As filed with the Securities and Exchange Commission on December 23, 2003
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
BIMS RENEWABLE ENERGY, INC
(Exact name of registrant as specified in its charter)
Florida 65-0909206
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14, PLACE DU COMMERCE, SUITE 388
MONTREAL, QUEBEC, CANADA H3E 1T5
(Address of Principal Executive Offices)
CONSULTING AGREEMENT WITH Zoubir Mahroug
(Full title of the plan)
14, PLACE DU COMMERCE, SUITE 388
MONTREAL, QUEBEC, CANADA H3E 1T5
(514) 362-8188
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
Irving Rothstein, Esq.
Law Offices of Irving Rothstein
292 Madison Avenue, 20th Floor
New York, New York 10017
(212) 685-7600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time at the discretion of stockholders.
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Proposed Proposed
Title of each class of securities Amount To Maximum Maximum Amount Of
to be registered Be Registered Aggregate Price Aggregate Registration
Per Share Offering Price Fee
------------------------------------------ ------------------- ---------------------- -------------------- -----------------------
Common Stock Class B, $.001 par value per 1,250,000 $0.40(1) $500,000 $46.00
share
==================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), the closing sales price on the OTC:BB on December 22, 2003.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed byBIMS Renewable Energy, Inc. (the
"Registrant") with the Securities and Exchange Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act") are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB, filed on February
19, 2003, for the year ended September 30, 2002;
(b) The Registrant's Quarterly Report on Form 10-QSB, filed on
February 19, 2003, for the quarter ended December 31, 2003;
(c) The Registrant's Quarterly Report on Form 10-QSB, filed on June
11, 2003, for the quarter ended March 31, 2003;
(d) The Registrant's Quarterly Report on Form 10-QSB, filed on August
20, 2003, for the quarter ended June 30, 2003;
(e) The Registrant's Current Report on Form 8-K, filed on July
22, 2003;
(f) The description of the Registrant's common stock contained in the
Registrant's registration statement on Form SB-2/A (Registration
No. 333-48480) filed on March 2, 2001, including any amendments
or reports filed for the purpose of updating that description.
All documents filed subsequent ��to the date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and
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 this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 607.0850 of the Florida
Business Corporation Act also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers, directors, employees,
and agents against any liability asserted against that person and incurred by
him or her in such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of Section 607.0850 of the Florida
Business Corporation Act.
Neither the Registrant's By-Laws nor its Certificate of Incorporation
currently provide indemnification to its officers or directors. In an effort to
continue to attract and retain qualified individuals to serve as directors and
officers, the Registrant intends to adopt provisions providing for the maximum
indemnification permitted by Florida law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
5.1 Opinion of law offices of Irving Rothstein, as to the legality
of the common stock being offered.
10.1 Consulting Agreement that the Registrant entered into on December 12, 2003 with Zoubir Mahroug.
23.1 Consent of Law Offices of Irving Rothstein (included in its
opinion filed as Exhibit 5.1).
23.2 Consent of Mark Cohen, CPA.
--------------
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, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) To include any additional or changed material information
with respect to the plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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 15(d) of the
Securities Exchange Act of 1934 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.
(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.
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 described in Item 6
above, 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 Securities 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
Securities 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 Montreal, the Province of Quebec on the 18 day of December 2003.
BIMS RENEWABLE ENERGY, INC
By:/s/ Yves C. Renaud
-------------------------------------
Yves C. Renaud
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes and appoints Yves C. Renaud his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 23 day of December, 2003.
/s/ Yves C. Renaud
------------------------------ President and Director
Yves C. Renaud
/s/ Abdel Jabbar Abouelouafa
------------------------------ Chairman of the board of Directors
Abdel Jabbar Abouelouafa
<PAGE>
/s/ Marcel Mongrain
------------------------------ Director
Marcel Mongrain
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Law Offices of Irving Rothstein as to the legality of the common stock being offered.
