As filed with the Securities and Exchange Commission on August 29, 2001
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------
CARNEGIE INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Colorado 0-8918 13-3692114
(State or Other Jurisdiction (Commission Number) (I.R.S. Employer
of Incorporation or Organization) Identification No.)
11350 McCormick Road, Executive Plaza 3, Suite 1001,
Hunt Valley, Maryland 21031
(Address of Principal Executive Offices) (Zip Code)
------------
CARNEGIE INTERNATIONAL CORPORATION
AMENDED AND RESTATED STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
------------
LOWELL FARKAS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
11350 McCORMICK ROAD
EXECUTIVE PLAZA 3, SUITE 1001
HUNT VALLEY, MARYLAND 21031
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(410) 785-7400
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED PROPOSED
SECURITIES TO TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------- ---------- ---------------- ----------------- ----------------
Common Stock, 10,000,000 $ N/A $ N/A $ 2500.00
No par value --- --- -------
================ ========== ================ ================= ===============
(1) Estimated in accordance with Rule 457 solely for the purpose of
determining the registration fee. The fee with respect to 10,000,000
shares is based on $.00025 per share,
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and
2, (Amended and Restated Stock Incenitive Plan and registrant information) will
be sent or given to employees, non-employee directors and consultants as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Commission either
as part of this Registration Statement or as a prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by reference
into this Registration Statement. All documents filed by Carnegie International
Corporation (the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing
of this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
hereof from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB (the "2000 Form 10-K")
for the fiscal year ended December 31, 2000; and
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since January 1, 2001, including the Form 10-QSBs for
the quarters ended March 31, 2001 and June 30, 2001; and the Form 8-K filed with
the Commission on each of April 6, 2001, June 26, 2001 and June 29, 2001; and
(c) The description of the Registrant's Common Stock contained in the Form
10-K filed with the Commission on April 17, 2001, including any amendment or
report filed for the purpose of updating such description, and the description
of the Registrant's stock contained in the Articles of Amendment To Restated
Articles of Incorporation dated February 9, 1999.
ITEM 4. DESCRIPTION OF SECURITIES.
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered hereby has been passed upon for
the Registrant by Green Deveney, LLC, Baltimore, Maryland.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 109 of the Colorado Corporations and Associations Act provides in
Section 7-109-102 thereof that a corporation may indemnify an individual made
party to a legal proceeding because he is or was a director, against any
liability if the director's conduct was in good faith, he reasonably believed
his actions were in the best interest of the corporation, and in the case of any
criminal proceeding, he had not reasonable cause to believe his conduct was
unlawful. Section 7-109-103 provides for mandatory indemnification of any person
who was made party to a proceeding because he is or was a director and who was
wholly successful, on the merits or otherwise, in the defense of such
proceeding. Section 7-109-107 provides for the indemnification of the officers,
employees, fiduciaries and agents by a corporation to the same extent as to a
director.
Article Twelve of the Registrant's Articles of Incorporation, as amended,
provides to the Registrant the power to indemnify any director or officer or
former director or former officer in
2
connection with the defense of any proceedings in which such person is made a
party by reason of being a director or officer, limited by certain exceptions as
to misconduct by any such person. Article X of the Registrant's Bylaws also
provides for indemnification of officers, directors, employees and agents of the
Registrant to the full extent allowed by Colorado law. The Registrant will not
indemnify a director where the individual was adjudged liable to the Registrant
or where it was found that the director was found liable for deriving an
improper personal benefit, to the detriment of the Registrant.
The Registrant does maintain a directors' and officers' insurance policy
which insures the officers and directors of the Registrant from any claim
arising out of an alleged wrongful act by such persons in their respective
capacities as officers and directors of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
NOT APPLICABLE.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------------------------------
3.1 Articles of Amendment To Restated Articles of
Incorporation dated February 9, 1999
4.1 Carnegie International Corporation Amended and
Restated Stock Incentive Plan
5.1 Opinion of Green Deveney, LLC
as to legality of the Common Stock and
interests in the Plan being registered
23.1 Consent of Merdinger, Fruchter, Rosen & Corso,
P.C., Certified Public Accountants
23.2 Consent of Green Deveney, LLC (included in
Opinion filed as Exhibit 5 hereto)
24.1 Powers of Attorney (included at PART II,
page 4)
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 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;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, as amended (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
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.
The undersigned Registrant further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
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 or otherwise, the Registrant 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
3
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in a
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
The Registrant. 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 County of Baltimore, State of Maryland, on this 27th
day of August, 2001.
CARNEGIE INTERNATIONAL CORPORATION
BY: /s/ LOWELL FARKAS
-------------------------------------
LOWELL FARKAS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lowell Farkas, E. David Gable, Adnan Khan, Walt
Nawrocki and Allan Jay Kovitz, or any one of them, his true and lawful
attorneys-in-fact and agents, 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 post-effective amendments to this Registration
Statement, and to file the same with all exhibits hereto, and other documents in
connection herewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, 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 attorneys-in-
fact and agents, or any of them, or their or his 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 on August 27, 2001 by the following
persons in the capacities indicated below.
SIGNATURE TITLE
-------------------------- -----------------------------------------------
/s/ Lowell Farkas Director, President and Chief Executive Officer
-------------------------- (Principal Executive Officer)
Lowell Farkas
/s/ E. David Gable Director and Chairman
--------------------------
E. David Gable
/s/ Adnan Khan Director
--------------------------
Adnan Khan
/s/ Walt Nawrocki Director
--------------------------
Walt Nawrocki
/s/ Allan Jay Kovitz Director
--------------------------
Allan jay Kovitz
4
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------------------------------
3.1 Articles of Amendment To Restated Articles of
Incorporation dated February 9, 1999
4.1 Carnegie International Corporation Amended and
Restated Stock Incentive Plan
5.1 Opinion of Green Deveney, LLC as to legality of
the Common Stock and interests in the Plan being
registered
23.1 Consent of Merdinger, Fruchter, Rosen & Corso,
P.C., Certified Public Accountants
23.2 Consent of Green Deveney, LLC (included in
Opinion filed as Exhibit 5 hereto)
24.1 Powers of Attorney (included at PART II page 4)
5