As filed with the Securities and Exchange Commission on July 17, 2002
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BIOMASSE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Florida 65-0909206
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4720, BOULEVARD ROYAL, SUITE 103
TROIS-RIVIERES-OUEST, QUEBEC, CANADA G9A 4N1
(Address of Principal Executive Offices)
CONSULTING AGREEMENTS
(Full title of the plan)
4720, BOULEVARD ROYAL, SUITE 103
TROIS-RIVIERES-OUEST, QUEBEC, CANADA G9A 4N1
(819) 374-0093
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
Christopher S. Auguste, Esq.
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 704-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of securities Amount To Maximum Maximum Amount Of
to be registered Be Registered Aggregate Price Aggregate Registration
Per Share Offering Price Fee
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Common Stock Class B, $.001 par value per 20,000,000 (1) $0.09 (2) $1,800,000.00 $165.60 (3)
share
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(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
Consulting Agreements.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), the average ($0.09) of the closing bid ($0.085)
and closing asked ($0.085) price on the Nasdaq National Market on July 16,
2002.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000092.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Biomasse International, Inc. (the
"Registrant") with the Securities and Exchange Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act") are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB, filed on January
16, 2002, for the year ended September 30, 2001;
(b) The Registrant's Quarterly Report on Form 10-QSB, filed on
February 14, 2002, for the quarter ended December 31, 2001;
(c) The Registrant's Quarterly Report on Form 10-QSB, filed on May
15, 2002, for the quarter ended March 31, 2002; and
(d) The description of the Registrant's common stock contained in the
Registrant's registration statement on Form SB-2/A (Registration
No. 333-48480) filed on March 2, 2001, including any amendments
or reports filed for the purpose of updating that description.
All documents filed subsequent to the date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act permits
indemnification of officers and directors of the Registrant under certain
conditions and subject to certain limitations. Section 607.0850 of the Florida
Business Corporation Act also provides that a corporation has the power to
purchase and maintain insurance on behalf of its officers, directors, employees,
and agents against any liability asserted against that person and incurred by
him or her in such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of Section 607.0850 of the Florida
Business Corporation Act.
Neither the Registrant's By-Laws nor its Certificate of Incorporation
currently provide indemnification to its officers or directors. In an effort to
continue to attract and retain qualified individuals to serve as directors and
officers, the Registrant intends to adopt provisions providing for the maximum
indemnification permitted by Florida law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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5.1 Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality
of the common stock being offered.
23.1 Consent of Jenkens & Gilchrist Parker Chapin LLP (included in their
opinion filed as Exhibit 5.1).
23.2 Consent of Mark Cohen, CPA.
24.1 Power of attorney of certain officers and directors of the Registrant
(contained in the signature page).
99.1 Form of Consulting Agreement that the Registrant entered into on June
12, 2002 with each of Douglas G. Furth and Sarah R. Speno.
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ITEM 9. UNDERTAKINGS.
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 this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in "Calculation of Registration
Fee" table in the effective Registration Statement;
(iii) To include any additional or changed material information
with respect to the plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.
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 foregoing provisions described in Item 6
above, 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 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 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 Trois-Rivieres-Ouest, the Province of Quebec on the
12th day of July 2002.
BIOMASSE INTERNATIONAL, INC.
By:/s/ Benoit Dufresne
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Benoit Dufresne
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes and appoints Benoit Dufresne his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, 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,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 12th day of July, 2002.
/s/ Benoit Dufresne
- ------------------------------ President and Director
Benoit Dufresne
/s/ Jean Gagnon
- ------------------------------ Vice President/Finance and Director
Jean Gagnon
/s/ Pierre H. Vincent
- ------------------------------ Director
Pierre H. Vincent
/s/ Maurice Robert
- ------------------------------ Director
Maurice Robert
/s/ Marcel Mongrain
- ------------------------------ Director
Marcel Mongrain
SECURITIES AND
EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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BIOMASSE INTERNATIONAL, INC.
(EXACT NAME OF ISSUER AS SPECIFIED
IN ITS CHARTER)
JULY 17, 2002
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Jenkens & Gilchrist Parker Chapin LLP, as to the legality
of the common stock being offered.
23.1 Consent of Jenkens & Gilchrist Parker Chapin LLP (included in their
opinion filed as Exhibit 5.1).
23.2 Consent of Mark Cohen, CPA.
24.1 Power of attorney of certain officers and directors of the Registrant
(contained in the signature page).
99.1 Form of Consulting Agreement that the Registrant entered into on June
12, 2002 with each of Douglas G. Furth and Sarah R. Speno.
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