As Filed with the Securities and Exchange Commission on March 16, 2001
Registration No. ________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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IKON VENTURES, INC.
(Exact name of registrant as specified in its charter)
Suite 305, Collier House Street,
163/169 Brompton Road
London SW3 1PY
NEVADA ENGLAND 76-0270295
(State or other (Address, including zip code, (I.R.S. Employer
jurisdiciation of of registrant's principal Identification No.)
incorporation or executive offices)
organization)
2001 Employee Stock Compensation Plan
(Full Title of the Plan)
Ian Rice
President
Ikon Ventures, Inc.
Suite 305, Collier House
163/169 Brompton Road
London SW3 1PY
England
011-44-171-591-4435
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share(1) Price(2) Registration Fee
- ------------------------ ------------ ------------------ ------------------ ----------------
Common Stock, $.001 par
value per share 5,000,000 Shares (3) $2,031,250 $507.81
- -----------------------------------------------------------------------------------------------
(1) Omitted pursuant to Rule 457(o) under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) based on the average of the bid
and ask prices for the Common Stock on March 12, 2001 as reported on the
over the counter market OTCBB.
(3) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I of this Registration Statement will be sent or given to
eligible employees as specified by Rule 428(b) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 promulgated under
the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Ikon Ventures, Inc.
(the "Registrant") with the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference
(File No. 000-29331):
(a) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000; and
(b) Description of Registrant's common stock contained in
Registrant's Form 10-SB filed with the Commission on February
3, 2000.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
The Nevada General Corporation Law ("NGCL") permits corporations to
indemnify any director, officer, employee or agent of a corporation from and
against any and all expenses and other liabilities incurred in connection with
any threatened, pending or completed action or proceeding, whether civil,
criminal administrative or investigative, except an action by or in the right of
the corporation, if such person acted in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
In addition, under the NGCL, a corporation may indemnify any director,
officer, emplo7yee or agent of a corporation from and against any and all
expenses and other liabilities incurred in connection with any threatened,
pending or completed action or suit by or in the right of the corporation if
such person acted in good faith and in a manner which such person reasonably
believed to be or not opposed to the best interests of the corporation. However,
the NGCL provides that indemnification may not be made with respect to any
matter as to which a person has been determined to be liable to the corporation
by a court of competent jurisdiction in a final adjudication, unless and only to
the extent that the court in which the action was brought or another court of
competent jurisdiction determines that the person is entitled to indemnity.
The NGCL further provides that a corporation must indemnify any
director, officer, employee or agent of a corporation from and against any and
all expenses incurred by such person in the defense of any action, suit or
proceeding, provided that such person has been successful in the defense of such
suit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that, in the opinion of the SEC, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.
Furthermore, a successful indemnification of any officer or director could
deplete the assets of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
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(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 set forth in the
registration statement. 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 reflected
in the form of 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% 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required in a post-effective amendment is incorporated by
reference from periodic reports filed by Registrant under the Exchange
Act in the registration statement.
(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 shall be deemed to be the initial bona fide offering.
(3) File a post-effective registration statement to
remove from registration any of the securities being registered which
remain unsold at the end of the offering.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on March 16, 2001.
IKON VENTURES, INC.
By: /s/ Ian Rice
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Ian Rice
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Ian Rice his true and lawful attorney-in-fact and agent, 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 amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
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 below by or on behalf of the following
persons in the capacities indicated on March 16, 2001.
/s/ Ian Rice Director March 16, 2001
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Ian Rice
/s/ Stephen Gross Director March 16, 2001
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Stephen Gross
/s/ Kurt Schlapfer Director, Chief Financial March 16, 2001
--------------------------- and Accounting Officer
Kurt Schlapfer
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IKON VENTURES, INC.
EXHIBIT INDEX
Exhibit
Number Description
------------ --------------------------------------------------------------
5.1 Opinion of Counsel.
10.5 2001 Employee Stock Compensation Plan (incorporated by
reference to Registrant's Definitive Proxy Statement Filed
with the Securities and Exchange Commission on February 1,
2001)
23.1 Consent of HLB Kidsons
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).
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