INTERNATIONAL MERCANTILE CORPORATION
FILING TYPE: S-8
DESCRIPTION: REGISTRATION STATEMENT
FILING DATE: APR 19, 2000
PERIOD END: N/A
PRIMARY EXCHANGE: OVER THE COUNTER INCLUDES OTC AND OTCBB
TICKER: IMTL
INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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TABLE OF CONTENTS
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TO JUMP TO A SECTION, DOUBLE-CLICK ON THE SECTION NAME.
S-8
PART I.........................................................................2
PART II........................................................................2
Item 3.........................................................................2
Item 4.........................................................................2
Item 5.........................................................................2
Item 6.........................................................................2
Item 7.........................................................................3
Item 8.........................................................................3
Item 9.........................................................................4
Item 10........................................................................4
EX-5
EX-5...........................................................................5
EX-10.1
Table1.........................................................................7
EX-10.2
Table2........................................................................11
EX-10.3
Table3........................................................................17
EX-10.4
Table4........................................................................19
EX-23
EX-23.........................................................................23
INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
CURRENT REPORT
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: APRIL 19, 2000
INTERNATIONAL MERCANTILE CORPORATION
Missouri 0-7963 43-0970243
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
1625 KNECHT AVENUE, BALTIMORE, MD 21227
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(Address of principal executive offices) (Zip Code)
Title of Class of Securities Amount to be Proposed Maximum Offering Amount of
to be Registered Registered Price Per Share (1) Fee
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Common Stock, $.001 3,027,000 $.75 $ 1,500.00
par value
1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee and not as a
representation as to any actual proposed price. The offering price per share,
maximum aggregate offering price and registration fee is based upon the average
of the high and the low price in the market for the common stock on April 19,
2000.
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Part 1 is included in
documents sent or given to each employee of International Mercantile Corp, a
Missouri corporation ("Company").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The registrant's Form 10-K for the year ended December 31, 1999 filed on
April 14, 2000 under Section 13(a) or 15(d) of Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(b) All other reports which may be filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) immediately above.
(c) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposed 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. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
The class of securities to be offered hereby has been registered under Section
12 of the Exchange Act by the registrant, and incorporated by reference.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Art Fillmore, special securities counsel to the Registrant for the
purpose of this Registration Statement, and whose opinion as to the legality of
the issuance of the Shares hereunder is attached hereto as Exhibit 5. Fillmore
will be issued shares of Registrant in payment for legal services rendered,
which have a value of over $50,000.
Item 6. Indemnification of Directors and Officers.
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Missouri, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on our behalf to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee.
Missouri Code provides that Missouri corporations may indemnify an individual
made a party to a proceeding because he is or was a director, against liability
incurred in the proceeding if the person's conduct was in good faith, was not
opposed to the best interests of the corporation and in the case of any criminal
proceeding, the person had no reasonable cause to believe his conduct was
unlawful. The termination of a proceeding by judgment, order, settlement,
conviction, or a plea of nolo contendere or its equivalent is not, of itself,
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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determinative that the director did not meet the required standard of conduct.
Indemnification is not available in a proceeding by the corporation in which the
director is adjudged liable or, in connection with any other proceeding where
the director derived an improper personal gain.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1)
the stockholders; (2) a majority of a quorum of the Board of Directors
consisting of members of the Board who were not parties to the action, suit or
proceeding; (3) if a majority of a quorum of the Board of Directors consisting
of members of the board who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (4) if a quorum
of the Board of Directors consisting of members of the Board who were not
parties to the action cannot be obtained, by independent legal counsel in a
written opinion.
To the extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we must indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Missouri law also allows Missouri corporations to
advance expenses of officers and directors incurred in defending a civil or
criminal action as they are incurred, upon receipt of an undertaking by or on
behalf of the director or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.
