As filed with the Securities and Exchange Commission on June 5, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MANARIS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0467848
--------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1155 BOUL. RENE-LEVESQUE, SUITE 2720
MONTREAL, QUEBEC
CANADA H3B 2K8
(Address of principal executive offices) (Zip Code)
2006 NONQUALIFIED STOCK OPTION PLAN
(Full title of Plan)
John G. Fraser
President and Chief Executive Officer
Manaris Corporation
1155 Boulevard Rene-Levesque, Suite 2720
Montreal, Quebec
Canada H3B 2K8
(Name and address of agent for service)
(514) 337-2447
(Telephone number, including area code, of agent for service)
With a copy to:
Darrin Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of Americas
New York, NY 10018
(212) 930-9700
Fax (212) 930-9725
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (4) Price Fee
- ---------- ----------- ------------ ---------- -----------
Common Stock, 5,000,000 (2) $0.295 $1,475,000 $157.83
$.00001 par value
- --------------------------------------------------------------------------------
Total: 5,000,000 $1,475,000 $157.83
- ----------- ----------- ------------ -----------
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this registration statement covers such indeterminate additional
shares of common stock to be offered or issued to prevent dilution as a
result of future stock splits, stock dividends or other similar
transactions.
(2) Consists of shares of common stock issuable upon exercise of options
pursuant to our 2006 Nonqualified Stock Option Plan.
(4) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, using the
average of the high and low price as reported on the OTC Bulletin Board on
May 30, 2006 of $0.295 per share.
2
EXPLANATORY NOTE
This Registration Statement is being filed in accordance with the
requirements of Form S-8 in order to register an aggregate of 5,000,000 shares
of our common stock, par value $0.00001 per share, issuable pursuant to our 2006
Nonqualified Stock Option Plan.
In addition, the Prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Form S-3 and
may be used for reofferings and resales of up to an aggregate of 900,000 shares
of our common stock, consisting of shares issuable upon exercise of options
under our 2006 Nonqualified Stock Option Plan.
PART I
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Item 1 will be
sent or given to participants in the 2006 Nonqualified Stock Option Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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-employee directors and
consultants, pursuant to Rule 428(b) are available without charge by contacting:
John G. Fraser
President and Chief Executive Officer
Manaris Corporation
1155 Boulevard Rene-Levesque, Suite 2720
Montreal, Quebec
Canada H3B 2K8
(514) 337-2447
3
PROSPECTUS
MANARIS CORPORATION
900,000 SHARES OF COMMON STOCK
2006 Nonqualified Stock Option Plan
This prospectus relates to the sale of up to 900,000 shares of common
stock of Manaris Corporation offered by certain holders of our securities,
including up to 900,000 shares of our common stock issuable upon exercise of
options under our 2006 Nonqualified Stock Option Plan. The shares may be offered
by the selling stockholders from time to time in regular brokerage transactions,
in transactions directly with market makers or in certain privately negotiated
transactions. For additional information on the methods of sale, you should
refer to the section entitled "Plan of Distribution." We will not receive any of
the proceeds from the sale of the shares by the selling stockholders. We will
receive proceeds from the exercise of the options.
Our common stock trades on the OTC Bulletin Board under the symbol
"MANS." On May 30, 2006, the closing sale price of the common stock was $0.295
per share.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK
AND SUBSTANTIAL DILUTION. ONLY INVESTORS WHO CAN BEAR THE RISK OF LOSS OF THEIR
ENTIRE INVESTMENT SHOULD INVEST. SEE "RISK FACTORS" BEGINNING ON PAGE 7.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is June 5, 2006
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TABLE OF CONTENTS
PAGE
Prospectus Summary 6
Risk Factors 8
Forward-Looking
Statements
13
Selling Stockholders 14
Plan of Distribution 15
Legal Matters 15
Experts 15
Incorporation of Certain Documents by Reference 15
Disclosure of Commission Position on Indemnification For Securities Act Liabilities 16
Additional Information Available to You 17
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
5
PROSPECTUS SUMMARY
GENERAL OVERVIEW
Manaris, our holding company, operates the following wholly-owned subsidiaries:
o Avensys Inc., which develops optical components & sensors and provides
environmental monitoring solutions. The acquisition of Avensys Inc. in February
2005 has grown our asset base significantly and expanded our sources of revenue.
o C-Chip Technologies Corporation (North America), which offers high-tech
products and services to the credit management marketplace. C-Chip has been
Manaris' business since its inception in 2003. During the 2005 calendar year, we
made a significant investment in reengineering the C-Chip product line.
