Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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IVP TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation or Organization)
65-6998896
(I.R.S. Employer Identification No.)
2275 LAKESHORE BLVD. WEST, SUITE 401
TORONTO, ONTARIO M8V 3Y3 CANADA
(Address of Principal Executive Offices)
AGREEMENT FOR THE PROVISION OF MARKETING SERVICES BETWEEN
THE REGISTRANT AND VANESSA LAND PROVIDING FOR
THE ISSUANCE OF 5,000,000 SHARES OF COMMON STOCK
(Full Title of the Plan)
CLAYTON E. PARKER, ESQ.
TROY RILLO, ESQ.
KIRKPATRICK & LOCKHART LLP
201 SOUTH BISCAYNE BOULEVARD, SUITE 2000
MIAMI, FLORIDA 33131
(Name and Address of Agent For Service)
(305) 539-3300
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTRATION
TO BE REGISTERED TO BE REGISTERED PER SHARE (1) PRICE (1) FEE (1)
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Common Stock, par value 5,000,000 shares $0.16 $800,000 $73.60
$0.001 per share
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(1) Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the proposed maximum offering price per share, proposed
maximum aggregate offering price and amount of registration fee were computed based upon the average of the high and low
prices of the shares of Common Stock on April 29, 2002.
PART I
INFORMATION REQUIRED IN THIS
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THIS
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents have been previously filed by IVP Technology
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") and are hereby incorporated by reference into this Registration
Statement as of their respective dates:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001 filed with the Commission on April 15, 2002;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since December 31, 2001, the end of the Registrant's last fiscal year;
(c) The description of the Company's Common Stock contained in
Exhibit 4.4 of its Registration Statement on Form S-8 filed with the Commission
on July 23, 2001 as amended, pursuant to the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered by this Registration Statement have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Our Articles of Incorporation include an indemnification provision under
which we have agreed to indemnify directors and officers of the Company to
fullest extent possible from and against any and all claims of any type arising
from or related to future acts or omissions as a director or officer of the
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Company. In addition, the liability of our officers and directors for breaches
of their fiduciary duty as a director or officer other than: (a) acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
the law; or (b) the payment of dividends in violation of Nevada Revised Statutes
Section 78.300.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing, or otherwise, the Company has 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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Exhibit No. Description Location
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5.1 Opinion of Kirkpatrick & Lockhart Provided herewith
LLP re: legality
10.1 Agreement For the Provision of Marketing Provided herewith
Services between the Registrant and
Vanessa Land
23.1 Consent of Kirkpatrick & Lockhart LLP Incorporated by
reference in
Exhibit 5.1 to this
Form S-8
23.2 Consent of Weinberg & Company, P.A. Provided herewith
ITEM 9. UNDERTAKINGS.
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(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;
(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 this
Registration Statement;
(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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required by those paragraphs to
be included in a post-effective amendment is contained in periodic reports filed
or furnished by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 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 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.
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(b) The Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's 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 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 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, as amended,
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 Toronto, Ontario, Canada, on May 3, 2002.
IVP TECHNOLOGY CORPORATION
By: /s/ Brian MacDonald
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Name: Brian MacDonald
Title: President, Chief Executive Officer
(Principal Accounting Officer) and Director
In accordance with the Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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/s/ J. Stephen Smith
- ------------------------- Director May 3, 2002
J. Stephen Smith
/s/ Peter Hamilton
- ------------------------- Director May 3, 2002
Peter Hamilton
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EXHIBIT LIST
EXHIBIT NO. DESCRIPTION LOCATION
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5.1 Opinion of Kirkpatrick & Lockhart Provided herewith
LLP re: legality
10.1 Agreement For the Provision of Provided herewith
Marketing Services between the
Registrant and Vanessa Land
23.1 Consent of Kirkpatrick & Lockhart Incorporated by reference
LLP in Exhibit 5.1 to this Form
S-8
23.2 Consent of Weinberg & Company, P.A. Provided herewith