As filed with the Securities and Exchange Commission on January 14, 2005
File No. 333-119493
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
McKENZIE BAY INTERNATIONAL, LTD.
(Name of small Business Issuer in Its Charter)
Delaware 51-0386871
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
975 Spaulding Avenue SE
Ada, Michigan
(Address of Principal Executive Offices)
49301
(Zip Code)
(616) 940-3800
(Issuer's Telephone Number, Including Area Code)
Gregory N. Bakeman
975 Spaulding Avenue SE
Ada, Michigan 49301
(616) 940-3800
(name, address and telephone number of agent for service)
Copies to:
Jonathan B. Reisman, Esq.
Reisman & Associates, P.A.
6975 NW 62nd Terrace
Parkland, Florida 33067
Telecopier No.: (928) 569-8195
Approximate Date of Commencement of Proposed Sale To The Public: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /X/ File No. 333-119493
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
ITEM 27. EXHIBITS
Exhibit
Number Description
------- -------------------------
2.1 Share Purchase Agreement between McKenzie Bay International, Ltd. and
Jacquelin Dery, Laurent Mondou and Experts Conseils Dermond Inc. of
February 12, 2002. Previously filed as an exhibit to Amendment No. 2 to
our registration statement on Form 10-SB and incorporated herein by
reference.
3.1 Certificate of Incorporation, as amended. Previously filed as an exhibit
to our registration statement on Form 10-SB and incorporated herein by
reference.
3.2 Bylaws. Previously filed as an exhibit to our registration statement on
Form 10-SB and incorporated herein by reference.
4.1 See Exhibits 3.1 and 3.2.
4.3 Specimen Stock Certificate. Previously filed as an exhibit to our Annual
Report on Form 10-KSB for the fiscal year ended September 30, 2002 and
incorporated herein by reference.
4.4 Form of Warrant. Previously filed as an exhibit to our Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2002 and
incorporated herein by reference.
4.5 Form of Subscription Agreement. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2002 and incorporated herein by reference. Previously filed as an
exhibit to our Quarterly Report on Form 10-QSB for the quarterly period
year ended June 30, 2004 and incorporated herein by reference.
4.6 Promissory Note and Warrant issued on August 13, 2004, letter of August
16, 2004 amending certain terms and "Debenture" setting forth certain
terms. Previously filed as an exhibit to our Quarterly Report on Form
10-QSB for the quarterly period ended June 30, 2004 and incorporated
herein by reference.
4.7 Promissory Note and Warrant issued on September 7, 2004 and "Debenture"
setting forth certain terms. Previously filed as an exhibit to our
Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2004 and incorporated herein by reference.
10.1 Employment Agreement between Experts Conseils Dermond Inc. and Jacquelin
Dery, dated February 12, 2002. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2002 and incorporated herein by reference.
10.2 Royalty Agreement between McKenzie Bay International, Ltd. and Jacquelin
Dery as of February 12, 2002. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2002 and incorporated herein by reference.
10.3 Employment Agreement between Experts Conseils Dermond Inc. and Lauren
Mondou, dated February 12, 2002. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2002 and incorporated herein by reference.
10.4 Royalty Agreement between McKenzie Bay International, Ltd. and Lauren
Mondou as of February 12, 2002. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2002 and incorporated herein by reference.
10.5 Employment Agreement between McKenzie Bay Resources, Ltd. and Michel
Garon, dated November 1, 2002. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2002 and incorporated herein by reference.
10.6 2001 Employee Non-qualified Stock Option Plan. Previously filed as an
exhibit to our Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2002 and incorporated herein by reference.
10.7 Amended 2001 Directors Non-qualified Stock Option Plan. Previously
filed as an exhibit to Amendment No. 1 to our Annual Report on Form 10-
KSB for the fiscal year ended September 30, 2002 and incorporated herein
by reference.
10.8 2001 Employee Incentive Stock Option Plan. Previously filed as an
exhibit to our Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2002 and incorporated herein by reference.
10.9 Agreement dated April 17, 2003 between McKenzie Bay Resources Ltd. and
SOQUEM Inc. terminating prior agreements. Previously filed as an
exhibit to our Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2003 and incorporated herein by reference.
10.10 Employment Agreement dated March 21, 2003 between Gary L. Westerholm and
McKenzie Bay International, Ltd. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2003 and incorporated herein by reference.
10.11 Employment Agreement dated March 21, 2003 between Gregory N. Bakeman and
McKenzie Bay International, Ltd. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2003 and incorporated herein by reference.