DIVESTITURE OF CLI SUBSIDIARY
On February 15, 2006 as part of our efforts to streamline operations, we closed
a transaction to sell all of the shares of Chartrand Laframboise Investigation
("CLI") subsidiary, which is a provider of investigative services. The sale of
CLI strengthened our balance sheet and enabled us to focus on our core
businesses, Avensys Inc. and C-Chip Technologies (North America).
ITF OPTICAL ASSET PURCHASE
Furthering the strategy of focusing on our core businesses, on April 18, 2006,
our wholly owned subsidiary Avensys acquired the manufacturing assets of ITF
Optical Technologies Inc. (ITF), a designer and manufacturer of advanced
photonic solutions based on proprietary all-fiber technology. The ITF
transaction adds complementary products to Avensys' current offerings and
provides access to a new potential customer base. ITF specializes in providing
sophisticated high-end applications for submarine, military, telecom and
industrial uses. This acquisition will also provide Avensys' fiber component
production division with access to ITF's 10,000 square foot clean room, thereby
providing economies of scale and facilities for future growth.
The purchase price paid for the manufacturing assets pursuant to the ITF
Agreement is approximately US $1,532,533 (CDN $1,750,000), comprised of US
$656,800 (CDN $750,000) in cash and approximately 2,550,795 shares of Manaris
common stock.
In addition, pursuant to the ITF Agreement, ITF's research and development
assets and intellectual property rights (the "R&D assets") were purchased by and
combined with Avensys Laboratories, Inc., Avensys' research and development
partner. Prior to this transaction, Avensys owned 49% of the voting stock of
Avensys Laboratories. The purchase price paid for the R&D assets is 580,000
shares of common stock and 2,000,000 shares of Class E preferred stock of
Avensys Laboratories (the "Avensys Laboratories Shares"), which were issued to
the preferred shareholders of ITF (the "ITF Preferred Shareholders"). In the
aggregate, the Avensys Laboratories Shares issued pursuant to the ITF Agreement
represent 58% of the voting stock of Avensys Laboratories. As a result of the
ITF Agreement, Avensys' ownership of the voting stock of Avensys Laboratories
has decreased from 49% to 42%.
In connection with the ITF Agreement, the following agreements were also
effectuated:
o A License Agreement was entered into between Avensys and Avensys Laboratories,
pursuant which Avensys was granted an exclusive license to use Avensys
Laboratories' intellectual property and patent improvements, as defined in the
License Agreement, in order to develop and sell products incorporating Avensys
Laboratories' intellectual property. As consideration for the license, Avensys
will be making royalty payments. Pursuant to the License Agreement, Avensys
Laboratories will continue to conduct research and development for the mutual
benefit of both parties.
o A Shareholder Agreement was entered into between Avensys and the ITF Preferred
Shareholders. Pursuant to the Shareholder Agreement, the ITF Preferred
Shareholders shall not transfer any Avensys Laboratories Shares, subject to
limited exceptions. Thereafter, between April 1, 2009 and October 1, 2009 each
ITF Preferred Shareholder shall have an option to (i) sell the Avensys
Laboratories Shares to Avensys for its proportionate share of approximately US
$1,713,650 (CDN $2,000,000), or (ii) exchange the Avensys Laboratories Shares
for freely tradable shares of Manaris common stock equal its proportionate share
of approximately US $1,285,237 (CDN $1,500,000) divided by US $0.3359 (CDN
$0.3920) per share.
6
OVERVIEW OF AVENSYS SUBSIDIARY
We acquired Avensys in February 2005. Avensys continues to increase its revenues
and is poised to grow through consolidation in its respective markets. A leader
in fiber based sensors, Avensys enables businesses and corporations to monitor
different types of environments, including air, soil, water as well as buildings
and infrastructures. Avensys is comprised of two divisions: (i) Avensys
Technology, which produces fiber components and associated instrumentation, and
(ii) Avensys Solutions, which provides environmental solutions and
instrumentation.
