Eco-Stim Energy Solutions (ESESQ) Inactive
Filed: 21 Feb 03, 12:00am
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACTS OF 1933
VISION GLOBAL SOLUTIONS INC.
(Name of Small Business Issuer in its Charter)
Ontario, Canada None
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
455 Notre-Dame Street East
Montreal, Quebec H2Y 1C9
(Address of Principal executive offices) (Zip Code)
Issuer's telephone number (514) 848-1166
VISION GLOBAL SOLUTIONS INC.
2003 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
(Full title of the plan)
Jean-Paul Ouellette, Principal Executive Officer
Ontario, Canada
Vincent Vecchio
455 Notre-Dame Street East
Montreal, Quebec H2Y 1C9
Tel.: (514)-848-1166
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED PROPOSED AMOUNT OF
SECURITIES TO AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
BE REGISTERED REGISTERED OFFERING PER AGGREGATE FEE
SHARE (1) OFFERING
PRICE
Common Stock, 6,000,000(2) $0.15 $90,000 $66.24
no par value
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based on the average of the bid and asked price
quoted on the OTC BB for the Company's Common Stock as of February 10, 2003,
which is within five (5) days prior to the date of filing of this registration
statement.
(2) Represents the maximum number of shares, which may be issued under the
Vision Global Solutions Inc. Employee/Consultant Stock Compensation Plan (the
"Plan").
Item 1. Plan Information.
The registrant, Vision Global Solutions Inc., is registering up to 6,000,000 of
Vision's common stock under Vision Global Solutions Inc.'s Employee/Consultant
Stock Compensation Plan.
Vision will send or give the documents containing the information specified in
this Item 1 to each participant as specified by Rule 428(b) (1) of the
Securities Exchange Act (the "Securities Act"). In accordance with the rules and
regulations of the Securities and Exchange Commission ("SEC") and the
instructions to Form S-8, Vision is not filing such documents with the SEC
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
Vision will send or give to participants, upon oral or written request, without
charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement as specified by Rule 428(b) (1). In accordance with the
rules and regulations of the SEC and the instructions to Form S-8, Vision is not
filing such documents with the SEC either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. The request for such documents should be addressed to Jean-Paul
Ouellette, Chief Financial Officer, Vision Global Solutions Inc., 455 Notre Dame
Street East, Montreal, Quebec, Canada H2Y lC9.
PART II
INFORMATIOBN REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
(1) The Registrant statement of Form 20-F, filed pursuant to Section 12 (g) of
the Securities Act;
(2) All other reports filed by the Registrant with the Commission pursuant to
Sections 13 (a) or 15 (b) of the Securities Act; and
(3) The description of the Common Stock or the Registrant contained in item
3.B "Capitalization and Indebtedness" in Vision's Registration Statement filed
on Form 20-F filed on February 23, 2003.
All documents filed by the Registrant with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which that all Securities offered 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 thereof from the date of filing of such
documents, shall be deemed incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Part IX, Section 136 of the Business Corporations Act (Ontario) allows for the
indemnification of certain directors and officers. Specifically, Section 136
allows a corporation to indemnify a director or officer of a corporation or a
person who acts or acted at the corporation's request as a director or officer
of a body corporate of which the corporation is or was a shareholder or
creditor, and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of such corporation or body
corporate, if: (a) he or she acted honestly and in good faith with a view to the
best interests of the corporation; and, (b) in the case of a criminal or
administrative proceeding that is enforced by a monetary penalty, he or she had
reasonable grounds for believing that his or her conduct was lawful. A
corporation may, with the approval of a court of competent jurisdiction,
indemnify the foregoing persons with respect to any action by or on behalf of
the corporation or body corporate to procure a judgement in its favor, to which
the person is made a party by reason of being or having been a director or an
officer of the corporation or body corporate, against all costs, charges and
expenses reasonably incurred by the person in connection with such action if he
or she fulfils the conditions set forth previously in (a) and (b). Despite any
of the foregoing, those persons set forth above are entitled to indemnity from
the corporation in respect of all costs, charges and expenses reasonably
incurred by the person in connection with the defense of any civil, criminal or
administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of the corporation or body
corporate, if the person seeking indemnity: (i) was substantially successful on
the merits in his or her defense of the action or proceeding; and, (ii) fulfils
the conditions set forth above in (a) and (b).
Section 25 of Vision's Bylaws allows for the indemnification of certain
directors and officers of Vision. Specifically, Vision shall indemnify the
directors and officers of Vision, former directors or officers of Vision or a
person who acts or acted at Vision's request as a director or officer of a body
corporate of which Vision is or was a shareholder or creditor and his heirs and
legal representatives against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgement, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of Vision or body corporate against all costs, charges and expenses reasonably
incurred by him in connection with such action, if, he acted honestly and in
good faith with a view to the best interests of Vision; and in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, he had reasonable grounds for believing that his conduct was lawful.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 * Opinion of Robert M. Isles, Barrister and Solicitor
10.35 * VISION GLOBAL SOLUTIONS INC. Employee/Consultant Stock Compensation Plan
23.1 * Consent of Verrier, Paquin, Hebert, A General Partnership, Chartered
Accountants
23.2 * Consent of Robert M. Isles, Barrister and Solicitor (contained in the
opinion filed as Exhibit 5.1 hereof)
(* filed herewith)
Item 9. Undertakings.