10.12 Employment Agreement dated March 21, 2003 between John W. Sawarin and
McKenzie Bay International, Ltd. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2003 and incorporated herein by reference.
10.13 Consulting Agreement as of February 15, 2003 between McKenzie Bay
Resources, Inc.(now known as Lac Dore Mining Inc.) and Savanco, (Pty)
Ltd, incorporated. Previously filed as an exhibit to our Annual Report
on Form 10- KSB for the fiscal year ended September 30, 2003 and
incorporated herein by reference.
10.14 Agreement of August 19, 2003 between McKenzie Bay International, Ltd.
Resources, Inc. and Yes International Inc. Previously filed as an
exhibit to our Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2003 and incorporated herein by reference.
10.15 Standby Equity Distribution Agreement as of April 6, 2004 between
Cornell Capital Partners, LP and McKenzie Bay International, Ltd.
Previously filed as an exhibit to our Annual Report on Form 10-KSB for
the fiscal year ended September 30, 2003 and incorporated herein by
reference.
10.16 Registration Rights Agreement as of April 6, 2004 between Cornell
Capital Partners, LP and McKenzie Bay International, Ltd. Previously
filed as an exhibit to our Annual Report on Form 10-KSB for the fiscal
year ended September 30, 2003 and incorporated herein by reference.
10.17 Placement Agent Agreement as of April 6, 2004 between McKenzie Bay
International, Ltd. and Spencer Clarke LLC. Previously filed as an
exhibit to our Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2003 and incorporated herein by reference.
10.18 Escrow Agreement as of April 6, 2004 between McKenzie Bay International,
Ltd., and Butler Gonzalez LLP. Previously filed as an exhibit to our
Annual Report on Form 10-KSB for the fiscal year ended September 30,
2003 and incorporated herein by reference.
10.19 Agreement of June 2004 between Dermond Inc. and Universite du Quebec en
Abitibi-Temiscamingue. Previously filed as an exhibit to Amendment No. 1
to this registration statement and incorporated herein by reference
10.20 Promissory Note of January 10, 2005 payable to Cornell Capital Partners,
LP. Previously filed as an exhibit to our Annual Report on Form 10-KSB
for the fiscal year ended September 30, 2004, and incorporated herein by
reference.
10.21 Consulting Services Agreement of January 10, 2005 between McKenzie Bay
International, Ltd. And Stone Street Advisors, LLC. Previously filed as
an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2004, and incorporated herein by reference.
14.1 Code of Ethics. Previously filed as an exhibit to our Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2003, and
incorporated herein by reference.
16.1 Letter of February 21, 2003 from KPMG LLP. Previously filed as an
exhibit to our Current Report on Form 8-K dated February 17, 2003 and
incorporated herein by reference.
16.2 Letter of August 18, 2004 from Deloitte & Touche LLP. Previously filed
as an exhibit to our Current Report on Form 8-K dated August 18, 2004
and incorporated herein by reference.
21.1 Subsidiaries. Previously filed as an exhibit to our Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2003 and
incorporated herein by reference.
99.1 Lac Dore Preliminary Feasibility Study - Executive Summary. Previously
filed as an exhibit to Amendment No. 2 to our registration statement on
Form 10- SB and incorporated herein by reference.
SIGNATURES
In accordance with 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 SB 2 and has authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Brighton, State of Michigan, on the 14th day of January, 2005.
MCKENZIE BAY INTERNATIONAL, LTD.
By: /s/ Gary L. Westerholm
- --------------------------
Gary L. Westerholm,
President and Chief Executive Officer
In accordance with 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.
Signature Title Date
- ---------------------------------------------------------------------
/s/Gary L. Westerholm
_____________________
Gary L. Westerholm President, Chief Executive
Officer and Director January 14, 2004
(Principal Executive Officer)
/s/Gregory N. Bakeman
_____________________
Gregory N. Bakeman Treasurer, Chief Financial
Officer and Director
(Principal Financial
and Accounting Officer) January 14, 2004
/s/John DiMora
______________
John DiMora Director January 14, 2004
__________________
Doris F. Galvin Director
/s/Donald C. Harms
__________________
Donald C. Harms Director January 14, 2004
/s/Rocco J. Martino
___________________
Rocco J. Martino Director January 14, 2004
/s/ Stephen D. McCormick
_______________________
Stephen D. McCormick Director
____________
John Popp Director
/s/John W. Sawarin
_________________
John W. Sawarin Director January 14, 2004