When we acquired Avensys in 2005, our plan was to complete a period of
approximately one year of organic growth to maximize operations and processes.
Following this first successful year of operations, our goal was to become a
participant in the consolidation of the respective markets of Avensys Solutions
and Avensys Technology.
The market for fiber optics components continues to recover, with the majority
of Avensys' components still destined for the telecommunications market. Optical
sensors remain an important part of our long term growth strategy, and the fiber
laser market is also gaining importance.
On April 18th, 2006 we closed the acquisition of most of the assets of ITF
Optical Technologies Inc. ("ITF"). Avensys is poised to benefit from the
acquisition of ITF. The ITF facilities, which include a 10,000 square feet clean
room located near Avensys' manufacturing facility, are state of the art and
provide ample space and equipment for growth. Avensys' Montreal operations are
scheduled to be relocated to the ITF facilities by the end of spring 2006.
ITF adds complementary products to Avensys' current offerings and provides
access to a new potential customer base. ITF specializes in providing
sophisticated high-end applications for submarine, military, telecom and
industrial uses. This will benefit Avensys and will serve to elevate both the
Company's technological depth and production capabilities. We anticipate that
the combined operations will be profitable following the initial integration
period.
Pursuant to the ITF Agreement, ITF's Research and Development unit, including
all of its intellectual property assets, was merged with that of Avensys'
partner, Avensys Laboratories Inc. and renamed ITF Laboratories to leverage the
strength of the ITF brand in the photonics industry. Avensys and ITF
Laboratories will continue to operate under exclusive licensing as was the case
with Avensys Laboratories before.
OVERVIEW OF C-CHIP TECHNOLOGIES SUBSIDIARY
C-Chip specializes in the high-tech sector of the security industry, providing
technology that allows credit grantors to efficiently access, control, manage
and monitor remote assets at low costs. C-Chip's priority for the 2006 fiscal
year is to manufacture and deliver an increasing number of C-Chip products into
the North American marketplace. We have begun shipping units of our Credit Chip
100 series vehicle tracking device. As of March 31, 2006, we shipped 1,500 units
of the Credit Chip 100 vehicle tracking device. On December 31, 2005, we
obtained a network accreditation, which will permit us to further expand our
sales efforts.
Our first generation of the Credit Chip vehicle tracking device was based on the
AMPS (analogue) standard of communication. We recently completed the engineering
of a second mode of communication, allowing our product to function on GSM
(digital) networks. This new technology, the Credit Chip 200G series, in
conjunction with new WEB application services, is enabling C-Chip to broaden its
reach in the marketplace.
As part of a production ramp-up, 400 units of the Credit Chip 200G series have
been produced in our manufacturing facility as of the end of March.
Our principal executive office is located at 1155 Boulevard Rene-Levesque, Suite
2720, Montreal, Quebec, Canada H3B 2K8.
7
THIS OFFERING
Shares of common stock outstanding prior to this offering........ 76,570,027 (1)
Shares of common stock issuable upon
exercise of outstanding options which may be
offered pursuant to this prospectus.................................... 900,000
Use of proceeds.......................... We will not receive any proceeds
from the sale of the shares of
common stock offered in this
prospectus. We will receive proceeds
to the extent that currently
outstanding options are exercised
for cash. We will use the exercise
proceeds, if any, for working
capital and general corporate
purposes.
Risk Factors............................. The purchase of our common stock
involves a high degree of risk. You
should carefully review and consider
"Risk Factors" beginning on page 7.
OTC Bulletin Board Symbol... MANS
(1) As of May 30, 2006. Does not include shares of common stock issuable upon
exercise of outstanding options or warrants.
8
RISK FACTORS
Investment in our common stock involves a high degree of risk. You
should consider the following discussion of risks as well as other information
in this prospectus. The risks and uncertainties described below are not the only
ones. If any of the following risks actually occur, our business could be
harmed. In such case, the trading price of our common stock could decline.
