As filed with the Securities and Exchange Commission on May 15, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American I R Technologies Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 88-0440536
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3080 W. Post Road, Las Vegas, Nevada 89118
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(Address of principal executive offices)
Consulting Agreement between the Company and M. Blaine Riley,
Randall Letcavage and Rosemary Nguyen
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(Full title of Plan)
Ronald A. Ryan, President
American I R Technologies Inc.
3080 W. Post Road
Las Vegas, Nevada 89118
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(Name and address of agent for service)
(702) 368-4571
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be registered Registered(1) Offering Price per Share(2) Aggregate Offering Price Registration Fee
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Common Stock,
$.001 par value 300,000 shares $.20 $60,000 $15.00
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(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, solely
for the purpose of calculating the registration fee, based on the average of the
bid and asked prices of the Company's common stock as reported within five
business days prior to the date of this filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
General. American I R Technologies Inc. (the "Company") is offering shares
of its Common Stock to various individuals for consulting services on the
Company's behalf. This issuance of shares is being made pursuant to consulting
agreements between the Company and the individuals. The Company has equated this
number of shares to the value of the consulting services provided or to be
provided by these individuals. The shares issued hereunder will not be subject
to any resale restrictions. The following individuals will receive the number of
shares listed next to their names:
NAME NUMBER OF SHARES
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M. Blaine Riley 100,000
Randal Letcavage 100,000
Rosemary Nguyen 100,000
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act"). Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Form 10-SB Registration Statement filed by the Company
(SEC File No. 0-31663) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), with the Commission on October 2, 2000;
(b) The Company's Form S-8 registration statement filed by the Company
(SEC File No. 333-59858) with the Commission on April 30, 2001; and
(c) The Form 10-KSB annual report of the Company for its fiscal year ended
December 31, 2000, and all reports to be filed pursuant to Section
13(a) or 15(d) of the Exchange Act thereafter.
All of the above documents and documents subsequently filed by the Company
with the Commission pursuant to Sections 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 incorporated by reference into
this Form S-8 Registration Statement and to be a part thereof from the date of
the filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein shall
be deemed to be modified or superseded for purposes of this Form S-8
Registration Statement and the prospectus which is a part hereof (the
"Prospectus") to the extent that a statement contained herein or therein or in
any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Form S-8
Registration Statement and the Prospectus.
All documents incorporated by reference herein will be made available to
all participants without charge, upon written or oral request. Other documents
required to be delivered to participants pursuant to Rule 428(b)(1) under the
Securities Act of 1933 are also available without charge, upon written or oral
request. All requests for documents shall be directed to:
Ronald A. Ryan, President
American I R Technologies Inc.
3080 W. Post Road
Las Vegas, Nevada 89118
(702) 368-4571
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The shares registered herein are being issued to the consultants for
services provided to the Registrant. Neither the Registrant's accountants nor
any other experts named in the registration statement has any equity or other
material interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Nevada corporation. Section 78.751 of the General
Corporation Law of Nevada (the "GCL") provides authority for broad
indemnification of officers, directors, employees and agents of a corporation,
with certain specified exceptions.
Article 7 of the Company's Articles of Incorporation provides that the
Company shall have the power to indemnify its directors, officers, employees and
agents to the fullest extent allowed by the GCL.
At the present time, the Company does not have any officer-director
liability insurance although permitted by Section 78.752 of the GCL, nor does
the Company have indemnification agreements with any of its directors, officers,
employees or agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement
to: (i) include any prospectus required by Section 10(a)(3) of
the Securities Act; (ii) reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and 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 selected in the
form of a prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration" table in the effective registration statement; and
(iii) 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 provisions (i) and
(ii) of this undertaking are inapplicable if the information to
be filed thereunder is contained in periodic reports filed by the
Company pursuant to the Exchange Act that are incorporated by
reference into 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; and
(1) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 director, officer or controlling person 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 Company 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.
(c) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in 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, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on May 10, 2001.
American I R Technologies Inc.
By: /s/ Ronald A. Ryan
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Ronald A. Ryan, President
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 May 10, 2001.
/s/ Ronald A. Ryan /s/ Gerald S. Peatz
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Ronald A. Ryan Gerald S. Peatz
Director, Chief Executive Officer, President Director, Secretary and
and Principal Financial and Accounting Officer Treasurer
American I R Technologies Inc.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO. DESCRIPTION
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4.1 Consulting Agreement between American I R Technologies Inc. and
M. Blaine Riley, Randall Letcavage, and Rosemary Nguyen
4.2 Consulting Agreement between American I R Technologies Inc. and
iCapital Corporation.
5.1 Opinion of Stephen A. Zrenda, Jr., P.C.
23.1 Consent of Stephen A. Zrenda, Jr., P.C.
23.2 Consent of Stark, Tinter and Associates, LLC