AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL __, 2001
REGISTRATION NO. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INNOVATIVE HOLDINGS & TECHNOLOGIES, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 74-2929034
- ------------------------------------ -------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number
100 South Orange Avenue
Suite 300
Orlando, FL 32801
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(Address of Principal Executive Offices)
Chairman Compensation
----------------------------------------
(Full title of the Plan)
-----------------------
Helmut Wyzisk
Chairman and President
100 South Orange Avenue
Suite 300
Orlando, FL 32801
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(Name and address of agent for service)
(407) 481-8900
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
============================= ===================== ====================== ===================== =====================
Proposed maximum Proposed
Title of securities Amount to be offering price maximum aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
............................. ..................... ...................... ..................... .....................
Common stock, 10,000,000
$.001 par value shares $0.07 $700,000 $175
============================= ===================== ====================== ===================== =====================
(1) The registration fee was computed in accordance with Rule 457(h).
REOFFER/RESALE PROSPECTUS
INNOVATIVE HOLDINGS & TECHNOLOGIES, INC.
10,000,000 SHARES COMMON STOCK ($.001 PAR VALUE)
This prospectus is being used in connection with the reoffer or resale
from time to time of up to 10,000,000 shares of our common stock by Helmut
Wyzisk of Innovative Holdings & Technologies, Inc. (named under the caption and
hereafter referred to as "Selling Shareholder"). The Selling Shareholder
acquired the common stock as compensation for his employment by Innovative
Holdings & Technologies, Inc.
The Selling Shareholder may sell the common stock from time to time in
one or more transactions (which may involve one or more block transactions) in
sales occurring in the public market, in privately negotiated transactions
(including sales pursuant to pledges), or in a combination of such transactions.
Each sale may be made either at market prices prevailing at the time of such
sale, at negotiated prices or at fixed prices, which may be changed. Some or all
of the shares of common stock may be sold through brokers acting on behalf of
the Selling Shareholder or to dealers for resale by such dealers; and in
connection with such sales, such brokers or dealers may receive compensation in
the form of discounts, fees or commissions from the Selling Shareholder and/or
the purchasers of the shares for whom they may act as broker or agent (which
discounts, fees or commissions may be in excess of those customary in the type
of transaction involved). However, any shares of common stock covered by this
prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
of 1933, as amended, may be sold under Rule 144 rather than pursuant to this
prospectus.
All expenses of registration incurred in connection with this offering
are being borne by us, but all brokerage commissions and other selling expenses
incurred by the Selling Shareholder will be borne by him. The shares of common
stock are being sold by the Selling Shareholder acting as principal for his own
account. We will not be entitled to any of the proceeds from such sales.
The Selling Shareholder and any dealer acting in connection with the
offering of any of the common stock or any broker executing selling orders on
behalf of the Selling Shareholder may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended. In such event, any profit on
the sale of any or all of the shares by them and any discounts or concessions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended.
Our common stock is quoted on the OTC Electronic Bulletin Board under
the symbol "IHTL." On April 12, 2001, the closing price of the common stock as
reported on the OTC Electronic Bulletin Board was $0.07 per share.
--------------------
Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 6 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is April 16, 2001
2
TABLE OF CONTENTS
Page
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Available Information.........................................................3
Incorporation of Certain Documents by Reference...............................4
The Company...................................................................5
Risk Factors..................................................................5
Use of Proceeds...............................................................7
Selling Shareholder...........................................................7
Plan of Distribution..........................................................8
Legal Matters.................................................................8
Liability of Directors and Officers, Indemnification..........................9
Special Note Regarding Forward-Looking Statements.............................9
--------------------
Our principal executive offices are located at 100 S. Orange Ave.,
Suite 300, Orlando, Florida 32801, and our telephone number is (407) 481-8900.
The information in our Web site is not incorporated by reference into this
prospectus. Any reference in this prospectus to "we" or "our" is a reference to
Innovative.
The information in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus. You
should assume that the information appearing in this prospectus is accurate as
of the date on the front cover of the prospectus.