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION
Our financial statements for the year ended June 30, 2005, as well as the audit
report issued by our former auditors, included disclosure indicating that there
is substantial doubt the company will be able to realize its assets and
discharge its liabilities in the normal course of operations. The notes to our
financial statements for the nine-month period ended March 31, 2006 included
similar disclosure. The inclusion of this note in the financial statements
underscores the fact that the company needs to either raise additional financing
or become profitable in the short-term in order to continue operations. As
further discussed below, if the company is not able to achieve its objectives or
raise additional capital, it may be forced to suspend or cease operations.
IF WE DO NOT BEGIN TO GENERATE PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS
Because we have historically incurred losses and these losses may increase in
the future, we must begin generating a profit from our operations. As a result,
you may lose your investment. We have never been profitable. At March 31, 2006
we had a working capital of $1,496,425. Included in current liabilities are
amounts due to related parties of $40,000 that carry no interest or fixed terms
of repayment. Funds on hand together with relatively low revenues will not
sustain operations for the next year. We will need to raise additional capital
to sustain our operations. In order to become profitable, we will need to
generate significant revenues to offset our cost of revenues, sales and
marketing, research and development and general and administrative expenses. We
may not achieve or sustain our revenue or profit objectives and our losses may
continue or increase in the future in which case you might lose your investment.
WE MUST CONTINUE TO RAISE MONEY FROM INVESTORS IN ORDER TO FUND OUR OPERATIONS
We have experienced a history of losses and expect to incur future losses albeit
at a reduced level. If we are unable to fund our operations, we will cease doing
business. We have an accumulated deficit of $26,717,776 as of March 31, 2006.
Our losses have resulted principally from costs incurred in research and
development activities related to our efforts to develop our technologies and
from the associated marketing and administrative costs and stock based
compensation. We will need to generate significant revenues in order to achieve
and maintain profitability. We may not be able to generate these revenues or
achieve profitability in the future. Even if we do achieve profitability, we may
not be able to sustain or increase profitability. Product revenue totaled
$7,054,017 and service revenue totaled $499,627 for the nine month period ended
March 31, 2006. Consequently, we have raised money from investors to fund our
operations. If we can't fund our operations through product sales and
investments by third parties, we will have to cease operations.
WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING WHEN NEEDED OR ON ACCEPTABLE
TERMS.
We have never been profitable and we do not expect that funds on hand together
with relatively low revenues will sustain our operations for the next year. We
will need to raise additional capital to sustain our operations or to pursue our
acquisition strategy. We cannot assure you that any required additional
financing will be available or, if it is, whether it will be on acceptable
terms. Our inability to obtain any needed financing, or the terms on which it
may be available, could have a material adverse effect on our business. As a
result, we could have to suspend or cease our operations and you could loose
your entire investment.
9
WE HAVE INCURRED SUBSTANTIAL DEBT WHICH COULD AFFECT OUR ABILITY TO OBTAIN
ADDITIONAL FUNDS AND MAY INCREASE OUR VULNERABILITY TO ECONOMIC OR BUSINESS
DOWNTURNS.
On February 16, 2005, we entered into a Purchase Agreement with eighteen
institutional and accredited investors under the terms of which we agreed to
issue Units consisting of (i) an aggregate of $4,675,000 of our Company's 9.0%
Senior Secured Convertible Notes, Series A, which are convertible into shares of
our common stock at a conversion price of $0.35 per share,. Under the terms of
the 9.0% Senior Secured Convertible Note, Series A, the Principal on the Note
shall be paid in 20 equal monthly installments, with each payment equal to 5% of
the principal amount, commencing on June 16, 2005 and continuing on the same day
of each month thereafter to the Holder on the tenth date immediately preceding
the Principal Payment Date. All payments of principal shall be made at our
option in cash or, with 10 business day prior notice, in our common stock valued
at 85% of the average closing bid price of our stock in the most recent five
Trading Days prior to a Valuation Date. As of May 16, 2006 the outstanding debt
remaining on the principle payment of the 9.0% Senior Secured Convertible Note,
Series A is $1,341,337. As a result, we are subject to the risks associated with
substantial indebtedness, including:
- - we are required to dedicate a portion of our cash flows from operations to pay
debt service costs;
- - it may be more difficult and expensive to obtain additional funds through
financings, if available at all;
- - we are more vulnerable to economic downturns and fluctuations in interest
rates, less able to withstand competitive pressures and less flexible in
reacting to changes in our industry and general economic conditions; and
- - if we defaulted under any of our existing indebtedness or if our creditors
demanded payment of a portion or all of our indebtedness, we may not have
sufficient funds to make such payments.
