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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1999
REGISTRATION NUMBER 33-_______
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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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SMARTIRE SYSTEMS INC.
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(Exact Name of Registrant as specified in its charter)
BRITISH COLUMBIA, CANADA NOT APPLICABLE
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State or other jurisdiction of (I.R.S. Employee I.D. Number)
incorporation or organization
SUITE 150, 13151 VANIER PLACE, RICHMOND, BRITISH COLUMBIA, CANADA, V6V 2J1
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Address of Principal Executive Office, including Zip Code
MANAGEMENT AGREEMENT
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Full title of the agreement(s)
Kevin A. Carlson
SmarTire Systems Inc.
Suite 150, 13151 Vanier Place
Richmond, British Columbia, Canada V6V 2J1
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(Name and Address of Agent for Service)
(604) 276-9884
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(Telephone Number, including area code, of agent for service)
COPIES TO:
Mr. Bernard Pinsky
Clark Wilson, Barristers & Solicitors
Suite 800, 885 West Georgia Street
Vancouver, B.C., Canada, V6C 3H1
Telephone: (604) 687-5700
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
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Common Stock 10,000 $1.64(2) $ 16,400.00 $4.33
(1) Shares issued pursuant to a certain management agreement.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h), based on the average of the high and low
prices reported on The Nasdaq Small Cap Market on December 14, 1999, a day
within 5 business days of the filing of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PROSPECTUS FOR RESALES
The material which follows, up to but 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 a Management Agreement by an affiliate of
SmarTire Systems Inc. (the "Company"), as defined in Rule 405 under the
Securities Act of 1933, as amended.
PROSPECTUS
SMARTIRE SYSTEMS INC.
10,000 SHARES OF COMMON STOCK
This Prospectus relates to shares of Common Stock of the Company which may be
offered from time to time by the people named under "Selling Security Holders"
on The Nasdaq SmallCap 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, Canada, V6V 2J1.
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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 or the Selling
Security Holders in any state to any person to whom it is unlawful for the
Company or the Selling Security Holders 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.
The expenses of preparing and filing the Registration Statement of which this
Prospectus is a part are being borne by the Company.
The date of this Prospectus is December 17, 1999
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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 requested from the Company's Corporate
Secretary or 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
Annual Report on Form 10-KSB for the fiscal year ended July 31, 1999 (b) all
documents filed by the Company pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since July 31, 1999, and (c) 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 de-registers 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., Suite 150, 13151 Vanier Place,
Richmond, British Columbia, Canada, V6V 2J1, Attention: Corporate Secretary,
telephone number (604) 276-9884.
SELLING SECURITY HOLDERS
The Prospectus relates to possible sales by an officer and director of the
Company of shares of Common Stock granted under a Management Agreement. The name
of the Selling Securities Holder and the amounts of securiy available for
resale are as follows:
Kevin Carlson 10,000 Shares of Common Stock
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METHOD OF SALE
The Company anticipates that any sales of the shares offered by this Prospectus
by the Selling Security Holder will be made to the public on The Nasdaq Small
Cap 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.
SECURITIES AND EXCHANGE'S 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 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 Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1999;
(b) the Company's Current Report on Form 8-K filed with the
Commission on October 8, 1999;
(c) the Company's Current Report on Form 8-K filed with the
Commission on November 29, 1999; and
(d) 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 de-registers 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
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reason of his having been a director or secretary or assistant secretary of the
Company, if: (a) he acted honestly and in good faith, 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 acted
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.
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 Management Agreement dated August 1, 1999 between the Company
and Kevin Carlson; and
5.1 Opinion of Clark, Wilson, Barristers & Solicitors (including
consent).
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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.
(c) That, for the purpose of determining 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering hereof;
(d) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the offering; and
(e) To file a post-effective amendment to the registration statement
to include any financial statements required by Regulation 210
at the start of any delayed offering or throughout a continuous
offering.
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 December 17, 1999.
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SmarTire Systems Inc.
Per: /s/ Robert Rudman
Robert Rudman, Chairman and Chief Executive Officer
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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 CEO, Chairman December 16, 1999
- -------------------------------- and Director (Principal
Robert Rudman Executive Officer)
/s/ Mark Desmarais President, December 16, 1999
- -------------------------------- Chief Operating Officer
Mark Desmarais and Director
/s/ Kevin Carlson Chief Financial Officer December 16, 1999
- -------------------------------- and Director (Principal
Kevin Carlson Financial Officer and
Principal Accounting Officer)
/s/ John Bolegoh Vice President December 16, 1999
- -------------------------------- Operations and
John Bolegoh Director
/s/ Dana Stonerook Director December 16, 1999
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Dana Stonerook
/s/ Lawrence Becerra Director December 16, 1999
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Lawrence Becerra
/s/ Bernard Pinsky Director December 16, 1999
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Bernard Pinsky
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Management Agreement dated August 1, 1999 between
the Company and Kevin Carlson; and
5.1 Opinion of Clark, Wilson, Barristers & Solicitors
(including consent).