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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1998
REGISTRATION NO. 33-_______
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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SMARTIRE SYSTEMS INC. (FORMERLY UNICOMM SIGNAL INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
British Columbia, Canada Not Applicable
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(State or other jurisdiction (I.R.S. Employee I.D. Number)
of incorporation or organization)
150-13151 VANIER PLACE, RICHMOND, BRITISH COLUMBIA, V6V 2J1
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(Address of Principal Executive Office, including Zip Code)
1998 STOCK INCENTIVE PLAN (U.S.)
1998 STOCK INCENTIVE PLAN (NON-U.S.)
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(Full title of the agreement)
(604) 276-9884
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(Telephone number, including area code, of agent for service)
COPIES TO:
DAVID L. FICKSMAN, ESQ.
LOEB & LOEB LLP
1000 WILSHIRE BOULEVARD, SUITE 1800
LOS ANGELES, CALIFORNIA 90017
(213) 688-3698
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered(1) per unit(2) price fee
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Common Stock 900,000 $4.94 $4,443,750 $1,235.36
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(1) DETERMINED PURSUANT TO RULE 457(H).
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(C) AND (H), BASED ON THE AVERAGE OF THE HIGH AND LOW
PRICES ON NOVEMBER 17, 1998.
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PROSPECTUS FOR RESALES
The material which follows, up to but not including the page
beginning Part II of this Registration Statement, constitutes a prospectus,
prepared on Form S-3, in accordance with General Instruction C to Form S-8, to
be used in connection with resales of securities acquired under the 1998 Stock
Incentive Plan (U.S.) and 1998 Stock Incentive Plan (Non- U.S.) by affiliates of
SmarTire Systems, Inc., as defined in Rule 405 under the Securities Act of 1933,
as amended.
PROSPECTUS
SMARTIRE SYSTEMS INC.
COMMON STOCK
This Prospectus relates to shares of Common Stock of SmarTire
Systems Inc. (the "Company") which may be offered from time to time by the
people named under "Selling Security Holders" in the over the counter market,
where the Company's Common Stock currently is traded, or on securities
exchanges, through automated quotation systems or in other markets where the
Common Stock may be traded, or in negotiated transactions, at prices and on
terms then available. The respective Selling Security Holders will pay any
brokerage fees or commissions relating to sales by them. See "Method of Sale."
The Company will receive no part of the proceeds of any such sales. The
principal executive office of the Company is located at 150-13151 Vanier Place,
Richmond, British Columbia, V6V 2J1.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make
any representations not contained in this Prospectus. Any information or
representation not contained herein must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
any of the securities covered by this Prospectus by the Company in any state to
any person to whom it is unlawful for the Company to make such offer. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof or since the dates as of which
information has been incorporated herein.
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The expenses of preparing and filing the Registration Statement of
which this Prospectus is a party are being borne by the Company.
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The date of this Prospectus is November __, 1998
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TABLE OF CONTENTS
Available Information.........................................................4
Incorporation by Reference....................................................4
Selling Security Holders......................................................5
Method of Sale................................................................5
SEC Position Regarding Indemnification........................................5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance with that Act files reports
and other information with the Securities and Exchange Commission. All reports,
proxy statements and other information filed with the Securities and Exchange
Commission by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, New York, New York 10048, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 11th floor, 5670 Wilshire Boulevard, Los
Angeles, California 90036. Copies of that material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address of
such site is (http://www.sec.gov)
INCORPORATION BY REFERENCE
The Company incorporates by reference into this Prospectus (a) the
Company's Registration on Form 10-SB, as amended (b) the Company's Annual Report
on Form 10-KSB for the fiscal year ended July 31, 1998 (c) all documents filed
by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since July 31, 1998, and (d) the description of the Company's Common
Stock included in its registration statement under Section 12 of the Securities
Exchange Act of 1934 relating to the Common Stock, including any amendment or
report filed for the purpose of updating such description. All documents
subsequently filed by the Company pursuant to Sections 13(a), 14(c), 14 and
15(d) of the Securities Exchange Act of 1934, 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, will be deemed
to be incorporated by reference in this Registration Statement and to be part of
it from the date of filing such documents. Copies of all documents which are
incorporated by reference will be provided without charge to anyone to whom this
prospectus is delivered upon a written or oral request to SmarTire Systems Inc.,
150-13151 Vanier Place, Richmond, British Columbia, V6V 2J1, Attention:
Corporate Secretary, telephone number (604) 276-9884.
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SELLING SECURITY HOLDERS
The Prospectus relates to possible sales by officers and directors
of the Company of shares of Common Stock purchased by them through the exercise
of options or shares of the Company's Common Stock granted to them under the
Company's 1998 Stock Incentive Plan (U.S.) and 1998 Stock Incentive Plan
(Non-U.S.) (collectively, the "Stock Plans"). The names of those Selling
Securities Holders are not known by the Company at this time and will be
provided by the Company, along with the number of shares of Common Stock owned
by each of them and the number of shares to be resold, in a supplement to this
Prospectus pursuant to General Instruction C(3) to Form S-8 and Rule 424(b)
under the Securities Act of 1933.
