UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FAIRCHILD INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization) | 91-18800155
(I.R.S. Employer Identification No.) |
Suite 602, 595 Hornby Street
Vancouver, British Columbia, Canada V6C 1A4
(Address of Principal Executive Offices and Zip Code)
2005 Stock Option Plan
and
Consultant Agreement with George Tsafalas
Consultant Agreement with David Stadnyk
Consultant Agreement with Aarif Jamani
Consultant Agreement with Robert Jarva
(Full title of the plan)
The President
FAIRCHILD INTERNATIONAL CORPORATION
Suite 602, 595 Hornby Street
Vancouver, British Columbia, Canada V6C 1A4
(Name and address of agent for service)
604.688.6050
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
David J. Cowan
Lang Michener
Barristers and Solicitors
1500 - 1055 West Georgia Street
Vancouver, British Columbia, Canada, V6C 3H1
Telephone: 604.689.9111
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered | Amount to be
Registered | Proposed
Maximum
Offering
Price Per Share | Proposed
Maximum
Aggregate
Offering Price | Amount of
Registration
Fee |
Common Stock,
par value $0.001 | 8,200,000(2) | $0.25(1) | $2,050,000(1) | $489.95 (1) |
(1) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the bid and asked price ($0.25 bid; $0.25 ask) of the common stock as reported on the National Association of Securities Dealers Inc.'s Over the Counter Bulletin Board on February 16, 2005.
(2) The 2004 Stock Option Plan authorizes the issuance of a maximum of 4,000,000 common shares in the capital of Fairchild International Corporation. As well, an aggregate of a maximum of 4,200,000 common shares in the capital of Fairchild International Corporation may be issuable, at the election of our company, pursuant to the Consultant Agreements entered into between Fairchild International Corporation and each of George Tsafalas, David Stadnyk, Aarif Jamani and Robert Jarva. All of these common shares are being registered under this Form S-8 Registration Statement.
EXPLANATORY NOTE
We prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register 8,200,000 shares of our common stock, $.001 par value per share, issuable pursuant to the 2005 Stock Option Plan and common shares issuable pursuant to Consultant Agreements between our company and each of George Tsafalas, David Stadnyk, Aarif Jamani and Robert Jarva.
Pursuant to the Consultant Agreement with George Tsafalas we have agreed to issue to Mr. Tsafalas 100,000 shares of our common stock based on a deemed price of $0.225 per share, as compensation for his past services.
Pursuant to the Consultant Agreement with David Stadnyk we have agreed to issue to Mr. Stadnyk 100,000 shares of our common stock based on a deemed price of $0.225 per share, as compensation for his past services.
Pursuant to the Consultant Agreement with Aarif Jamani, Mr. Jamani has agreed to assist us in identifying a potential business opportunity. In consideration for his services, we have agreed to issue to Mr. Jamani such amount of our common stock as is equal to 10% of the total amount of any of our shares issued as a result of our acquisition of a potential business opportunity, up to a maximum of 2,000,000 shares of common stock. Such common stock issued in connection herewith shall have a deemed price equal to the average bid price of our common stock on the OTC Bulletin Board for the last five (5) trading days prior to the issuance of our common stock to Mr. Jamani. Our Consultant Agreement with Mr. Jamani is for a 6 month term commencing January 1, 2005 and ending June 30, 2005.
Pursuant to the Consultant Agreement with Robert Jarva, Mr. Jarva has agreed to assist us in identifying a potential business opportunity. In consideration for his services, we have agreed to issue to Mr. Jarva such amount of our common stock as is equal to 10% of the total amount of any of our shares issued as a result of our acquisition of a potential business opportunity, up to a maximum of 2,000,000 shares of common stock. Such common stock issued in connection herewith shall have a deemed price equal to the average bid price of our common stock on the OTC Bulletin Board for the last five (5) trading days prior to the issuance of our common stock to Mr. Jarva. Our Consultant Agreement with Mr. Jarva is for a 6 month term commencing January 1, 2005 and ending June 30, 2005.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.
The following documents filed by our company with the United States Securities and Exchange Commission (the "SEC") are incorporated herein by reference:
1. The description of our company's common stock contained in our Registration Statement on Form 10-SB (SEC file number 000-28305), filed with the Securities and Exchange Commission on November 30, 1999, including all amendments and reports for the purpose of updating such description;
2. Our Annual Report on Form 10-KSB filed on April 16, 2004;
3. Our Quarterly Report on Form 10-QSB filed on May 20, 2004;
4. Our Quarterly Report on Form 10-QSB filed on August, 13, 2004;
5. Our Quarterly Report on Form 10-QSB filed on November 15, 2004;
6. Our Preliminary Proxy Statement on Schedule 14A filed on December 2, 2004;
7. Our Definitive Proxy Statement on Schedule 14A filed on December 13, 2004; and
8. All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.
In addition to the foregoing, all documents that we subsequently file 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 indicating that all of the securities offered pursuant to this registration statement have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in herein or in any subsequently filed document that is also incorporated by reference in this registration statement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov, and from commercial document retrieval services, such as Primark, whose telephone number is 1-800-777-3272.
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 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
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 termi nation 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 referred to in subsections 1 and 2, 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.
When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:
NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
Any discretionary indemnification underNRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant toNRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Our Bylaws provide that we must indemnify any director or officer of our corporation to the full extent permitted by applicable law as then in effect, against liability arising out of a proceeding to which the individual was made a party because he or she is or was a director or officer of our corporation. We will advance expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding, as provided by our Bylaws.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 2005 Stock Option Plan, dated effective February 1, 2005;
4.2 Form of Stock Option Agreement
5. Opinion of Lang, Michener
10.1 Consultant Agreement dated November 15, 2004 between Fairchild International Corporation and George Tsafalas
10.2 Consultant Agreement dated November 15, 2004 between Fairchild International Corporation and David Stadnyk
10.3 Consultant Agreement dated January 1, 2005 between Fairchild International Corporation and Aarif Jamani
10.4 Consultant Agreement dated January 1, 2005 between Fairchild International Corporation and Robert Jarva
23.1 Consent of Lang Michener (included in Exhibit 5)
23.2 Consent of Independent Auditor (Morgan & Co.)
Item 9. Undertakings.
(a) We hereby undertake:
(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;
(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 hereof) 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 and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 our company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(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 at the 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) We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our 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, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as express ed in the Securities Act of 1933 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 Vancouver, Province of British Columbia, on March 8, 2005.
FAIRCHILD INTERNATIONAL CORPORATION
By: /s/ Anish Somani
___________________________________
Anish Somani, President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Anish Somani 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 all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she 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 by the following persons in the capacities and on the date indicated.
By: /s/ Anish Somani
___________________________________
Anish Somani, President and Director
By: /s/ Margaret Patricia Hunt
___________________________________
Margaret Patricia Hunt, Director