10.1 Consulting Agreement that the Registrant entered into on December 23, 2003 with Zoubir Mahroug.
23.1 Consent of Law Offices of Irving Rothstein (included in its opinion filed as Exhibit 5.1).
23.2 Consent of Mark Cohen, CPA.
Exhibit 5.1
LAW OFFICES OF IRVING ROTHSTEIN |
_____________________ TELECOPIER (212) 696-9459 |
ATTORNEYS AT LAW 292 MADISON AVENUE NEW YORK, N.Y. 10017 (212) 685-7600 |
|
_____________________ E-MAIL IRV@IRLEGAL.com |
December 24, 2003 |
Board of Directors
BIMS Renewable Energy, Inc.
14 Place du Commerce
Suite 388
Montreal, Quebec,
Canada H3E 1T8
Gentlemen:
As counsel for your Company, I have examined your certificate of incorporation, by-laws, and such other corporate records, documents and proceeding and such questions of law as I have deemed relevant for the purpose of this opinion.
I have also, as such counsel, examined the Registration Statement (the "Registration Statement") of your Company on Form S-8, covering the registration under the Securities Act of 1933, as amended, of 1,250,000 shares of the Company's Common Stock Class B which are to be issued to a consultant of the Company (the "Consulting Stock").
On the basis of such examination, I am of the opinion that:
i.
The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Florida, with corporate power to conduct its business.
ii.
The Company has an authorized capitalization of 125,000,000 shares of Class B Common Stock.
iii.
The Consulting Stock have been duly and validly authorized and when issued in compliance with the terms of the consulting agreement will represent fully paid and non-assessable shares of the Company=s Class B Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ IRVING ROTHSTEIN
IRVING ROTHSTEIN
Exhibit 10.1
CONSULTANT AGREEMENT
BETWEEN:
BIMS RENEWABLE ENERGY INCa company legally constituted in the State of Florida and located at 14 Place du Commerce, suite 388, Montreal (QC) H3E 1T5 legally represented by Abdel Jabbar Abouelouafa and Yves C. Renaud
(the “Company”) OF THE FIRST PART
AND:
Zoubir Mahroug;
165 Place du Soleil
Montréal (QC) H3E 1R1
(the “Consultant”) OF THE SECOND PART
________________________________________________
WHEREAS the Company desires to employ the Consultant and the Consultant desires to accept such employment upon the terms and conditions set forth;
IN CONSIDERATION of the mutual covenants herein contained, the parties agree as follows:
1.
POSITION AND TITLE
The Consultant agrees that he will at all times faithfully, industriously, and to the best of his skill, ability, experience and talents, perform all of the duties required in the implantation of the new Intelligent on-line system for the control and operation of disconnecting switches. It is also understood and agreed to by the Consultant that his assignment, duties and responsibilities and reporting arrangements may be changed without causing termination of this agreement, on mutual agreement of Consultant and Company.
The Consultant shall provide such consulting and advisory services as may from time to time be reasonably requested by management of the Company including, without limitation, providing assistance in various matters pertaining to:
-
International development related to ‘’ECLIPSYS’’ technologies
1.
TERM
The present agreement will be effective for a period ofthree months, starting on the 1st of January, 2004. This agreement may be renewable on the terms and conditions to be agreed upon by the parties.
•
Furthermore, if the death of Zoubir Mahroug should occur while in employment, the Company will pay the fees to his heirs forThe remainder of the contract.
2.
MONETARY
As an advance to the remuneration for all services provided for herein, the Company shall pay the Consultant a fee of five hundred dollars ($500.00) per week, payable in regular installments in accordance with the Company’s usual paying practices. The Company shall at any time increase the Consultant’s advance and may in its sole discretion, grant the Consultant an advance increase. Any such change shall be deemed to be incorporated into this agreement.
However, advance of five hundred dollars ($500.00) per weekwill be payable beginning the 1st of January, 2004.
As a non-refundable signing bonus at the date of the signature of the present contract, Zoubir Mahroug will receive from the Company 1,250,000 Shares of common stock at .001$.
The consultant has to pay the par value for the shares ($1,250.00).
3.
BONUSES
In addition to the compensation specified in section 3 the Consultant may receive an annual bonus from the Company, based on performance of the Consultant, to be defined between parties.
4.
BENEFITS
The Consultant shall participate in all benefit plans which the Company may have or provide in the future, including without limitation medical/hospital and extended health care benefits, life insurance and wage insurance.
5.