IF WE DEFAULT UNDER OUR FINANCING AGREEMENT, WE MAY HAVE TO FORFEIT OUR RIGHTS
TO OUR ASSETS.
We have pledged all of our assets, including the assets of our subsidiaries, as
security to holders of our convertible debentures. A default under the financing
agreement concluded with holders of our convertible debentures, if not waived or
cured, would permit the holders of the convertible debentures to foreclose on
the collateral and we could lose all our rights in the collateral, which would
have a materially adverse effect on our business. As a result, we could have to
suspend or cease our operations and you could loose your entire investment.
WE MAY NOT BE ABLE TO IMPLEMENT OUR ACQUISITION STRATEGY.
While our management has some experience in identifying and integrating
acquisitions, we may not be able to identify suitable acquisition candidates,
obtain the capital necessary to pursue our acquisition strategy or complete
acquisitions on satisfactory terms or at all. When companies are acquired, we
may not be able to integrate or manage these businesses to produce returns that
justify our investment. A number of our competitors have also adopted the
strategy of expanding and diversifying through acquisitions. We experience
competition in our effort to execute our acquisition strategy and expect the
level of competition to increase. As a result, we may be unable to continue to
make acquisitions or may be forced to pay more for the companies we are able to
acquire.
WE MAY SEEK TO MAKE ACQUISITIONS THAT PROVE UNSUCCESSFUL OR STRAIN OR DIVERT OUR
RESOURCES.
We may seek to grow our business through acquisitions of similar businesses.
Such acquisitions present risks that could materially adversely affect our
business and financial performance, including:
- - the diversion of our management's attention from our everyday business
activities;
- - the assimilation of the operations and personnel of the acquired business;
- - the contingent and latent risks associated with the past operations of, and
other unanticipated problems arising in, the acquired business; and
- - the need to expand management, administration, and operational systems.
If we make such acquisitions we cannot predict whether:
- - we will be able to successfully integrate the operations of any new businesses
into our business;
10
- - we will realize any anticipated benefits of completed acquisitions; or
- - there will be substantial unanticipated costs associated with acquisitions.
In addition, future acquisitions by us may result in:
- - potentially dilutive issuances of our equity securities;
- - the incurrence of additional debt; and
- - the recognition of significant charges for depreciation and amortization
related to goodwill and other intangible assets.
Although we have no present plans or intentions, we continuously evaluate
potential acquisitions of similar businesses. However, we have not reached any
agreement or arrangement with respect to any particular acquisition and we may
not be able to complete any acquisitions on favorable terms or at all.
THERE MAY BE UNDISCLOSED LIABILITIES ASSOCIATED WITH OUR ACQUISITIONS.
In connection with any acquisition made by us, there may be liabilities that we
fail to discover or are unable to discover including liabilities arising from
non-compliance with laws and regulations by prior owners and for which we, as
successor owner, may be responsible. Similarly, we may incur capitalized costs
associated with acquisitions, which may never be consummated, resulting in a
potential charge..
WE MAY NOT BE ABLE TO DEVELOP OR MANAGE OUR INTERNAL GROWTH.
Our growing existing businesses may strain our management, human resources and
information systems. To manage our growth successfully, we will have to add
managers and employees and update our operating, financial and other systems,
procedures and controls. In addition, issues relating to new acquisitions may
divert current management's attention from existing operations.
WE ARE HIGHLY DEPENDENT ON OUR EXECUTIVE MANAGEMENT AND OTHER KEY EMPLOYEES.
We rely heavily on our executive management and key employees to provide
services and for continued business development. We have employment agreements
which contain non-competition and non-solicitation provisions with most of our
executive managers and other key employees. Our business could be materially
adversely affected if a number of our executive managers and other key employees
were to leave us and if we were unable to enforce the non-competition and
non-solicitation agreements or to attract and retain qualified replacements.
