As filed with the Securities and Exchange Commission on December __, 2003
Registration Statement No. 333-________________
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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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TREASURY INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 98-0160284
- -------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization
422 Montana Avenue
Libby, Montana 59923
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(Address of principal executive offices) (Zip Code)
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TREASURY INTERNATIONAL INC.
2003 Professional/Employee/Consultant Stock Compensation Plan
(Full title of the plan)
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Dale Doner
422 Montana Avenue
Libby, Montana 59923
(406) 293-7299
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class of Registered(1) Offering Price Aggregate Registration
Securities to Per Share(2) Offering(2) Fee
be Registered
- ------------- ------------- ---------------- ---------------- -------------
Common Stock 1,000,000 $.50 $500,000 $46.00
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(1) Pursuant to Rule 416, shares issuable as a result of any stock split,
stock dividend or similar transaction with respect to these shares
are also being registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 457(c) and 457(h)(1), the offering price and
registration fee are computed on the basis of the average of the high
and low price of the common stock on the OTC Electronic Bulletin Board
on December 15, 2003.
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EXPLANATORY NOTE
Professionals, employees or consultants who may be issued securities under the
plan will not be associated, either directly or indirectly, in any transaction
relating to capital raising.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION
Plan Information omitted as permitted.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not Applicable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration
Statement the following documents previously filed by the Company with the
Securities and Exchange Commission:
(1) The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended August 31, 2003.
(2) The Company's Annual Report on Form 10-KSB for the fiscal year
ended January 31, 2003.
(3) The description of the Company's Common Stock contained in the
Registration Statement on Form 10-SB filed by the Company with
the Securities and Exchange Commission on October 21, 1996,
including any amendment or report filed for the purpose of
updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this Registration Statement and 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 shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 144 of the Delaware General Corporation Law provides that a
company may indemnify its directors and officers as to certain liabilities. The
Company's Certificate of Incorporation and Bylaws provide for the
indemnification of its directors and officers to the fullest extent permitted by
law. The Company has also entered into separate indemnification agreements with
each of its directors and officers which also provide for such indemnification.
The effect of such provisions is to indemnify, to the fullest extent permitted
by law, the directors and officers of the Company against all costs, expenses
and liabilities incurred by them in connection with any action, suit or
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proceeding in which they are involved by reason of their affiliation with the
Company. The Company has also purchased directors and officers liability
insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
4.5 2003 Professional/Employee/Consultant Stock Compensation Plan
5.1 Opinion of William B. Barnett, Esq.
23.1 Consent of Bromberg & Associates, Chartered Accountants.
23.2 Consent of William B. Barnett, Esq. (included in the opinion filed
herewith as Exhibit 5.1)
Item 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to include any additional or charged material
information on the plan of distribution;
(2) For determining liability under the Securities Act of 1933,
to treat each such post-effective amendment as a new
registration statement of the securities offered, and the
offering of the securities at that time to be the initial
bona fide offering thereof; and
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
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, on December 15, 2003.
TREASURY INTERNATIONAL INC.
By: /s/ Dale Doner
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Dale Doner
President
DATE SIGNATURE TITLE
December 15, 2003 /s/ Dale Doner Chairman of the Board,
-------------------------- President, and Chief
Dale Doner Financial Officer
December 15, 2003 /s/ Paul Visel Director
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Paul Visel
December __, 2003 Director
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Rob Dromerhauser
December __, 2003 Director
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Rader Gilleland
December 15, 2003 /s/ Keith Robertson Director
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Keith Robertson
December 15, 2003 /s/ Kristina Sickels Chief Financial Officer,
-------------------------- Secretary
Kristina Sickels
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.5 2003 Professional/Employee/Consultant Stock Compensation Plan
5.1 Opinion of William B. Barnett, Esq.
23.1 Consent of Bromberg & Associates, Chartered Accountants
23.2 Consent of William B. Barnett, Esq. (included in the opinion
filed herewith as Exhibit 5.1)
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