UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITEIS ACT OF 1933
Liska Biometry, Inc.
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(Exact Name of Registrant as Specified in its Charter)
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Liska Biometry, Inc. Consulting and Employment Agreements
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(Full Title of Plan)
FLORIDA 06-1562447
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
100 Sussex Drive
Ottawa, Ontario, Canada K1A 0R6
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(Address of Principal Executive Offices)
1-603-540-0828
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(Telephone number, including area code, of agent for service)
Copies to:
Virginia K. Sourlis, Esq.,
The Galleria
2 Bridge Avenue
Red Bank, NJ 07701
(732) 530-9007
Fax (732) 530-9008
www.SourlisLaw.com
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered(2)(3) share(1) price(1) registration fee
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Common Stock 745,000 $0.50 $372,500 $47.20
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(1) Estimated in accordance with Rule 457(c) and (h) of the Securities Act
solely for the purposes of calculating the registration fee based on
the closing sales price ($0.50) of our Common Stock on May 24, 2004, a
date within five (5) days prior to the date of filing of this
registration statement, as reported by the OTC Electronic Bulletin
Board.
(2) Represents the total number of shares reserved for issuance under the
Consulting and Employment (2) Agreements.
(3) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable pursuant to this Registration
Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The documents listed in (1) and (4) below are incorporated by reference in this
registration statement. All documents subsequently filed by Liska Biometry, Inc.
pursuant to Section 13(a), 13(c), 14 and 14(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be part thereof from the date of
filing of such documents.
1. Annual Report on Form 10-KSB/A for the year ended December 31,
2003;
2. The Registrant's quarterly report on Form 10-QSB for the
quarter ended March 31, 2003, filed with the Commission by the
Registrant on May 30, 2003;
3. The Registrant's quarterly report on Form 10-QSB for the
quarter ended June 30, 2003, filed with the Commission by the
Registrant on August 15, 2003; and
4. The description of the Registrant's common stock contained in
the Registration Statement on Form SB-2 filed with the
Commission on January 7, 2001, as such form may be amended to
update such description.
Item 4. Description of Securities.
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No response is required under this item.
Item 5. Interests of Named Experts and Counsel.
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No response is required under this item.
Item 6. Indemnification of Directors and Officers.
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Section 607.0850 of the Florida Business Corporation Act ("Section 607.0850")
permits indemnification of directors, officers, employees and agents of a
corporation under certain conditions and subject to certain limitations. Section
607.0850 empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a part to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer or agent of
the corporation. Depending on the character of the proceeding, a corporation may
indemnify against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner the person 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 such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, tissue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine that despite the adjudication of liability such person
is fairly and reasonable entitled to indemnity for such expenses that the court
shall deem proper. Section 607.0850 further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in defense or any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually or reasonably incurred by such person in connection
therewith.
Item 7. Exemption from Registration Claimed.
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No response is required under this item.
Item 8. Exhibits.
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See the Exhibit Index at end of this Registration Statement Description
Item 9. Undertakings.
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(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings 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 purposes of determining any liability under
the Securities Act of 1933, as amended, 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; and
(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.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, as amended, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers or control persons pursuant to the
foregoing provisions, we have been informed that, in the
opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by 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, 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 of 1933, as amended, and will be governed
by the final adjudication of such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the 21st day of May, 2004.
LISKA BIOMETRY, INC.
By: /s/ LAM KO CHAU
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Lam Ko Chau
President and CEO
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates included:
/s/ LAM KO CHAU May 21, 2004
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Lam Ko Chau President, CEO (Principal Executive
Officer) and Director
/s/ MANOJ HIPPOLA CFO May 21, 2004
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Manoj Hippola
EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Virginia K. Sourlis, Esq. regarding the legality of
the securities being registered by the Registrant.
10.1 Employment Agreement with Lam Ko Chau
10.2 Employment Agreement with Chris LeClerc
10.3 Employment Agreement with Manoj Hippola
23.1 Consent of Virginia K. Sourlis, Esq. (included in Exhibit 5.1
hereof)
23.2 Consent of Stark, Winter, Schenkein and Co., LLP
99.1 Consulting Agreement with G. Bryan Thomas
99.2 Consulting Agreement with Dr. Javaid Sheikh
99.3 Consulting Agreement with Jean Robert Babilis
99.4 Consulting Agreement with George Zigoumis
99.5 Consulting Agreement with John Hollander
99.6 Consulting Agreement with Song Guo
99.7 Consulting Agreement with Yimming Zhang
99.8 Consulting Agreement with Peter Wrage
99.9 Consulting Agreement with David Clark
99.10 Consulting Agreement with Warren Wheeler
99.11 Employment Agreement with Verlise Walker