Our By-laws provide for the indemnification of its directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Consultants and Advisors
The following consultants, none of whom are being, paid for capital raising
transacitons will be issued securities pursuant to this Registration statement:
Name Number Type of Services Provided
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Barry Klein, Esq. 677,000 Legal Services
Art Fillmore, Esq. 600,000 Legal Services
Roger LeBlanc, Esq. 250,000 Legal Services
Albert Randolph 400,000 Consulting Services
Steven Davis 100,000 Consulting Services
Aron Langsam 250,000 Consulting Services
Eric Attia 750,000 Consulting Services
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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Item 9. Exhibits.
See Exhibit Index and Exhibits attached hereto.
Item 10. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a post
effective amendment to this 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 which, individually
or together, represent a fundamental change in the information 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 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 the volume and price represent no more than twenty
percent (20%) change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each post
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
(3) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each post
effective amendment as a new registration statement for the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), 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 in 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
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State of Maryland, on April 19, 2000.
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
IMTL
Frederic Richardson
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Executive V. P.
By: Frederic Richardson, Executive V. P.
1625 Knecht Avenue
Baltimore, Maryland 21227
Telephone: (410) 242-5000
Facsimile: (410) 247-8576
EXHIBIT INDEX
Exhibit #
Exhibit Item
3.1 Articles of Incorporation (Incorporated by Reference, Form 10-SB)
3.2 Bylaws (Incorporated by Reference, Form 10-SB)
Opinion Re: Legality and Consent
10.1 Roger LeBlanc, Esq. and Barry Klein, Esq., Art Fillmore Esq. Agreement
10.2 Consulting Agreement between the Company and Eric Attia, Albert
Randolph
10.3 Consulting Agreement between the Company and Aron Langsam
10.4 Compensation Plan Agreement between the Company
10.5 Compensation Plan Agreement
23 Consent of Experts
EX-5
2
OPINION RE: LEGALITY AND CONSENT
EXHIBIT 5
CONSENTS OF EXPERTS AND COUNSEL
Art Fillmore
April 19, 2000
IMTL
Attn: Frederic Richardson, Executive V. P.
1625 Knecht Avenue
Baltimore, Maryland 21227
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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RE: SEC Registration Statement on Form S-8
Dear Sir/Madam:
This firm (the "Firm") has been engaged as counsel for IMTL, a Missouri
corporation (the "Company"), in connection with its proposed offering under the
Securities Act of 1933, as amended (the "Act"), of 3,027,000 shares of its
common stock which are to be issued under a plan for consulting services by the
Company, by a filing of a Registration Statement under Form S-8 to which this
opinion is a part, to be filed with the Securities and Exchange Commission (the
"Commission"). In connection with rendering the opinion as set forth below, the
Firm has reviewed and examined originals or copies of the following:
1. Articles of Incorporation of the Company, and any amendments, as filed with
the Secretary of State of Missouri;
2. By Laws of the Company
3. Written Consent or Minutes of a Meeting of the Board of Directors on or about
April 19, 2000 , authorizing the Consultant Agreement Plan (the "Plan") with the
consultant and certain other matters;
4 The Company's Registration Statement on Form S-8 and exhibits thereto as filed
with the Commission.
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photostatic copies, and the authenticity
of the originals of such copies and the truth of all information supplied us.
We have further assumed, among other things, that no shares are being issued as
compensation for capital raising transaction that the recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter, assumption, or representation.
Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and non-assessable. This
opinion is expressly limited in scope to the Shares enumerated herein which are
to be expressly covered by the referenced Registration Statement and does not
cover subsequent issuances of shares, pertaining to services to be performed in
the future (such transactions are required to be included in either a new
registration Statement or a Post Effective Amendment to the Registration
Statement including updated opinions).
This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. This opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. This opinion is based upon our
assumptions as to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matters, which may
come to our attention hereafter.
Sincerely yours,
/S/ Art Fillmore
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Art Fillmore
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INTERNATIONAL MERCANTILE CORP -S-8- REGISTRATION STATEMENT DATE FILED: 4/19/2000
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