On September 16, 2005, the Chief Executive Officer, Stephane Solis, resigned.
John G. Fraser, the Company's Secretary/Treasurer, was appointed as Chief
Executive. We do not expect the resignation to materially adversely affect the
services and business development.
SOME OF OUR PRODUCTS AND SERVICES ARE IN THE DEVELOPMENT STAGE, AND MAY NOT BE
EFFECTIVE AT A LEVEL SUFFICIENT TO SUPPORT A PROFITABLE BUSINESS VENTURE.
If our products or services are not effective at a level sufficient to support a
profitable venture, we will be unable to create marketable products and
services, and we will have to cease some of our operations. Most of our products
and services are in the development state. Although we have begun to sell some
of our products and services and have current data which indicates the promise
of the concept and market demand, we can offer you no assurance that all of our
products and services will be effective at a level sufficient to support a
profitable business venture. If they are not, we will be unable to create
marketable products, we will not generate sufficient revenues from our key
operations, and we will have to reduce, suspend or cease key operations and you
could lose your entire investment.
IF WE CANNOT DELIVER THE FEATURES AND FUNCTIONALITY OUR CUSTOMERS DEMAND, WE
WILL BE UNABLE TO ATTRACT CUSTOMERS THAT WILL RESULT IN A LOSS OF INCOME AND
EVENTUALLY A TERMINATION OF OUR OPERATIONS.
As a result you could lose your investment. As a security solutions provider,
our future success depends largely upon our ability to determine the features,
functionality and services our customers demand and to design and implement
products and services that meet their needs in a cost efficient manner. We
cannot assure that we will be able to successfully determine customer
requirements or that our current or future products and services will adequately
satisfy customer demands. If we cannot meet our customers' demands, we will not
generate revenues from this business and may have to cease or suspend key
operations. As a result, you could lose your investment.
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WE ARE HIGHLY DEPENDENT ON THIRD PARTY MANUFACTURERS AND SERVICE SUPPLIERS.
Because some of our security solutions depend on a limited number of third
parties to manufacture and supply critical components for our products and
services, if the third party manufacturer should cease operations or refuse to
sell components to us, we may have to suspend or cease these operations. As a
result, you may lose your investment. If our suppliers do not execute their
obligations, or if they stop manufacturing and supplying components critical for
our products and services, we may be not be capable of finding other suppliers
or operating our business. We rely on limited suppliers for a number of key
components and do not have long-term agreements with any of our suppliers. If
our agreements with these suppliers were terminated or expired, if we were
unable to obtain adequate quantities of components critical for our products and
services, if the quality of these components was inadequate, or if the terms for
supply of these components became commercially unreasonable, our search for
additional or alternate suppliers could result in significant delays, added
expense and our inability to maintain or expand key components of our business.
Any of these events could require us to take unforeseen actions or devote
additional resources to provide our products and services and could harm our
ability to compete effectively. As a result, you could lose your investment.
SOME OF OUR PRODUCTS AND SERVICES DEPEND ON GPS TECHNOLOGY OWNED AND CONTROLLED
BY THIRD PARTIES.
If access to GPS technology is terminated or withheld from us, we may have to
suspend or cease operations. Our services rely on signals from GPS satellites
built and maintained by the U.S. Department of Defense. GPS satellites and their
ground support systems are subject to electronic and mechanical failures and
sabotage. If one or more satellites malfunction, there could be a substantial
delay before they are repaired or replaced, if at all, and our services may
cease and customer satisfaction would suffer. In addition, the U.S. government
could decide not to continue to operate and maintain GPS satellites over a long
period of time or to charge for the use of satellites. If the foregoing events
occur, we may have to suspend or cease operations.
SOME OF OUR PRODUCTS AND SERVICES DEPEND ON COMMUNICATION NETWORKS OWNED AND
CONTROLLED BY THIRD PARTIES.
