SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TERRA BLOCK INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 65-0729440
(State or Other Jurisdiction of Incorporation) (I.R.S. Employee
Identification No.)
2637 Erie Avenue
Suite 207
Cincinnati, Ohio 45208
(513) 533-1220
(Address of Principal Executive Offices)
Consulting Agreements; Legal Services Agreement
(Full Title of the Plan)
Gregory A. Pitner
President and Chief Executive Officer
2637 Erie Avenue
Suite 207
Cincinnati, Ohio 45208
(Name and Address of Agent For Service)
(513) 533-1220
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) OFFERING PRICE REGISTRATION FEE
- --------------------- ----------------- -------------------- --------------- -----------------
Common Stock, par
value $.001 per share 4,500,000 Shares $ 0.09 $ 405,000 $ 32.76
- --------------------- ----------------- -------------------- --------------- -----------------
(1) This Registration Statement relates to 4,500,000 shares of the
Registrant's Common Stock, par value $.001 per share, which are to be issued to
Sage Office Solutions, LLC, POE Invest Group, Inc. and Roger A. Kimmel, Jr.,
Esq. pursuant to the terms of Consulting Agreements and a Legal Services
Agreement with Terra Block International, Inc. In the event of a stock split,
stock dividend, anti-dilution adjustment or similar transaction involving common
stock of the registrant, in order to prevent dilution, the number of shares
registered shall be automatically increased to cover the additional shares in
accordance with Rule 416(a) of the Securities Act of 1933.
(2) Estimated solely for the purpose of determining the registration
fee in accordance with Rule 457(c) based on the average of the bid and asked
prices of the Common Stock as traded in the over-the-counter market and reported
in the Electronic Bulletin Board of the National Association of Securities
Dealers on March 25, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part I and the documents incorporated
by reference under Item 3 of Part II to this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act, and are incorporated herein by reference.
DESCRIPTION OF EXECUTIVE, EMPLOYMENT AND CONSULTING AGREEMENTS
The following table sets forth the number of shares of Common Stock issued or
authorized to be issued pursuant to a Consulting Agreement and Legal Services
Agreement attached hereto and incorporated herein by this reference.
Number of Shares
Compensation Agreement Covered by this
Selling Shareholder Name of Plan Registration Statement
- ---------------------- ------------------------ ----------------------
Mary E. Pollock Consulting Agreement 1,000,000
Roger A. Kimmel, Jr. Legal Services Agreement 1,000,000
Winfred Fields Consulting Agreement 2,500,000
- ---------------------- ------------------------ ----------------------
Total 4,500,000
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Terra Block International, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 2002;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act by the Registrant with the Commission since December 31, 2002;
(c) The description of the Registrant's Common Stock contained in the
Registrant's 8-K12G filed with the Commission on March 3, 2003 and any
amendments of reports filed for the purpose of updating the description; and
(d) Any document filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold, or which registers all such shares of
common Stock then remaining unsold under this registration statement, shall be
deemed to be incorporated by reference in this registration statement and to be
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 securities being registered by this Registration Statement
are being passed upon for the Registrant by Roger A. Kimmel, Jr. Esq., who will
be issued 1,000,000 shares of common stock included in this Registration
Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation provide for indemnification of the directors of
Terra Block International, Inc. In addition, our Bylaws provide for
indemnification of our directors, officers, employees or agents. In general,
these provisions provide for indemnification in instances when such persons
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Registrant.
In addition, Nevada law authorizes a Nevada corporation to indemnify its
officers and directors against claims or liabilities arising out of such
person's conduct as officers or directors if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the company for which they serve. Specifically, Section 78.7502 of the Nevada
Revised Statutes (discretionary and mandatory indemnification of officers,
directors, employees and agents: general provisions) provides as follows:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he 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. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Nevada Revised Statutes 78.751 (Authorization required for discretionary
indemnification; advancement of expenses; limitation on indemnification and
advancement of expenses) provides as follows:
1. Any discretionary indemnification under NRS 78.7502 unless ordered by a
court or advanced pursuant to subsection 2, may be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Commission Policy
Insofar as indemnification for liabilities arising 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 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.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this registration statement are listed in the index to Exhibits
on page [8].
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:
i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended;
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
information set forth in the registration statement; and
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.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in the Registration
Statement.
2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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
that time shall be deemed to be the initial bona fide offering
thereof.
3) 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.
b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended,
each filing of Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended, (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended) 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
of 1933, as amended, may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of the
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
Registrant of expenses incurred or paid by a director, officer or
controlling person of 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, 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 of 1933, as amended, and will be governed
by the final adjudication of such issue.
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 Cincinnati, State of Ohio, on April 24, 2003.
TERRA BLOCK INTERNATIONAL, INC.
By: /s/ Gregory A. Pitner
----------------------------
Gregory A. Pitner, President
and Chief Executive Officer
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
- -------------------- --------------------------------------------- --------------
/s/Gregory A. Pitner Chairman of the Board April 24, 2003
- --------------------
Gregory A. Pitner
/s/James E. Hines Director April 24, 2003
- --------------------
James E. Hines
/s/Michael A. Gross Director April 24, 2003
- --------------------
Michael A. Gross
/s/Gregory A. Pitner President and Chief Executive Officer April 24, 2003
- -------------------- (principal executive officer)
Gregory A. Pitner
/s/James E. Hines Chief Financial Officer April 24, 2003
- -------------------- (principal financial and accounting officer)
James E. Hines
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Consulting Agreement dated as of January 13, 2003 by and between the
Registrant and Sage Office Solutions, LLC.
4.2 Legal Services Agreement dated as of January 17, 2003 by and between
the Registrant and Roger A. Kimmel, Jr. & Associates
4.3 Consulting Agreement dated as of April 23, 2003 by and between the
Registrant and POE Invest Group, Inc.
5.1 Opinion of Roger A. Kimmel, Jr. & Associates
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of Roger A. Kimmel, Jr. & Associates (contained in Exhibit 5.1
to this Registration Statement)