SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Island Critical Care Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
65-0967706
(I.R.S. Employer Identification No.)
9 Myrtle Street, Stratford, PE, Canada C1B 1P4
(Address of Principal Executive Offices) (Zip Code)
Consultant's Compensation Plan
(Full Title of the Plan)
Sean Flanigan
President and Chief Executive Officer
9 Myrtle Street, Stratford, PE, Canada C1B 1P4
(Name and Address of Agent for Service)
(902) 569-4447
(Telephone Number, Including Area Code, of Agent for Service)
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Calculation of Registration Fee
================================================================================
Proposed amount of Securities to be registered: 7,495,000
Amount of Title of Securities Amount To Be Aggregate Fee
Aggregate To Be Registered Registered(1) Price Per Share(2)
Registration
Common
$337,275.00 Par Value, $.001 7,495,000 $.045 $31.03
================================================================================
1 In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee and
benefit plans described herein.
2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the twenty day average of the high
and low prices reported on the OTC-BB, which was $.045 per share.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Island Critical Care Corp. (The Company, we, us or the Registrant) is offering a
total of 7,495,000 shares of its Common Stock to professionals and consultants
for service including legal, administrative, marketing, introductory, recruiting
and other consulting services. The issuance of shares is being made pursuant to
the "2002-B Consultants Compensation Plan" (the Plan) adopted by the Board of
Directors on or about April 1, 2002. The 7,495,000 shares will cover the costs
of previously rendered services of the consultants as well as ongoing services
to the Company. A copy of the Plan has been distributed to all eligible
consultants. Each consultant has agreed to accept shares under the Plan in lieu
of a cash payment for its services. The shares issued hereunder will not be
subject to any resale restrictions. The Plan is not qualified under ERISA, nor
is this Plan qualified under Section 401(a) of the Internal Revenue Code.
There are no ongoing reporting obligations of Consultants, nor are there any
ongoing contributions from the Registrant. The purpose of this Registration of
securities on Form S-8 is to compensate individuals and/or entities that have
performed and continue to perform services to the Registrant. The Board has
authorized this registration statement and has written the Plan to satisfy
present and future compensation obligations to professionals and consultants.
This registration is limited to 7,495,000 shares. The Consultants that are
eligible for shares under the Plan have performed, or will perform in the
future, services or activities for which shares may be issued under a Form S-8.
Consultants may contact Sean Flanigan, the Plan Administrator and CEO of the
Registrant, with any questions at (902) 569-4447.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL.
In addition to receiving a copy of the Plan, each eligible Consultant shall have
access, upon oral or written request, to any documentation regarding the Plan
that may not be included in this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference:
(a) The Company's most recent annual report, filed on Form 10-KSB for the fiscal
year 2001, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the Exchange Act), which report contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed. The description of the Company's Common Stock is contained in that
amended annual report incorporated by reference herein.
(b) The Company's recent quarterly reports, filed on Form 10-QSB.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Delaware corporations are authorized to indemnify against liability any person
who is a party to any legal proceeding because such person is a director or
officer of the corporation. The officer or director must act in good faith and
in a manner reasonably believed to be in the best interests of the corporation
and, with respect to any criminal action or proceeding, have no reasonable cause
to believe the conduct was unlawful. Delaware law does not allow indemnification
for an act or omission that involves intentional misconduct or a knowing
violation of a law. In the case of an action by or on behalf of a corporation,
indemnification may not be made if the person seeking indemnification is found
liable, unless the court in which such action was brought determines such person
is fairly and reasonably entitled to indemnification. Indemnification is
required if a director or officer has been successful on the merits.
The indemnification authorized under Delaware law is not exclusive and is in
addition to any other rights granted to officers and directors. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director.
Our articles of incorporation provide for the indemnification of directors and
executive officers to the maximum extent permitted by Delaware law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers or controlling persons pursuant to the
foregoing provisions or otherwise, we have 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.
There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents where indemnification would be required or
permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibits.
Copies of the following documents are included as exhibits to this registration
statement pursuant to Item 601 of regulation S-B.
SEC
Exhibit
No. Description
- -----------------------------------------------------------------------
3.01 Articles of Incorporation.*
3.02 Bylaws.*
5.01 Letter opinion, including consent of Law Office of Andrea
Cataneo Ltd. regarding legality of Common Stock to be issued
pursuant to the 2002-B Consultants Compensation Plan.
10.8 2002-B Consultants Compensation Plan
23.01 Consent of Law Office of Andrea Cataneo Ltd. (included in
Opinion in Exhibit 5.1).
23.02 Consent of Rotenberg & Company, LLP
independent certified public accountants.
* Filed previously with the Company's SB2 registration.
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 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.
(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 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) 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 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 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 it meets all 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 Charlottetown, Province of Prince Edward Island,
Canada, on this 2nd day of April 2002.
ISLAND CRITICAL CARE CORP.
By: /S/ SEAN FLANIGAN
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Sean Flanigan, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Sean Flanigan, his true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, 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 on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.
SIGNATURE DATE
/s/Sean Flanigan April 12, 2002
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Sean Flanigan
President, Chief Executive Officer
Director and Secretary
/s/Wayne Weber
- ----------------- April 12, 2002
Wayne Weber
Vice President, Chief Financial Officer,
Treasurer and Director
/s/Kenneth Legere
- ----------------- April 12, 2002
Kenneth Legere
Director of Global Sales and
Product Development, Director
