As filed with the Securities and Exchange Commission May 2, 2002
File No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
OZOLUTIONS INC.
(Exact name of registrant as specified in its charter)
Delaware 98-0229321
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
30 Denver Crescent, Suite 200, Toronto, Ontario, Canada
M2J 1G8 (Address of principal executive offices)
Business Consulting Agreement
(Full title of the plan)
Max Weissengruber, President
30 Denver Crescent, Suite 200, Toronto, Ontario, Canada M2J 1G8
Name and address of agent for service
(416) 490-0254
Telephone number, including area code, of agent for service:
Copies to:
Mark E. Lehman
Cohne, Rappaport & Segal, P.C.
525 E. 100 South, Salt Lake City, UT 84111
(801) 532-2666
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
Securities be offering price aggregate registration fee
to be registered registered per unit * offering price *
Common Stock 700,000 $0.61 $427,000 $39.30
* Estimates of the proposed maximum offering price per unit and proposed maximum
aggregate offering price solely for calculating the registration fee pursuant to
Rule 457(c) and (h) of the Securities Act of 1933, and based on the average bid
and asked price of the registrant's common stock as of April 26, 2002, a date
within five business days prior to the date of filing of this registration
statement.
Part I.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
A copy of the Business Consulting Agreement (the "Plan") providing for the
issuance of 700,000 shares of Ozolutions Inc., as compensation for consulting
and business services is attached hereto as Exhibit 4.1 and incorporated herein
by this reference. By resolution of the board of directors adopted March 28,
2002, Ozolutions adopted a plan for issuing 700,000 shares to one consultant who
is not a control person of Ozolutions as compensation for services rendered.
We are authorized to issue up to 50,000,000 shares of common stock with a par
value of $0.001, of which 21,092,783 shares are issued and outstanding. The
holders of common stock are entitled to one vote per share on each matter
submitted to a vote of stockholders. In the event of liquidation, holders of
common stock are entitled to share ratably in the distribution of assets
remaining after payment of liabilities, if any. Holders of common stock have no
cumulative voting rights, and, accordingly, the holders of a majority of the
outstanding shares have the ability to elect all of the directors. Holders of
common stock have no preemptive or other rights to subscribe for shares. Holders
of common stock are entitled to such dividends as may be declared by the board
of directors out of funds legally available there for. We anticipate that we
will retain all of our future earnings, if any, for use in the operation and
expansion of our business. We do not anticipate paying any cash dividends on our
common stock in the foreseeable future.
Item 2. Registrant Information
Copies of the Plan and all documents incorporated by reference in Item 3 of Part
II of this registration statement are also incorporated as part of the Section
10(a) prospectus by this reference, and shall be made available to the Plan's
participants upon written or oral request. Requests for such information should
be directed to Ozolutions Inc. at 30 Denver Crescent, Suite 200, Toronto,
Ontario, Canada M2J 1G8, telephone (416) 490-0254.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Ozolutions Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:
1. Ozolutions' Form 10-KSB for the year ended August 31, 2001, as filed with
the Securities and Exchange Commission on November 29, 2001;
2. Ozolutions' quarterly report on Form 10-QSB for the quarter ended November
30, 2001, as filed with the Securities and Exchange Commission on January
14, 2002; and
3. Ozolutions' quarterly report on Form 10-QSB for the quarter ended February
28, 2002, as filed with the Securities and Exchange Commission on April 15,
2002; and
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4. All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") for the past twelve
months.
Prior to the filing, if any, of a post-effective amendment that indicates that
all securities covered by this Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
documents subsequently filed by Ozolutions pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities
We are authorized to issue up to 50,000,000 shares of common stock with a par
value of $0.001, of which 21,092,783 shares are issued and outstanding. The
holders of common stock are entitled to one vote per share on each matter
submitted to a vote of stockholders. In the event of liquidation, holders of
common stock are entitled to share ratably in the distribution of assets
remaining after payment of liabilities, if any. Holders of common stock have no
cumulative voting rights, and, accordingly, the holders of a majority of the
outstanding shares have the ability to elect all of the directors. Holders of
common stock have no preemptive or other rights to subscribe for shares. Holders
of common stock are entitled to such dividends as may be declared by the board
of directors out of funds legally available there for. We anticipate that we
will retain all of our future earnings, if any, for use in the operation and
expansion of our business. We do not anticipate paying any cash dividends on our
common stock in the foreseeable future.
Item 5. Interests of Named Experts and Counsel
None
Item 6. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, or persons controlling Ozolutions
pursuant to the immediately subsequent provisions, Ozolutions has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
As permitted by the Delaware General Corporation Law, Ozolutions' Certificate of
Incorporation provides that no director or officer shall have any liability to
Ozolutions or its stockholders for monetary damages except: (1) to the extent
that it is provided that the person actually received an improper benefit or
profit in money, property or services, for the amount of the benefit or profit
in money, property or services actually received, or (2) to the extent that a
judgment or other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. Ozolutions'
Bylaws provide that it shall indemnify and advance expenses to its officers and
directors with respect to liabilities arising from their service to Ozolutions.
However, nothing in the Certificate of Incorporation or Bylaws of Ozolutions
protects or indemnifies a director, officer, employee or agent against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
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In accordance with the provisions referenced above, Ozolutions will indemnify to
the fullest extent permitted by its Certificate of Incorporation and Bylaws, and
in the manner permissible under the laws of the state of Delaware, any person
made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
is or was a director or officer of Ozolutions, or served any other enterprise as
director, officer or employee at the request of Ozolutions. The Board of
Directors, in its discretion, will have the power on behalf of Ozolutions to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he or she is or was an
employee of Ozolutions.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of Ozolutions,
Ozolutions has been advised that in the opinion of the Securities and Exchange
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 Ozolutions of expenses
incurred or paid by a director, officer or controlling person of Ozolutions in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, Ozolutions will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.
The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification provisions and is limited by reference to the sections of the
General Corporation law of Delaware set forth above and the provisions of
Ozolutions' Bylaws and Ozolutions' Certificate of Incorporation, or any
amendments thereto.
Item 7. Exemption from Registration Claimed
No restricted securities are being reoffered or resold pursuant to this
registration statement.
Item 8. Exhibits
The following exhibits are attached to this Registration Statement.
Exhibit No. Title of Document Location
- ----------- ----------------- --------
4.1 Business Consultant Agreement E-1
5.1 Opinion and consent of Counsel with respect to the See Ex. 23.1
legality of the issuance of securities being issued
23.1 Legal Opinion E-3
23.2 Consent of Rotenberg & Co., LLP E-5
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
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(a)
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(ii) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "1933 Act");
(iii)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
(iv) To include any additional or changed 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,
only to the extent required by the general rules and regulations
of the Commission.
(2) That, for the purpose of determining any liability under the 1933 Act,
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) That for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 1933 Act, as
amended, may be permitted to directors, executive officers and controlling
persons of the Registrant as outlined above or otherwise, the Registrant
has been advised that in the opinion of 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, executive officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, executive 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 of whether such indemnification by it is against public policy as
expressed in the 1933 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 the City of Toronto, Ontario, Canada, on this 26th day of April
2002.
OZOLUTIONS INC.
Date: April 26, 2002 By: /s/ Max Weissengruber, President,
Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, his registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Dated: April 26, 2002 /s/ Max Weissengruber, Director
Dated: April 26, 2002 /s/ James A. Clemenger, Director
Dated: April 26, 2002 /s/ Douglas R. Robertson, Director
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