FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CENTURY LABORATORIES, INC.
(Name of registrant as specified in its charter)
Delaware 72-0510027
(State of Incorporation) (IRS Employer identification number)
730 2nd Street
Santa Rosa, CA 99402-3588
(Address of principal executive officers)(zip code)
Issuers's telephone number (707)935-6945
Consultant Compensation Plan
(Full title of plan)
Samuel Wierdlow, Inc.
3422 Old Capital Trail # 584
Wilmington, DE 19808
Telephone (302) 777-1642
Name, address and telephone number
of agent for service
copy to:
Lance N. Kerr Law Office
155 W. Washington Blvd. # 1005
Los Angeles, CA 90015
(213) 741-1790
Calculation of Registration Fee
- ----------------
Proposed Proposed
Title of Maximum Minimum Amount of
Securities to Amount to Offering Price Aggregate Registration
Registered Be Registered Per Share (3) Offering Price(3) Fee
- ------------------------------------------------------------------------------
Common Stock
($.001) par value
Per share 360,000 $ 0.24 $ 86,400 $ 7.94
.
(1) Pursuant to Rule 416, the number of shares registered shall
be adjusted to include any additional shares of Common Stock that
may become issuable as a result of stock splits, stock dividends,
or similar transactions in accordance with anti-dilution
provisions of stock options, and anti-dilution adjustments to
the amount of shares of Common Stock issuable pursuant to stock
options exercised thereafter.
(2) Represents 360,000 shares to be issued pursuant to the informal
consulting .compensation plan of Registrant and includes re-offers
of such shares.
(3) Estimate solely for the purpose of calculating the
registration fee pursuant to Rule 457 (c) and (h), based upon
the average of the bid and asked price of common stock
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted.
Item 2. Registrant information and Employee Plan Annual
Information
Not applicable
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Century Laboratories, Inc.
(The"Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2001 filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act").
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
Company's fiscal year ended December 31, 2001.
All reports or other documents subsequently filed by the
Company pursuant to Section 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 respective dates of filing of such reports or 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.
The Company's Bylaws provide for indemnification (to
the full extent permitted by law) of directors, officers, and other
agents of the Company against expenses, judgments, fines and
amounts paid in settlement actually and reasonable incurred in
connection with any proceedings arising by reason of the fact
that such person is or was an officer, director, or agent of the
Company. The Delaware law generally provides that a corporation
shall have the power, and in some cases is required, to indemnify
an agent, including an officer or director, who was or is a party
or is threatened to be made a party to any proceedings, against
certain expenses judgments, fines, settlement, and other amounts
under certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
1. Opinion and Consent of Lance N. Kerr, Esq.
2. Consent of Lance N. Kerr, Esq. (Included in Exhibit 1)
3. Consent of Malone & Bailey, PLLC
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:
(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 the
registration statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information required to be included in a post-effective
amendment by those paragraphs which are contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 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 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) The undersigned registrant hereby undertakes that,
for the purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference
in this 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.
(c) 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 provisions of Item 6 of this
registration statement, or otherwise, the registrant has been advised
that in the opinion of the 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 is 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 Santa Rosa,
State of California, on March 15, 2002.
CENTURY LABORATORIES, INC.
By: /s/ Robert Bryan
--------------------------
President/Chief Executive
Officer, Chief Financial Officer
and Director
INDEX TO EXHIBITS
EXHIBIT
1 Opinion and Consent of Lance N. Kerr, Esq.
2 Consent of Lance n. Kerr, Esq.
(Included in Exhibit 1)
3 Consent of Malone & Bailey, PLLC
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8, of our report on Century Laboratories, Inc.
dated February 22, 2002, set forth in the Annual Report on Form
10-KSB for the year ended December 31, 2001 and the seven months
ended December 31, 2000.
Very truly yours,
/s/ MALONE & BAILERY, PLLC
MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, TX
LANCE N. KERR, ESQ.
155 W. Washington Blvd. # 1005
Los Angeles, CA 90015
Tel. 213.741.1790 Fax. 213.741.1792
Attorney at Law
March 16, 2002
Century Laboratories, Inc.
730 2nd Street
Santa Rosa, CA 99402-3588
RE: Registration Statement on Form S-8
Gentleman:
At your request, we have examined the Registration Statement on Form S-8
together with exhibits thereto to be filed by you relating to the
registration of 36O,OOO shares at common stock, $0.001 par value per
share (the "Common Stock"), issuable in connection with Century
Laboratories, Inc. a Delaware Corporation (the "Company") Consultant
Compensation Plan ("Plan"). We are familiar with the proceedings
taken, and to be taken, by the Company in connection with the issuance
of shares of Common Stock under the Plan and authorization of such
issuance, thereunder and have examined such documents and such
questions of law and fact as we deem necessary in order to express
the opinion hereinafter stated.
Based on the foregoing, it is our opinion that the shares of Common
Stock of the Company to be issued pursuant to the Plan have been duly
authorized, and that such Common Stock, when issued in accordance with
the terms of the Plan, will be legally and validly issued, fully paid
and nonassessable.
We hereby consent to the titling of this opinion as an exhibit to the
above referenced Registration Statement.
Very truly yours,
/s/ Lance N. Kerr
LANCE N. KERR, ESQ.