AVAILABLE INFORMATION
We are subject to the information and periodic reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance with the Exchange Act, we file reports, proxy statements, and other
information with the Securities and Exchange Commission (the "Commission"). This
prospectus does not contain all of the information set forth in the registration
statement to which it relates, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Statements contained in this
prospectus concerning the provisions of any document are not necessarily
complete and, in each instance, reference is hereby made to the copy of the
document filed as an exhibit to the registration statement.
The registration statement described above, its exhibits, and the
reports, proxy statements, and other information filed by us with the Commission
can be inspected and copied at the public reference facilities maintained by the
Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330. Copies of
such material may be obtained by mail at prescribed rates from the Commission's
Public Reference Section at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material may also be accessed at the Commission's
home page or the Internet at http:/www.sec.gov. The Commission maintains a web
site, the address of which is http:/www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants, including
Innovative, that file electronically with the Commission.
3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
(1) The Registrant's Annual Report on Form l0-KSB for the
fiscal year ended December, 31, 2000.
(2) All other reports filed by the Registrant with the
Commission pursuant to Section 13(a) or Section 15(d) of the Exchange
Act since the end of the fiscal year covered by the Registrant's Annual
Report referred to above; and
(3) The description of the Common Stock of the Registrant
contained in the Registrant's Registration Statement.
All documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto 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 of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference, or contained in this prospectus, shall be
deemed to be modified or superseded for purposes of this prospectus 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. Any such statement so modified shall not
be deemed to constitute a part of this prospectus except as so modified, and any
statement so superseded shall not be deemed to constitute a part of this
prospectus.
We will provide without charge to each person to whom a copy of this prospectus
is delivered, upon the written or oral request of such person, a copy of any or
all documents incorporated by reference into this prospectus except the exhibits
to such documents (unless such exhibits are specifically incorporated by
reference in such documents). Requests for such copies should be directed to
Investor Relations, 100 South Orange Avenue, Suite 300, Orlando, FL 32801.
Telephone (407) 481-9800.
4
THE COMPANY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE.
Innovative Holdings & Technologies, Inc. (the "Company" or "IHTL") was
incorporated under the laws of the State of Colorado on January 7, 1987. We have
one operating subsidiary named Xtreme Telemetry Systems, Inc. (XTS), a Florida
corporation.
We are in the business of acquiring, creating and developing high
technology companies with promising new technologies and applications. We do not
intend to combine with private companies in manners which may cause it to be
deemed an investment company subject to the Investment Company Act of 1940.
Through our XTS subsidiary, we have developed the Xtreme Telemetry
System, a high technology data acquisition and delivery system for broadcast
television and Internet applications. The XTS System incorporates sensor
technologies to gather data from biological, mechanical and environmental
sources. This data then can be wirelessly transmitted from its source, by way of
XTS's proprietary software, to broadcast applications on TV or the Internet.
This broadcast information can then be graphically displayed on TV or the
Internet.
During 2000 there was contact with sports and broadcast entities for
the purpose of telemetry data acquisition and broadcast delivery. These
discussions have not resulted in contractual agreements and there are no
assurances that these efforts will be successful.
We have developed propriety software for which a copyright has been
applied for.
We acquired an interest in USTech Materials Corporation. USTech
Materials Corporation (USTM) intends to develop manufacturing and marketing for
Poly Ether Amid Resin, also known as PEAR. The PEAR resins were originally
developed by Ashland, Inc., who entered into a license agreement with USTM/IHTL
in July, 2000. The Company has endeavored to seek out financing and personnel to
assist USTM's infrastructure, sales, and marketing systems and strategic
relationships in order to bring PEAR to the marketplace. We are still in its
basic development stages, and there are no guarantees that USTM will
successfully raise sufficient capital, attract management and other personnel,
and be able to develop manufacturing facilities, materials sources, R&D
capabilities, marketing channels and delivery methods for PEAR resins.
RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this prospectus or incorporated herein by reference.
Investing in Innovative's common stock involves a high degree of risk. Any of
the following risks could materially harm Innovative's business, operating
results and financial condition and could result in a complete loss of your
investment.
