UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMEUROTECH CORPORATION
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(Exact name of Registrant as specified in its charter)
INTERNET MULTIMEDIA CORPORATION
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(Former name of Registrant)
Nevada 87-0431096
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5970 Fairview Road
Suite 608
Charlotte, North Carolina 28210
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(Address of Principal Executive Offices including zip code)
Compensation and Consulting Agreements
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(Full name of the plans)
L. Van Stillman, Esq.
Law Office of L. Van Stillman, Pa.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33487
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(Name and address of agent for service)
(561) 330-9903
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(Telephone number, including
area code,of agent for service)
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
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Total Number of Pages: 8
Exhibit Index begins on sequentially numbered page: 8
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
$.001 par 2,000,000 $0.42[1] $ 840,000 $210.00
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[1] Pursuant to Rule 457(h), the maximum aggregate offering price
(estimated solely for the purpose of calculating the registration fee
based upon the average of the bid and asked price of the Registrant's
Common Stock as of March 29, 2001) : 2,000,000 shares with a value of
$0.42 per share.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Ameurotech Corporation has previously entered into agreements
with third party consultants, officers, directors and attorneys for
the issuance of our common stock in exchange for services these
individuals provided. In consideration for increasing the scope of
the continuing services rendered and to be rendered to the Company
until such time as we generate sufficient cash flow from operations,
and in order to compensate our consultants, officers, directors and
attorneys, we prepared this Form S-8 registration statement to provide
for the issuance of shares, as described below.
We have agreed to issue 2,000,000 for continued corporate
consulting and legal services to us as well as for the payment of
compensation to certain officers and directors.
Item 2. Registrant Information and Employee Plan Annual Information.
We shall provide consultants, officers, directors and attorneys,
without charge upon their written or oral request the documents
incorporated by reference herein in Item 3 of Part II of this
Registration Statement. We shall also provide the consultants and
attorneys, without charge, upon their written or oral request, with
all other documents required to be delivered to them pursuant to Rule
428(b) under the Act. Any and all such requests shall be directed to
us at our place of business as reflected in this Registration
Statement.
PART II
INFORMATION REQUIRED IN 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) Registrant's Form 10-SB as filed with SEC on February 2, 2000.
(B) Registrant's Form 10-KSB filed for the year ended December 31, 1999 as
well as the Registrant's latest quarterly reports of Form 10-QSB for
the quarters ended March 31, 2000 and June 30, 2000 and September 30, 2000.
(C) Registrant's Current Reports on Form 8-K dated July 6, July 13,
2000 and August 9, 2000.
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(D) All other reports which may be filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of the
fiscal year covered by Registrant's Form 10-KSB for the year ended
December 31, 1999, prior to the filing of a post effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold.
(E) Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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. 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.
We are registering up to 2,000,000 shares of our common stock, par value
of $0.001 per share. Each holder of our common stock is entitled to one vote
per share of common stock standing in such holder's name on our records on
each matter submitted to a vote of our stockholders, except as otherwise
required by law. Holders of our common stock do not have cumulative voting
rights so that the holders of more than 50% of the combined shares of our
common stock voting for the election of directors may elect all of the
directors if they choose to do so and, in that event, the holders of the
remaining shares of our common stock will not be able to elect any members
to our board of directors. Holders of our common stock are entitled to
equal dividends and distributions, per share, when, as and if declared
by our board of directors from funds legally available. Holders of our
common stock do not have pre-emptive rights to subscribe for any of our
securities nor are any shares of our common stock redeemable or convertible
into any of our other securities. If we liquidate, dissolve or wind up our
business or affairs, our assets will be divided up pro-rata on a
share-for-share basis among the holders of our common stock after
creditors and preferred shareholders, if any, are paid.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
Under the Nevada Business Associations Act (the "Business Association
Act") Title 7, Chapter 78, directors of the Company will be liable to the
Company or its shareholders for (a) the amount of a financial benefit
received by the director to which the director is not entitled; (b) an
intentional infliction of harm on the Company or its shareholders; (c)
certain unlawful distributions to shareholders; and (d) an intentional
violation of criminal law. These provisions do not limit or eliminate the
rights of the Company or any shareholder to seek non-monetary relief such
as an injunction or rescission in the event of a breach of a director's
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duty of care.
The Company's Articles require the Company to indemnify each director
and officer of the Company and his or her respective heirs, administrators,
and executors against all liabilities and expenses reasonably incurred in
connection with any action, suit, or proceeding to which he or she may be
made a party by reason of the fact that he or she is or was a director or
officer of the Company, to the full extent permitted by the laws of the
state of Nevada now existing or as such laws may hereafter be amended. The
expenses of officers and directors incurred in defending a civil or criminal
action, suit, or proceeding shall be paid by the Company as they are
incurred and in advance of the final disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the director
or officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by
the Company.
The Company may, at the discretion of the board of directors,
indemnify any person who is or was a party or is threatened to be made party
to any threatened, pending, or completed action or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee, or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee, or agent of another company, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, actually and
reasonably incurred by him or her in connection with the defense or
settlement of the action or suit, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the Company, except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable to the Company, unless and only to the extent
that the court in which the action or suit was brought shall determine on
the application that despite the adjudication of liability but in the view
of all circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as to the court deems proper.
The Company's Bylaws permit the Company to purchase and maintain
insurance on behalf of any Director, Officer, Agent or employee whether or
not the Company would have the power to indemnify such person against the
liability insured against.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed:
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Exhibit I. See Exhibits in Exhibit Index following the Signature Page.
Item 9. Undertakings:
We hereby undertake:
(a) 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.
(b) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(d) We hereby undertake that, for the purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of our
Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act Of 1933, as amended, may be permitted to directors, officers,
and controlling persons of IRT Industries, Inc. pursuant to the foregoing
provisions, or otherwise, the we have 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 against such liabilities (other than payment by us
of expenses paid or incurred by a director, officer or controlling person of
us 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, we 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.
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SIGNATURE PAGE
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Pursuant to the requirements of the Securities Act of 1933, as
amended, we certify that we have reasonable grounds to believe that we
meet all of the requirements for filing on Form S-8 and have duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, the
state of North Carolina, on the 4th day of April, 2001.
AMEUROTECH CORPORATION
/s/Stefano Zorzi
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By: Stefano Zorzi
Title: President and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.
Dated: Charlotte, North Carolina
April 4, 2001
AMEUROTECH CORPORATION
/s/Stefano Zorzi
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By: Stefano Zorzi
Title: President and Director
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EXHIBIT INDEX
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EXHIBIT NUMBER ITEM
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5.1 Opinion regarding legality by Law Office of
L. Van Stillman, PA
23.1 Letter on audit report (consent of independent
auditors) from Marvin N. Winick, B. SC.,
Chartered Accountant
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