SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FOREST GLADE INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
NEVADA 52-212-549
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(State of Incorporation) (I.R.S. Employer ID No.)
444 Victoria Street, Suite 370
Prince George, B.C.
CANADA V2L 2J7
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(Address of Principal Offices)
The Forest Glade International, Inc., 1999 Stock Option Plan
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(Full Title of the Plan)
Wayne Loftus
Forest Glade International, Inc.
444 Victoria Street, Suite 370
Prince George, B.C.
CANADA V2L 2J7
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(Name and address of Agent for Service)
(250) 564-6868
(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common Stock(1) 5,000,000 $1.625(2) $8,125,000 $2,145
(1) Issuable pursuant to options granted pursuant to the plan.
(2) Estimated Price in accordance with Rule 457(h)and based upon the closing
price of the common stock as reported on the NASD OTC Bulletin Board Market
on December 20, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Forest Glade
International, Inc., 1999 Stock Option Plan which is not being filed as part of
this Registration Statement (the "Registration Statement") and documents
incorporated by reference in response to Item 3 of Part II of this Registration
Statement, which taken together constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933 (the "Securities
Act") will be sent or given to the participant by the Registrant as specified by
Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon written
or oral request, of documents incorporated by reference in Item 3 of Part II
hereof and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-QSB for the three month
period ended October 31, 1999.
(c) Description of the Common Stock as incorporated in the Registration
Statement on Form 10SB dated March 1, 1999, SEC file no. 000-25151
(d) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, (the Exchange Act) are incorporated
by reference herein and in the Section 10 Prospectus to be a part
thereof from the date of filing of such documents.
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
Article 11 of the Company's By-laws provides that every person who was or
is a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person for whom he is the legal representative
is or was a director or officer of the corporation or is or was serving at the
request of the corporation or for its benefit as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of the State of
Nevada against all expenses, liability and loss (including attorney's fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
5.1 Opinion of Dennis Brovarone, regarding legality of shares being
issued.
23.1 Consent of Dennis Brovarone,(See Opinion).
23.2 Consent of BDO Dunwoody LLP, Chartered Accountants
99.1 The Forest Glade International, Inc. 1999 Stock Option Plan
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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities act of 1933;
(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 in the Registration Statement;
(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 Section 15(d) of the Securities Exchange Act of 1934, as amended
that are incorporated by reference into this Registration Statement.
(2) 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 to the securities offered
therein, and the offering of such securities offered 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or 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.
(c) 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
provisions described in Item 6, 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 that matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such
indemnification is against public policy as expressed in the Act
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, on this 22 day of December, 1999 .
FOREST GLADE INTERNATIONAL, INC.
By:
/s/ WAYNE LOFTUS
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Wayne Loftus, President, Chairman of the Board
December 22 1999
/s/ GIL RAHIER
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Gil Rahier, Chief Financial Officer, Director
December 22 1999
/s/ FRANK DENIS
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Frank Denis, Director
December 22 1999
/s/ MICHAEL JENKS
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Michael Jenks, Director
December 22 1999