LIABILITY INSURANCE
The employer shall contract a liability insurance appropriate to the consultant functions and responsibilities.
6.
REIMBURSEMENT OF EXPENSES GENERALLY
The company shall reimburse the Consultants for all reasonable expenses actually incurred by him on the Company’s behalf and in the course of his employment upon presentation of substantiating receipts.
7.
FULL-TIME ATTENTION TO BUSINESS
During the Consultant’s employment with the Company, the Consultant shall devote himself exclusively to the business of the Company and shall not be employed or engaged in any capacity in any other business without the prior written approval of the Company. The Consultant is employed on a full-time basis for the Company. It is understood and agreed to by the Consultant that the hours of work involved will within reason vary and be irregular and are those hours required to meet the objectives of the employment.
8.
TERMINATION
This agreement may be terminate by the Consultant at any time by giving the Employerwith manager majoritya two week’s notice in writing. The Company may waive the notice, in whole or in part, but will remain responsible for payment of all salaries, expenses and bonuses due up until the end of the notice period.
9.
NOTICE
Any notice or other communication required or permitted to be given under this agreement shall be in writing and may be delivered personally of by prepaid registered mail, addressed in the case of the Company at 14 Place du Commerce, suite 388, Montreal (QC) H3E 1T5.
Notice given by pre-paid registered mail shall be deemed to have been received by the Recipient on the fourth business day after mailing.
Either party may change the address to which Notice must be delivered upon simple written notice to the other party.
10.
CONFIDENTIAL INFORMATION AND TRADE SECRETS ¨PROPRIETARY INFORMATION¨
The Consultant shall not, either during the term of his Employment or at any time thereafter, disclose to any person, unless required by law, any secrets or confidential information, “Proprietary Information “ concerning the business or affairs or financial position of the Consultant or any company with which the Company is or may hereafter be affiliated.
“Proprietary Information “ shall not include any information which:
(a) The Company or its Representative possess on a non-confidential basis and not in contravention of any applicable law; or
(b) Is or becomes generally available through no fault of the Consultant; or
(c) Is received by the Consultant from an independent third party that is lawfully in the possession of same and under no obligation to Company with respect thereto; or
(d) Is required to be disclosed pursuant to application law or order of a court of competent jurisdiction; or
(e) Any information already known to the Consultant prior to entering into the present Employment Agreement;
11.
WAIVER
The waiver by either party of any breach or violation of any provision of this agreement shall not operate of be construed as a waiver of any subsequent breach or violation of it.
12.
13.
AMENDMENT OF CONTRACT
This agreement contains the whole of the agreement between the Company and the Consultant and there are no other warranties, representations, conditions or collateral agreements except as set forth in this agreement.
Any modification to this agreement must be in writing and signed by the parties hereto or it shall have no effect and shall be void.
14.
SECTIONS AND HEADINGS
The headings in this agreement are inserted for convenience of reference only and shall not affect interpretation.
15.
SEVERABILITY
If any provision of this agreement is determined to be invalid or unenforceable in whole or in part such invalidity or unenforceability shall attached only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full forced and effect.
16.
LANGUAGE
The present Consultant Agreement was drafted in English at the request of the parties. Les parties ont demandé que la présente convention soit rédigée en anglais.
17.
CHOICE OF LAW
The parties agree that this agreement be governed and interpreted according to the laws in force in the Province of Quebec, Canada.
The Consultant acknowledges that he has read and understands this agreement, and acknowledges that he has had the opportunity to obtain independent legal advice with respect to it.
BOTH PARTIES HAVE REVIEWED AND AGREED ON ALL THE ABOVE ISSUES; SIGNED IN MONTREAL, THIS 23 OF December, 2003.
Consultant BIMS Renewable Energy Inc
/s/ Zoubir Mahroug /s/__Abdel Jabbar Abouelouafa
Zoubir Mahroug Abdel Jabbar Abouelouafa
/s/ Yves C. Renaud _
Yves C. Renaud
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
I consent to the use in this Registration Statement on Form S-8 of BIMS Renewable Energy, Inc., of my report dated December 31, 2002 appearing in the 10-KSB which is incorporated by reference.
By: /s/ Mark Cohen
Mark Cohen C.P.A.
Hollywood, Florida
12/24/03
