As filed with the Securities and Exchange Commission on August 26, 2002
File No. 000-28638
UNITED STATES
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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INTERUNION FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 87-0520294
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1232 NORTH OCEAN WAY
PALM BEACH, FLORIDA 33480
(561) 845-2849
(Address of Principal Executive Offices)
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SERVICES AGREEMENT
WITH GERARD SERFATI
(Full title of the plan)
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LEDYARD H. DEWEES, P.A.
270 N.W. THIRD COURT
BOCA RATON, FLORIDA 33432-3720
(Name and address of agent for service)
(561) 368-1427
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Amount of
Title of securities to be registered registered (1) per share (1) price (1) registration fee
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Common Shares, par value $.001 per
share ................................ 3,000,000 $0.10 $300,000 $90.00
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(1) Estimated solely for the purposes of computing the amount of the
registration fee under Rules 457(c) and (h) of the Securities Act based
on the price of the common shares after payment of the special dividend
for paying date August 30, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The Company has entered into an agreement with certain
consultants and advisors which provide for the issuance of shares of our common
stock for services to us in lieu of cash compensation. In consideration for past
and continuing services rendered and to be rendered to us until the term of the
agreement expires or until such time as we shall generate sufficient cash flow
from operations, if ever, in order to pay cash compensation to certain
consultants and advisors, we have prepared this Form S-8 registration statement
to provide for the issuance and registration of an aggregate of 3,000,000 shares
to Gerard Serfati pursuant to a services agreement attached hereto as Exhibit
1.1.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in this Section 10(a)
Prospectus), other documents required to be delivered to eligible employees,
non-employees, directors and consultants, pursuant to Rule 428(b) are available
without charge by contacting: Georges Benarroch, President, InterUnion Financial
Corporation, 1232 North Ocean Way, Palm Beach, FL 33480 (561) 845-2849.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by InterUnion
Financial Corporation (the "Company") with the Securities and Exchange
Commission (the "Commission") and are hereby incorporated by reference in this
Registration Statement:
a) The Company's Quarterly Report on Form 10Q-SB for the
period ended June 30, 2002, as filed with the Securities and Exchange Commission
(the "Commission");
b) The Company's Annual Report on Form 10K-SB for the fiscal
year ended March 31, 2002, as filed with the Securities and Exchange Commission
(the "Commission");
c) The description of the Company's Common Shares contained in
the Company's 10K-SB for the fiscal year ended March 31, 2002;
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such documents with the
Commission.
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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 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 such
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.
Subject to certain provisions of our by-laws, every director,
officer and committee member shall be indemnified out of the Company's funds
against all liabilities, loss, damage or expense, including but not limited to
liabilities under contract, tort and statute or any applicable foreign law or
regulation and all reasonable legal and other costs and expenses properly
payable, incurred or suffered by him as director, officer or committee member;
provided that the indemnity contained in the by-laws will not extend to any
matter which would render it void under the laws of the State of Delaware.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to this registration statement are listed in the
Exhibit Index on page II-5 of this registration statement, which index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(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 set forth
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;
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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 is contained
in periodic reports filed by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(i) That, for the purposes of determining any liability under
the Securities 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 this registration statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(ii) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filings on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Palm Beach, Florida, on the 26th day of August, 2002.
INTERUNION FINANCIAL CORPORATION
By: /s/ Georges Benarroch
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Name: Georges Benarroch
Title: President and CEO
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Georges Benarroch and
Peter Prendergast, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to any and all amendments to said Registration
Statement.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE NAME CAPACITY DATE
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/s/ Georges Benarroch Georges Benarroch President, Chief Executive Officer and Director August 26, 2002
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/s/ Peter Prendergast Peter Prendergast Director August 26, 2002
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/s/ Muriel Woodtli Muriel Woodtli Director August 26, 2002
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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1.1 - Services Agreement between the Company and Gerard Serfati dated July 5, 2002.
5.1 - Opinion of Ledyard H. DeWees, P.A. as to the legality of the securities being
registered dated August 26, 2002
24.1 - Power of Attorney (set forth on the signature page of this Registration
Statement) dated August 26, 2002
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* Incorporated by reference to the 10K-SB of InterUnion Financial
Corporation filed with the Securities and Exchange Commission on June
28, 2002.
** Incorporated by reference to Form S-8 Registration Statement of
InterUnion Financial Corporation filed with the Securities and Exchange
Commission on August 26, 2002.
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