SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNATIONAL SYNERGY HOLDING COMPANY, LTD.
(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation or organization)
94-2906927
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(I.R.S. Employer Identification No.)
31847 Broad Beach Road
Malibu, CA 90265
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(Address of Principal Executive Offices, and Zip Code)
CONSULTING AGREEMENTS
(Full title of Plan)
Copy to:
Kenta Rooks David Loev
International Synergy Holding Company, Ltd. Vanderkam & Sanders
31847 Broad Beach Road 440 Louisiana, Suite 475
Malibu, CA 90265 Houston, TX 77002
(310) 589-8030 (713)547-8900
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed Maximum Proposed Aggregate Amount of
To be Registered Registered Offering Price Per Offering Price Registration Fee
-------------------- ------------- ------------------ ------------------- ----------------
Common Stock 175,000 $1.50(1) $262,000 $65.63
Common Stock
Underlying Warrants 100,000 $ .50 $ 50,000 $12.50
Total 275,000 $312,000 $78.13
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933. The Offering price is
based on the average bid and asked price as reported on the Nasdaq Electronic
Bulletin Board on September 28, 2001.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Item 1 is included in documents sent or given
to participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Item 2 is included in documents sent or given
to participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company has filed the following documents with the Securities and Exchange
Commission: Quarterly Report on Form 10-Q filed July 26, 2001; Quarterly Report
on form 10-Q filed April 16, 2001; Notification of Reverse Split on Form 8-K
filed August 29, 2001, and amendments thereto, Notification of Change of Control
of Registrant ISYH on Form 8-K filed April 12, 2001. The above referenced
reports, which were previously filed with the Commission, are incorporated
herein by reference.
All documents filed by the Company pursuant to Section 13, or 15 (d) of the
Exchange Act after the date hereof 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 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 by reference herein 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
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company's Common Stock trades on the OTC Bulletin Board under the symbol
ISYH.
Item 4. Description of Securities.
COMMON STOCK
As of September 21, 2001, approximately 3,786,390 shares of Common Stock were
outstanding.
The Company is authorized to issue 20 million shares of Common Stock, $0.001 par
value. The presently outstanding shares of Common Stock are fully paid and
non-assessable.
VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for
each share of stock standing in his name on the books of the Corporation. There
is no cumulative voting with respect to the election of directors, with the
results that the holders of shares having more than fifty percent (50%) of the
votes for the election of directors can elect all of the directors.
DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the
laws of the State of Nevada and the Articles of Incorporation, by the Board of
Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other modicum. The Board of Directors may fix
in advance a record date, as provided in Section 1.06 of the By-laws, prior to
the dividend payment for the purposes of determining shareholders entitled to
receive payment of any dividend. The Board of Directors may close the stock
transfer books for such purpose for a period of not more than ten (10) days
prior to the payment date of such dividend.
Preemptive Rights. Except as may otherwise be provided by the Board of
Directors, no holder of any shares of the stock of the Corporation, shall have
any preemptive right to purchase, subscribe for, or otherwise acquire any shares
of stock of the Corporation of any class now or hereafter authorized, or any
securities exchangeable for or convertible into such shares, or any warrants or
other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.
DISSENTERS' RIGHTS
Under current Nevada law, a shareholder is afforded dissenters' rights which, if
properly exercised, may require the Company to purchase his shares. Dissenters'
rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales and liquidating
distributions.
PREFERRED STOCK
The Company is not currently authorized to issue Preferred Stock.
REGISTRAR AND TRANSFER AGENT
The Company's registrar and transfer agent is Pacific Stock Transfer Company,
5844 S. Pecos Road #D, Las Vegas, NV 89120, 702-361-3033.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Pursuant to Section 78.7502 of the Nevada Revised Statutes, the Company has the
power to indemnify any person made a party to any lawsuit by reason of being a
director or officer of the Company, or 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 such actions suit or proceeding if he acted
in good faith and in a manner 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Consulting Agreement dated July 27, 2001, with Joy W. Kimbell
4.2 Consulting Agreement dated September 21, 2001 with Mark White
5.1 Opinion and consent of Vanderkam & Sanders re: the validity of the shares
being registered.
10.1 Warrant Agreement with Joy W. Kimbell
23.1 Consent of Vanderkam & Sanders(included in Exhibit 5.1)
23.2 Consent of Andrew M. Smith
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
(b) That, for the purpose of determining any 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (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) 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.
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 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 Act and will be governed by the final adjudication of
such issue.
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 Malibu, State of California, on September 28, 2001.
International Synergy Holding Company, Ltd. (Registrant)
By: /s Kenta Rooks
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Kenta Rooks, President
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
date indicated.
Signatures Title Date
/s/ Kenta Rooks President September 28, 2001
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Kenta Rooks
/s/ Hiroko Sagawa Corporate Secretary September 28, 2001
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Hiroko Sagawa