RISKS RELATED TO OUR BUSINESS
We have a limited operating history which may not be a reliable basis for
evaluating our prospects.
We are a development stage company with a limited operating history
upon which you can evaluate us and our potential. Our prospects must be
considered in light of the risks, expenses, and difficulties frequently
encountered by companies in an early stage of development, particularly
companies in new and rapidly evolving markets like ours. Our failure to
successfully address these risks and uncertainties could have a material adverse
effect on our financial condition.
5
We expect future losses.
To date, we have generated no revenues from operations, and have had
net losses. We may be unable to be profitable, and if we are, we may not
maintain profitability in the future.
We will require additional capital which may not be available to us.
Our expansion and development plans will consume substantial amounts of
capital. We must raise significant additional funds through debt or equity
financing. We also anticipate that our funding needs will continue into the
future. Adequate funds may not be available when needed or may not be available
on favorable terms. If we raise additional funds by issuing equity securities,
dilution to existing Shareholders may result. If funding is insufficient at any
time, we may be unable to produce our programs, develop or enhance our libraries
or services, take advantage of business opportunities, or respond to competitive
pressures, any of which could harm our business. Our capital requirements will
depend upon many factors, including, but not limited to:
o the rate at which we develop our operations; and
o the extent to which we develop and brand our products and services.
We may be unable to recruit and retain the personnel we need to succeed.
We may be unable to retain our key employees and key sales affiliates
or attract, assimilate or retain other highly qualified employees and sales
affiliates in the future. Our future success depends on our ability to attract,
retain and motivate highly skilled employees and sales affiliates. Particularly,
if we do not succeed in attracting new personnel or retaining and motivating our
current personnel, it may be difficult for us to manage our business and meet
our objectives.
We are dependent on our key management personnel for our future success.
Our future success depends to a significant extent on the efforts and
ability of our management team, particularly Helmut Wyzisk, our Chief Executive
Officer. The departure of any of our officers or key employees could harm our
ability to implement our business plan.
Our officers and directors have significant influence over us.
Our executive officers and directors, in the aggregate, beneficially
own a significant percentage of our common stock. These Shareholders may be able
to exercise control over all matters requiring approval by our Shareholders,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership may also have the effect of
delaying or preventing a change in control of us, which could have a material
adverse effect on our stock price.
We may be liable for infringing the intellectual property rights of others.
We may receive in the future, notice of claims of infringement of other
parties' proprietary rights. Infringement or other claims could be asserted or
prosecuted against us in the future and it is possible that past or future
assertions or prosecutions could harm our business. Any such claims, with or
without merit, could be time consuming, resulting in costly litigation and
diversion of technical and management personnel, cause delays in the development
and release of new products or services, or require us to develop non-infringing
technology or enter into royalty or licensing arrangements. Such royalty or
licensing arrangements, if required, may not be available on terms acceptable to
us, or at all. For these reasons, infringement claims could harm our business.
Our failure to protect our intellectual property could adversely affect our
brand and our business.
We will need to rely on a combination of trademark and copyright law
and trademark protection. Despite our efforts, we cannot be sure that we will be
able to prevent misappropriation of our intellectual property. It is possible
that litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets or to determine the validity and
scope of the proprietary rights of others. Litigation could result in
substantial costs and diversion of our resources away from the operation of our
business.
6
Effect of anti-takeover laws.
Certain provisions of Colorado law may deter or frustrate a takeover
attempt of the Company that Shareholders might consider in its best interest.
RISKS RELATED TO THE INTERNET INDUSTRY
Our business will suffer if we fail to adapt to evolving standards and
technologies.
The standards and technologies that make up data acquisition and
delivery will evolve and change over time. We must adapt our services to
maintain compatibility in the future to assure that we can continue to deliver
high quality services in the sports industry. Our inability to deliver high
quality services would lead to a decline in the demand for our services.
Third party breaches of database security could disrupt our operations and
increase our capital expenditures.
A party who is able to circumvent our security measures could
misappropriate proprietary database information or cause interruptions in our
operations. As a result we may be required to expend significant capital and
other resources to protect against such security breaches or to alleviate
problems caused by such breaches, which could harm our business.
