UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITEIS ACT OF 1933
LISKA BIOMETRY, INC.
-------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
-------------------------------------------------------------
-------------------------------------------------------------
LISKA BIOMETRY, INC. CONSULTING AND
EMPLOYMENT AGREEMENTS
-------------------------------------------------------------
(Full Title of Plan)
FLORIDA 06-1562447
----------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
100 SUSSEX DRIVE
OTTAWA, ONTARIO, CANADA K1A 0R6
-----------------------------------------------------------------------
(Address of Principal Executive Offices)
1-603-540-0828
(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
================================================================================
- --------------------------------------------------------------------------------
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of registration
securities to be registered registered(2)(3) offering price per aggregate offering fee
share(1) price(1)
- --------------------------- ------------------- -------------------- -------------------- ---------------------
Common Stock 380,000 $0.45 $171,000 $21.67
------------------- -------------------- -------------------- ---------------------
(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 ($0.45) of our Common Stock on
December 6, 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 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.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
================================================================================
Item 3. Incorporation of Documents by Reference.
- --------------------------------------------------------------------------------
The documents listed in (1) through (5) 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. The Registrant's quarterly report on Form 10-QSB for the quarter
ended September 30, 2004, filed with the Commission by the
Registrant on November 15, 2004;
2. The Registrant's quarterly report on Form 10-QSB for the quarter
ended June 30, 2004, filed with the Commission by the Registrant on
August 16, 2004;
3. The Registrant's quarterly report on Form 10-QSB/A for the quarter
ended March 31, 2004, filed with the Commission by the Registrant on
May 19, 2004; and
4. Annual Report on Form 10-KSB/A for the year ended December 31, 2003;
5. 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.
- --------------------------------------------------------------------------------
No response is required under this item.
Item 5. Interests of Named Experts and Counsel.
- --------------------------------------------------------------------------------
No response is required under this item.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------------------------------------
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.
2
Item 7. Exemption from Registration Claimed.
- --------------------------------------------------------------------------------
No response is required under this item.
Item 8. Exhibits.
- --------------------------------------------------------------------------------
See the Exhibit Index at end of this Registration Statement Description
Item 9. Undertakings.
- --------------------------------------------------------------------------------
(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.
3
================================================================================
SIGNATURES
================================================================================
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 7th day of December, 2004.
LISKA BIOMETRY, INC.
By: /s/ CHRIS LeCLERC
----------------------------------
Chris LeClerc
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:
December 7, 2004 /s/ CHRIS LeCLERC
--------------------------------------
Chris LeClerc
President, CEO (Principal Executive
Officer) and Director
December 7, 2004 /s/ MANOJ HIPPOLA
--------------------------------------
Manoj Hippola
CFO (Principal Accounting Officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 Opinion of Virginia K. Sourlis, Esq. regarding the legality of the
securities being registered by the Registrant.
10.1 Employment Agreement with Peter Wrage
10.2 Employment Agreement with Jack Lecza
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 Kenneth K. Assal
99.2 Consulting Agreement with Virginia K. Sourlis, Esq.
99.3 Consulting Agreement with George Zigoumis
99.4 Consulting Agreement with Stephen J. Grzywacz
99.5 Consulting Agreement with John Michael Johnson
4