U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
MARMION INDUSTRIES CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 4961 06-1588136
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
9103 Emmott Road, Building 6, Suite A, Houston Texas 77040; (713) 466-6585
- --------------------------------------------------------------------------------
(Address and telephone number of Registrant's principal executive offices and
principal place of business)
AMENDED EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 2
AMENDED NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN
FOR THE YEAR 2004 NO. 2
- --------------------------------------------------------------------------------
(Full title of the Plans)
Wilbert H. Marmion, 9103 Emmott Road, Building 6, Suite A, Houston Texas 77040
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(713) 466-6585
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
EXPLANATORY NOTE
AMENDMENT NO. 2
TO
MARMION INDUSTRIES CORP.
EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 2
NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN
FOR THE YEAR 2004 NO. 2
On June 8, 2004, we filed with the Securities and Exchange Commission
(SEC) a Registration Statement No. 333-116297 on Form S-8, pertaining to our
Employee Stock Incentive Plan for the Year 2004 No. 2 and our Non-Employee
Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2. On
November 22, 2004 we filed a Post-Effective Amendment No. 1 to our Form S-8 No.
333-116297 This Post-Effective Amendment No. 2 to our Form S-8 No. 333-116297 is
being filed pursuant to Instruction E to Form S-8 to:
o Report that the Compensation Committee of the Company's Board,
acting in its discretion, and pursuant to Paragraph 1.4 of the
Amended Employee Stock Incentive Plan for the Year 2004 No. 2
and Paragraph 11 of the Amended Non-Employee Directors and
Consultants Retainer Stock Plan for the Year 2004 No. 2, has
increased the number of shares available for issuance under
the Amended Employee Stock Incentive Plan for the Year 2004
No. 2, while correspondingly decreasing the number of shares
available for issuance under the Amended Non-Employee
Directors and Consultants Retainer Stock Plan for the Year
2004 No. 2. The number of shares available for issuance under
the Company's Amended Employee Stock Incentive Plan for the
Year 2004 No. 2 is 8,000,000, and the number of shares
available for issuance under the Company's Amended
Non-Employee Directors and Consultants Retainer Stock Plan for
the Year 2004 No. 2 is zero.
Except as described above, and the current date of November 22, 2004,
no other changes have been made to our Form S-8 Registration Statement No.
333-116297. For Items not modified herein, reference should be made to our
Registration Statement No. 333-116297 on Form S-8 as filed with the SEC on June
8, 2004 and the Post-Effective Amendment No. 1 filed with the SEC on November
22, 2004. The filing of this Post-Effective Amendment No. 2 is not an admission
that our Registration Statement No. 333-116297 on Form S-8, or the
Post-Effective Amendment No. 1, when filed, knowingly included any untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements made therein not misleading.
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
Post-Effective Amendment No. 2 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
Texas on November 22, 2004.
MARMION INDUSTRIES CORP.
By /s/ Wilbert H. Marmion
-----------------------------
Wilbert H. Marmion, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Wilbert H. Marmion President, Chief Executive Officer November 22, 2004
- ----------------------- and Director
Wilbert H. Marmion
/s/ Ellen Raidl Secretary, Director and Treasurer November 22, 2004
- -----------------------
Ellen Raidl
/s/ John Royston Vice President and Director November 22, 2004
- -----------------------
John Royston
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
5 Opinion Re: Legality
23.1 Consent of Counsel