UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNATIONAL BARRIER TECHNOLOGY INC.
(Exact Name of Registrant as Specified in Its Charter)
| | |
British Columbia |
| Not Applicable |
(State or Other Jurisdiction of Incorporation or Organization) |
| (IRS Employer Identification Number) |
510 4th Street North
Watkins, Minnesota, 55389
(Address of Principal Executive Offices and Zip Code)
2005 STOCK OPTION PLAN
(Full Title of the Plan)
International Barrier Technology Inc.
510 4th Street North
Watkins, Minnesota, 55389
(Name and address of agent for service)
320-764-5797
(Telephone number, including area code, of agent for service)
With Copies to:
Morton Law LLP
Barristers & Solicitors
c/o Edward L. Mayerhofer
#1200 – 750 West Pender Street
Vancouver, British Columbia, V6C 2T8
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filed [ ] | Smaller reporting company [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
EXPLANATORY NOTE
OnFebruary 28, 2006,International Barrier Technology Inc. (the “Registrant”) filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-132088 (the “Registration Statement”), for the sale of2,904,732 shares of the common stock without par value, of the Registrant under the Registrant’sstockoption plan and the reoffer and resale of up to 1,250,000 shares of common stock by certain shareholders upon exercise of stock options.
OnJuly 31, 2017, the Registrant entered into a definitive agreement withLouisiana-Pacific Canada Ltd. and Louisiana-Pacific Corporation(collectively,“LP”)pursuant to which LP agreed to acquire all of the issued and outstanding common shares of the Registrant by way of plan of arrangement (the “Arrangement”) under theBusiness Corporations Act (British Columbia).Pursuant to the Arrangement, each issued and outstanding common share of the Company will be transferred to LP in consideration for US$0.41 per common share, for a total purchase price of US$22 million. OnSeptember 28, 2017, the Registrant held a special meeting of shareholders at which the Registrant’s shareholders approved the arrangement. TheArrangementis scheduled to becompleted onOctober13, 2017.
The offering contemplated by the Registration Statementhas terminated. The Registrant is removing from registration, by means of a post-effective amendment (“Post-Effective Amendment No. 1”) to theRegistration Statement, anysecurities registered under the Registration Statementthat remained unsold at the termination of the offering.
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, Canada, on this 12th day of October, 2017.
INTERNATIONAL BARRIER TECHNOLOGY INC.
(Registrant)
By:
/s/ Melissa McElwee
Melissa McElwee, CFO
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
Signature and Title
Date
/s/ Michael Huddy
October 12, 2017
Michael Huddy
CEO and Director
/s/ Melissa McElwee
October 12, 2017
Melissa McElwee
CFO
/s/ Victor A. Yates
October 12, 2017
Victor A. Yates
Director