METHOD OF SALE
The Company anticipates that any sales of the shares offered by
this Prospectus by Selling Security Holders will be made to the public in the
over the counter market where the Company's Common Stock currently is traded or
on securities exchanges, through automated quotation systems or in other markets
where the Company's Common Stock may be traded, or in negotiated transactions.
The Company anticipates that sales will be at prices current when the sales take
place. Sales may involve payment of brokers' commissions by Selling Security
Holders. Sales may also be made pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Act") without delivery of this
Prospectus. There is no present plan of distribution.
SEC POSITION REGARDING INDEMNIFICATION
The Company's Articles provide for indemnification of officers and
directors.
Insofar as indemnification for liabilities arising under the Act
might be permitted to directors, officers or persons controlling the Company
under the provisions described above, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of SmarTire Systems Inc. (the "Company")
previously filed with the Securities and Exchange Commission (the "Commission")
by the Company are incorporated into this Registration Statement by reference:
(a) The Company's Registration Statement on Form 10-SB, as
amended;
(b) The Company's Annual Report on Form 10-KSB for the fiscal
year ended July 31, 1998; and
(c) The description of the Company's common stock contained in
the Company's registration statement filed with the Commission under Section 12
of the Securities Exchange Act of 1934, as amended, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all shares offered hereunder have been sold or 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.
ITEM 4. DESCRIPTION OF SECURITIES.
No description of the class of securities to be offered is
required under this item because the class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No such interests.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles provide, among other things, that, subject
to the Company Act (British Columbia), the Company will indemnify each and every
director, secretary or assistant secretary and each and every former director,
secretary or assistant secretary of the Company against all reasonable losses,
costs, charges and expenses properly incurred, including any amount paid to
settle an action or satisfy a judgment in a civil, criminal or administrative
action or proceeding by reason of his having been a director or secretary or
assistant secretary of the Company, if: (a) he acted honestly and in good faith,
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with a view to the best interests of the company; and (b) he had reasonable
grounds for believing his conduct was lawful.
The Company's Articles further provide that the Company may, if
permitted by law, indemnify any person who serves or has served as a director,
officer, employee or agent of the Company, or of any corporation of which the
Company is a shareholder. Further, the Company is authorized by its Articles to
purchase and maintain insurance for the benefit of any person who is or was
serving as a director, officer, employee or agent of the Company or of any
corporation of which the Company is a shareholder, against any liability which
may be incurred by him in that capacity.
Under Section 128 of the Company Act (British Columbia), any
indemnity provided by the Company to the following persons is subject to court
approval:
(a) a director or former director of the Company;
(b) a director or former director of any corporation
of which the Company is or was a shareholder;
(c) the heirs and personal representatives of any
person mentioned in paragraph (a) or (b);
(d) an officer or former officer of the Company or of
a corporation of which the Company is or was a
shareholder.
The Company may indemnify such person against all reasonable
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or proceeding to which
the person is made a party because of being or having been a director or
officer, including an action brought by the Company or corporation.
Indemnification is only possible under Section 128 of the Company Act (British
Columbia) if: (a) the person acting honestly and in good faith with a view to
the best interests of the corporation of which the person is or was a director
or officer; and (b) in the case of a criminal or administrative action or
proceeding, the person had reasonable grounds for believing that the person's
conduct was lawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as a part of
this Registration Statement, which Exhibits are incorporated herein.
4.1 1998 Stock Incentive Plan (U.S.)
4.2 1998 Stock Incentive Plan (Non-U.S.)
5.1 Opinion of Clark Wilson (including consent)
23.1 Consent of KPMG
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) For purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
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.
(b) 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 Securities and Exchange
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 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.
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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 Richmond, British Columbia, on November 18, 1998.
SmarTire Systems Inc.
By: /s/ Robert Rudman
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Name: Robert Rudman, President
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 dates indicated.
Signature Title Date
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/s/Robert Rudman President and Director November 18, 1998
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Robert Rudman
/s/Kevin Carlson Chief Financial Officer November 18, 1998
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Kevin Carlson and principal accounting
officer)
/s/Joseph Merback Director November 18, 1998
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Joseph Merback
/s/John I. Bolegoh Director November 18, 1998
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John I. Bolegoh
/s/Lawrence Becerra Director November 18, 1998
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Lawrence Becerra
/s/Mark Desmarais Director November 18, 1998
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Mark Desmarais
/s/Kenneth Morgan Director November 18, 1998
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Kenneth Morgan
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/s/Bernard Pinsky Director November 18, 1998
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Bernard Pinsky
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EXHIBIT INDEX
Exhibit No. Description Page
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4.1 1998 Stock Incentive Plan (U.S.) 12
4.2 1998 Stock Incentive Plan (Non-U.S.) 30
5.1 Opinion of Clark Wilson (including consent) 42
23.1 Consent of KPMG 44
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