USE OF PROCEEDS
This prospectus relates to shares of common stock being offered and
sold for the account of the Selling Shareholder. We will not receive any
proceeds from the sale of the common stock but will pay all expenses related to
the registration of the shares.
SELLING SHAREHOLDER
The Selling Shareholder whose shares are covered by this prospectus is
our President and Chairman. The following table shows the name of the Selling
Shareholder and the position he has held with us during the past three years,
the number of shares of our common stock that he beneficially owned as of April
16, 2001, the number of shares of common stock covered by this prospectus, and
the number of shares of common stock the Selling Shareholder will hold if he
sells all of the shares offered by this prospectus.
Selling Position with Beneficial Ownership Shares Beneficial Ownership
Shareholders the Company Before Offering Offered After Offering
------------ ----------- --------------- ------- --------------
Helmut Wyzisk Chairman/President 17,021,500 (1) 10,000,000 7,021,500
(1) Includes 6,000,000 shares of common stock underlying options
exercisable at $.05 per share
7
PLAN OF DISTRIBUTION
Since the Selling Shareholder may from time to time offer all or part
of the shares, and since this offering is not being underwritten on a firm
commitment basis, no estimate can be given as to the amount of shares to be
offered for sale by the Selling Shareholder.
The Selling Shareholder may sell or distribute some or all of the
shares offered by this prospectus from time to time through underwriters or
dealers or brokers or other agents or directly to one or more purchasers,
including pledgees, in transactions (which may involve block transactions) in
sales occurring in the public market, in privately negotiated transactions
(including sales pursuant to pledges) or in a combination of such transactions.
Such transactions may be effected by the Selling Shareholder at market prices
prevailing at the time of sale, at negotiated prices, or at fixed prices, which
may be changed. Some or all of the shares may be sold through brokers acting on
behalf of the Selling Shareholder or to dealers for resale by such dealers; and
in connection with such sales, such brokers or dealers may receive compensation
in the form of discounts, fees or commissions from the Selling Shareholder
and/or the purchasers of such shares for whom they may act as broker or agent.
Such discounts, concessions or commissions as to a particular broker, dealer or
agent might be in excess of those customary in the type of transaction involved.
This prospectus also may be used, with our consent, by donees of the Selling
Shareholder, or by other persons acquiring shares and who wish to offer and sell
such shares under circumstances requiring or making desirable its use. In
addition, any shares covered by this prospectus which qualify for sale pursuant
to Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"),
may be sold under Rule 144 rather than pursuant to this prospectus.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the shares may not simultaneously
engage in market activities with respect to the common stock for a period of
five business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Shareholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rule 10b-5 and Regulation M, which
provisions may limit the timing of purchases and sales of any of the shares by
the Selling Shareholder. All of the foregoing may affect the marketing of the
common stock.
The Selling Shareholder and any dealer acting in connection with the
offering of any of the shares or any broker executing selling orders on behalf
of the Selling Shareholder may be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any profit on the sale of any or all of
the shares by them and any discounts or concessions received by any such brokers
or dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
Innovative by Jonathan D. Leinwand, P.A. No members of Jonathan D. Leinwand,
P.A., own any beneficial interest in Innovative.
8
LIABILITY OF DIRECTORS AND OFFICERS, INDEMNIFICATION
Innovative' articles of incorporation, as amended, provide that the
Company may indemnify any director, officer, employee, fiduciary, or agent of
the Company to the full extent permitted by Section 109 of the Colorado Revised
Statutes as in effect at the time of the conduct by the person.
An officer or director of a Colorado corporation may be indemnified
against liability occurred in any proceeding related to that person's actions
while acting as an officer or director of the corporation if that person acted
in good faith; in the corporation's best interest or at least not opposed to the
corporation's best interest; and the person had no reasonable cause to believe
that his or her conduct was unlawful.
