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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
CURRENT REPORT
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT ( DATE OF EARLIEST EVENT REPORTED ) AUGUST 6 1997
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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.)
7979 OLD GEORGETOWN RD BETHESDA MD 20814
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(Address of principal executive offices)(Zip Code)
--------------- NOT APPLICABLE ---------------
(Former name or former address, if change since last report)
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Shares Offering Price Fee
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COMMON SHARES 800,000 $.43 $800,000 $102
as per value
TOTAL $102
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(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457.
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PART 11
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 and all the amendments hereto:
b) The Company's Current Reports or Form 8-K filed subsequent to
December 31, 1996 and
c) The description of the common stock, one dollar par value per
shares (the "Common Stock") of the Company as contained the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, file No.
0-7693.
All documents filed by the Company with the Commission pursuant to
Section 13 (a), 13 (c ), 14 and 15 (d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document 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 subsequently filed supplement to this Registration Statement or in any
document that is subsequently 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.
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Item 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(d) above
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Fillmore & Griffin LC, 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 and Griffin 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.
The Company's Articles of Incorporation authorize the Board of
Directors, on behalf of the Company and without shareholder action, to exercise
all of the Company's powers of indemnification to the maximum extent permitted
under the applicable statutes of the state of Missouri, permits the Company to
indemnify its directors, officers, employees, fiduciaries, and agents as
follows:
Missouri Statutes permits a corporation to indemnify such persons for
reasonable expenses in defending against liability incurred in any legal
proceeding if:
(a) The person conducted himself or herself in good faith;
(b) The person reasonable believed:
(1) In the case of conduct in an official capacity with
the corporation, that his or her conduct was in the corporation's best
interest; and
(2) In all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and
(c ) In the case of any criminal proceeding the person had no
reasonable cause to believe that his or her conduct was unlawful.
A corporation may not indemnify such person under the Missouri Code:
(a) In connection with a proceeding by or in the right of the
corporation in which such person adjudged liable to the corporation; or
(b) In connection with any other proceeding charging that such
person derived any improper benefit, whether or not involving action in an
official capacity, in which proceeding such person was adjudged liable on the
basis that he or she derived an improper personal benefit.
Unless limited by the Articles of Incorporation, and there are not
such limitations with respect to the Company, Missouri Revised statutes require
that the corporation shall indemnify
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such a person against reasonable expenses who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the person was a
party because of his status with the corporation.
Under Missouri Revised Statutes, the corporation may pay reasonable
fees in advance of final disposition of the proceeding if.
(a) Such person furnished to the corporation a written affirmation
of the such person's good faith belief that he or she has met the Standard of
Conduct described in Missouri Code.
(b) Such person furnishes the corporation a written undertaking,
executed personally or on person's behalf, to repay the advance if it is
ultimately determined that he or she did not meet the Standard of Conduct in
Missouri Code.
(c ) A determination is made that the facts then known to those
making the determination would not preclude indemnification.
Under the Missouri Code, a corporation may not indemnify such person,
including advanced payments, unless authorized in the specific case after a
determination has been made that indemnification of such person is permissible
in the circumstances because he met the Standard of Conduct under Missouri Code
and such person has made the specific affirmation and undertaking required
under the stature. The required determinations are to be made by a majority
vote of a quorum of the Board of Directors, utilizing only directors who are
not parties to the proceeding. If a quorum cannot be obtained, the
determination can be made by a majority vote of a committee of the Board, which
consists of at least two directors who are not parties to the proceeding. If
neither a quorum of the Board nor a committee of the Board can be established,
then the determination can be made either by the Shareholders or by independent
legal counsel selected by majority vote of the Board of Directors.
The corporation is required by the Missouri code to notify the
shareholders in writing of any indemnification of a director with or before
notice of the next shareholders' meeting.
Under the Missouri code such person may apply to any count of
competent jurisdiction for a determination that such person is entitled under
the stature to be indemnified from reasonable expenses.
Under the Missouri code a corporation may also indemnify and advance
expenses to an officer, employee, fiduciary, or agent who is not a director to
a greater extent than the foregoing indemnification provisions, if not
inconsistent with public policy, and if provided for in the corporation's
bylaw, general or specific action of the Board of Directors, or shareholders,
or contract.
Section permits the corporation to purchase and maintain insurance to
pay for any indemnification of reasonable expenses as discussed herein.
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The indemnification discussed herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under the Articles
of Incorporation, any Bylaw, agreement, vote of shareholders, or disinterested
directors, or otherwise, and any procedure provided for by any of the
foregoing, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of heirs, executors, and administrators of such a person.
Insofar as indemnification for liabilities under the Securities Act of
1933 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 is 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 expense
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 Act and will be governed by the
final adjudication of such issue.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
[Asterisk (*) indicates exhibits incorporated by reference
herein.]
Exhibits
Number Description
3.1 * All of the Registrant's corporate filings and those
incorporated by reference in the Company's Form 10-K year
ended December 31, 1996 filed with the Commission, file no.
0-7693.
3.2 * International Mercantile Corporation Group Compensation Plan,
dated August 6, 1997.
5. Opinion of Counsel, Fillmore & Griffin LC.
24.1 Consent of Counsel
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Item 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) 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;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the formation set forth in the registration statement;
(iii) 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) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the time shall be deemed to be the initial
bonafide offering thereof.
(c ) 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.
2. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Exchange Act (and, where applicable, each filing of any employee benefits
plan's annual report pursuant to 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 herein, and the
offering of such securities at that time shall be deemed to be in the initial
bonafide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the Bethesda , Maryland on the 6Th day of August, 1997.
INTERNATIONAL MERCANTILE CORPORATION
Dated: August 6, 1997 By:
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Max Apple
Chairman of the Board
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of this Registrant and in the capacities and
on the dates indicated.
CHIEF ACCOUNTING OFFICER
Dated: August 6, 1996 By.
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MAJORITY OF BOARD OF DIRECTORS:
Dated: August 6, 1996 By.
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Max Apple
Dated: August 6, 1996
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Gregory Dutcher
Dated: August 6, 1996
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Walt DeRhonde
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EXHIBIT INDEX
[Asterisk (*) indicates exhibits incorporated by reference herein]
Exhibit
Number Description
EXHIBITS
[Asterisk (*) indicates exhibits incorporated by reference
herein.]
Exhibits
Number Description
3.1 * All of the Registrant's corporate filings and those
incorporated by reference in the Company's Form 10-K year
ended December 31, 1996 filed with the
Commission, file no. 0-7693.
3.2 International Mercantile Corporation Group Compensation Plan,
dated August 6, 1997.
5 Opinion of Counsel, Fillmore & Griffin LC.
24.1 Consent of Counsel
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