The undersigned registrant hereby undertakes to:
(1) File, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) 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, represents a fundamental
change in the information in the registration statement;
(iii) Include any material information on the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) For determining any liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering thereof.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) Vision hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Vision's annual report
pursuant to section 13(a) or section 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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, Province of Quebec, Canada, on the 17th day
of February, 2003.
Vision Global Solutions Inc.
By: /S/ Jean-Paul Ouellette
Jean-Paul Ouellette
Chief Executive Officer
and President
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
dates indicated:
NAME TITLE DATE
/S/ Jean-Paul Ouellette Chief Executive Officer, February 17, 2003
Jean-Paul Ouellette President and Director
(Principal Executive Officer and
Principal Financial Officer)
/S/ Eric Ouellette Director, February 17, 2003
Jean-Paul Ouellette President and Director
(Principal Executive Officer and
Principal Financial Officer)
Exhibit 10.35
EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
I. PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of Vision Global Solutions Inc
allowing the Company to compensate consultants and certain employees who have
provided bona fide services to the Company, through the award of Common Stock of
the Company.
II. DEFINITIONS.
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to
purchase Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of the Company.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the Common Stock of the Company.
5. "Date of Grant" means the day the Board of Directors authorized the grant of
an Award or such later date as may be specified by the Board of Directors as the
date a particular Award will become effective.
6. "Consultant" means any person or entity (i) who has rendered or will render
bona fide services to the Company, and (ii) who, in the opinion of the Board of
Directors, are in a position to make, or who have previously made, a significant
contribution to the success of the Company.
7. "Subsidiary" means any corporation that is a subsidiary with regard to as
that term is defined in Section 424(f) of the Code.
III. EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is January 1, 2003.
IV. ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administration of this Plan,
and will grant Awards under this Plan. Subject to the express provisions of this
Plan and applicable law, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations , which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration of
this Plan unless it resulted from the member's willful misconduct.
V. STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 6,000,000 shares which number represents 6,000,000 shares not
yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems advisable.
II PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Consultants and Employees.
II GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have complete
discretion to determine when and to which Consultants and Employees Awards are
to be granted, and the number of shares of Common Stock as to which Awards
granted to each Consultant and Employee will relate, and the terms and
conditions upon which an Award may be issued (including, without limitation, the
date of exercisability, exercise price and term of any Award which constitutes
an option or warrant to purchase Common Stock). No grant will be made if, in the
judgment of the Board of Directors, such a grant would constitute a public
distribution within the meaning of the Securities Act of 1933, as amended (the"
Act"), or the rules and regulations promulgated there under.
II DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an Award, the Company
shall deliver to the person who is the recipient of the Award, a certificate or
certificates registered in that person's name, representing the number of shares
of Common Stock that were granted. If applicable, each certificate shall bear a
legend to indicate that the Common Stock represented by the certificate was
issued in a transaction, which was not registered under the Act, and may only be
sold or transferred in a transaction that is registered under the Act or is
exempt from the registration requirements of the Act.
IX. RIGHT TO CONTINUED ENGAGEMENT.
Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.
X. LAWS AND REGULATIONS.
1. The obligation of the Company to sell and deliver shares of Common Stock on
the grant of an Award under this Plan shall be subject to the condition that
counsel for the Company be satisfied that the sale and delivery thereof will not
violate the Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of the
Securities Exchange Act of 1934, as amended.
XI. TERMINATION OF THE PLAN.
The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.
XII. DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants, together with a copy
of the resolution or resolutions of the Board of Directors authorizing the
granting of the Award and establishing the terms, if any, of participation.
Exhibits 5 & 23.3
ROBERT M. ISLES
Barrister & Solicitor, Suite 1101, 44 Victoria Street, Toronto, Ontario M5C 1Y2
Tel: 416-368-7116;
Fax: 416-368-6827
February 18, 2003
Board of Directors
Toronto, Ontario, Canada M5H 4B2
Gentlemen:
At your request, I have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about February
17, 2002, in connection with the registration under the Securities Act of 1933,
as amended, of 6,000,000 shares of the Company's Common Stock, without par value
(exclusive of any securities associated therewith, the "Stock") to be sold by
you pursuant to the Company's Employee/Consultant Stock Compensation Plan (the
"Plan").
As your counsel, I have examined the proceedings relating to and action taken by
you in connection with the adoption of the Plan.
It is my opinion that the 6,000,000 shares of the Stock that may be issued and
sold by the Company pursuant to the Plan, when issued and sold in the manner
provide in the Plan, will be validly issued, fully-paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration Statement
and further consent to all references to us in the Registration Statement and
any amendments thereto. In providing this consent, I do not thereby admit that I
am within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Robert M. Isles
- ----------------------------------
Robert M. Isles
Exhibit 23.1
Opinion of Verrier, Paquin, Hebert, a General Partnership, Chartered Accountants
We are the auditors of Vision Global Solutions Inc. As such we expressed our
unqualified opinion upon the consolidated financial statements of Vision Global
Solutions Inc. for the year then ended March 31, 2002.
We hereby consent to the incorporation by reference in this registration
statement on Form S-8, of our report dated June 3, 2002 of the consolidated
financial statements of Vision Global Solutions Inc. for the year ended March
31, 2002 and the consolidated statements of income, comprehensive income (loss),
deficit ad cash flows for the year ended March 31, 2002.
Yours truly,
VERRIER, PAQUIN, HEBERT
/S/ Verrier, Paquin, Hebert
- -------------------------------
Verrier, Paquin, Hebert
A General Partnership
Chartered Accountants
Drummondville, Canada
February 18, 2003