An officer or director may not be indemnified in a proceeding by or on
behalf of the corporation where the officer or director was judged liable or
where the officer or director received an improper personal benefit and was
adjudged liable.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Innovative pursuant to the foregoing provisions, or otherwise, Innovative 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.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of the Exchange
Act, with respect to our business, financial condition and results of
operations. When used in this prospectus, the words "may," "will," "intends,"
"plans," "expects," "anticipates," "estimates," and similar expressions are
intended to identify forward-looking statements. The forward-looking statements
included herein are subject to risks and uncertainties. Our actual results could
differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in "Risk Factors," as well as those discussed
elsewhere in this prospectus. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. Innovative undertakes no obligation to publicly release any revisions to
these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
9
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
(1) The Registrant's Annual Report on Form l0-KSB for the
fiscal year ended December, 31, 2000.
(2) All other reports filed by the Registrant with the
Commission pursuant to Section 13(a) or Section 15(d) of the Exchange
Act since the end of the fiscal year covered by the Registrant's Annual
Report referred to above; and
(3) The description of the Common Stock of the Registrant
contained in the Registrant's Registration Statement.
All documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto 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 of such
documents
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the common stock offered hereby will be passed upon for
the Registrant by Jonathan Leinwand, P.A. None of Jonathan Leinwand, P.A.'s
attorneys beneficially own any stock in Innovative.
The financial statements and schedules for the fiscal year ended
December 31, 2000 that are incorporated by reference in this Prospectus and
elsewhere in this Registration Statement have been audited by DiRocco & Dombrow,
P.A., independent certified public accountants, to the extent and for the
periods indicated in their report, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving such
reports.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Innovative' articles of incorporation, as amended, provide that the
Company may indemnify any director, officer, employee, fiduciary, or agent of
the Company to the full extent permitted by the Colorado Corporation Code as in
effect at the time of the conduct by the person.
An officer or director of a Colorado corporation may be indemnified
against liability occurred in any proceeding related to that person's actions
while acting as an officer or director of the corporation if that person acted
in good faith; in the corporation's best interest or at least not opposed to the
corporation's best interest; and the person had no reasonable cause to believe
that his or her conduct was unlawful.
An officer or director may not be indemnified in a proceeding by or on
behalf of the corporation where the officer or director was judged liable or
where the officer or director received an improper personal benefit and was
adjudged liable.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers
or controlling persons of Registrant, pursuant to the foregoing provisions or
otherwise, Registrant has been advised that, in the opinion of the Securities
and Exchange Commission (the "Commission"), such indemnification is against
public policy as expressed in the 1933 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 Registrant in the successful defense of any
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, 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.
10
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The restricted shares of common stock that may be reoffered or resold
under this registration statement were issued to the selling shareholder in
reliance upon the exemption afforded under Section 4(2) of the Securities Act.
The selling shareholder was provided information about the Registrant or had
access to such information, and the investor was provided the opportunity to ask
questions of Registrant's management concerning the information provided or made
available. The certificates representing the shares bears a legend accordingly.
ITEM 8. EXHIBITS
See "Exhibit Index" on page 13.
ITEM 9. UNDERTAKINGS
(a) 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 additional or changed material information on the plan of
distribution.
(2) For the purpose of determining liability under the
Securities Act, to treat each post-effective amendment as a new registration
statement relating to the securities offered, and the offering of the securities
at that time shall be deemed to be the initial bona fide offering.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's periodic reports 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.
(c) 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.
[REMAINDER OF PAGE LEFT BANK INTENTIONALLY]
11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Orlando, State of Florida, on April 16, 2001.
INNOVATIVE HOLDINGS AND TECHNOLOGIES, INC.
By:
Helmut Wyzisk
Chairman, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
President, Director April 16, 2001
- ---------------------- (principal executive officer)
Helmut Wyzisk
12
EXHIBIT INDEX
EXHIBIT
-------
NUMBER DESCRIPTION
------- -----------
3.1 Registrant's Amended Articles of Incorporation
3.2 Registrant's Bylaws
5.1 Opinion of Jonathan D. Leinwand, P.A.
23.1 Consent of DiRocco & Dombrow
23.2 Consent of Jonathan D. Leinwand, P.A.
(contained in its opinion filed as Exhibit
5.1 hereto)
13