registration Claimed
-----------------------------------
Inasmuch as the consultant who received the Shares of the Registrant was
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Registrant, such transaction was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act.
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Item 8. Exhibits
--------
4 Retainer Agreement with Horwitz & Beam.
5 Opinion of Horwitz & Beam, consent included, relating to the issuance
of the shares of securities pursuant to the Retainer Agreement.
23.1 Consent of Horwitz & Beam.
23.2 Consent of Fox & Fox, C.P.A.'s
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 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 relating 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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(d)
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
4
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 that 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.
5
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 Playa Del Ray, State of California, on 12 May, 1997.
ICE HOLDINGS, INC.
By: /s/ GREGORY J. MARTIN
------------------------------
Gregory J. Martin, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on and on the date indicated.
/s/ GREGORY J. MARTIN
-------------------------------------------------------
Gregory J. Martin, President, Executive Vice President,
Chief Financial Officer, Secretary, and sole Director
Date: 12 May 1997
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Dates Referenced Herein and Documents Incorporated by Reference
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