If access to our communication networks is terminated or withheld from us, we
may have to suspend or cease operations. As a security solutions provider, our
ability to grow and achieve profitability depends on the ability of
communications carriers to provide sufficient network capacity, reliability and
security to our customers. When we use wireless communications, even where
wireless carriers provide coverage to entire metropolitan areas, there are
occasional lapses in coverage. These effects could make our services less
reliable and less useful, and customer satisfaction could suffer. Our financial
condition could be seriously harmed if our wireless and land-based carriers were
to increase the prices of their services, or to suffer operational or technical
failures.
OUR BUSINESS IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE.
Our two business units develop security solutions for clients. C-Chip itself
integrates wireless communications, online transactions, software applications,
RFID technology, the Internet and, when location is required, GPS technology, to
enable business users to efficiently access, control, manage and monitor remote
assets at low costs. Our wholly-owned subsidiary, Avensys, uses leading edge
fiber optics sensor technology to offer business and corporations different
monitoring solutions related to the environment, including buildings and
infrastructure. Many of the technologies that we currently use have only
recently emerged and our future success will depend upon the ability of our
product development team to remain current with the rapid changes in the
technologies. If we fail to do this, we could be at a competitive disadvantage.
If we cannot foresee and adapt to technological changes, our business will be
materially adversely affected.
12
OUR BUSINESS DEPENDS ON THE PROTECTION OF ITS INTELLECTUAL PROPERTY AND
PROPRIETARY INFORMATION.
We rely on a combination of trade secret and trademark laws, confidentiality
procedures, contractual provisions and patent and copyright laws to protect our
proprietary rights in our products and technology. These measures may not be
adequate to protect our trade secrets and proprietary technology. As a result,
unauthorized third parties may copy or otherwise obtain and use our products or
technology. To enforce our proprietary rights, we may have to engage in
litigation to defend and enforce our intellectual property rights, either
domestically or in other countries, and we could face substantial costs and
diversion of resources, including management's attention, regardless of the
outcome of that litigation. Any of our attempts to enforce our intellectual
property rights may not be successful, may result in royalties that are less
than the cost of such enforcement efforts or may result in the loss of the
intellectual property altogether. Further, we may not have adequate funds
available to prosecute actions to protect or defend our proprietary rights, in
which case those using our proprietary rights may continue to do so in the
future. Even if we succeeded in protecting our intellectual property, others may
independently develop similar technologies or products that do not infringe on
our intellectual property.
OUR REGISTERED TRADEMARKS MAY NOT PROVIDE US WITH ADEQUATE PROTECTION.
Third parties may appropriate our trademarks that may reduce our competitive
edge and cause our revenues to decrease. We have trademarks. There is no
assurance, however, that third parties may not infringe on our trademarks. In
order to protect our trademark rights, we may have to file lawsuits and obtain
injunctions, which will likely be expensive and divert our resources. If we do
that, we will have to spend large sums of money for attorney's fees in order to
obtain the injunctions. Even if we obtain the injunctions, there is no assurance
that those infringing on our trademarks will comply with the injunctions.
Further, we may not have adequate funds available to prosecute actions to
protect or to defend our trademarks, in which case those infringing on our
trademarks could continue to do so in the future.
THIRD PARTIES MAY CLAIM THAT OUR CURRENT OR FUTURE PRODUCTS OR SERVICES INFRINGE
THEIR PROPRIETARY RIGHTS OR ASSERT OTHER CLAIMS AGAINST US.
Claims that we infringe third-party proprietary rights could result in
significant expenses or restrictions on our ability to provide our products and
services. As the number of entrants into our market increases, the possibility
of an intellectual property or other claim against us grows. Any intellectual
property or other claim, with or without merit, would be time-consuming and
expensive to litigate or settle and could divert management attention from
focusing on our core business. As a result of such a dispute, we may have to pay
damages, incur substantial legal fees, develop costly non-infringing technology,
if possible, or enter into license agreements, which may not be available on
terms acceptable to us, if at all. As a result, our business and operating
results could be materially adversely affected.
CHANGES IN GOVERNMENT REGULATIONS AND CERTIFICATION REQUIREMENTS COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
Our products are subject to certification by the Federal Communications
Commission in the US and by the Department of Communications in Canada. Further,
wireless carriers who supply us with airtime enabling some of our services are
also subject to regulation by the Federal Communications Commission in the US
and the Canadian Radio-Television and Telecommunications Commission in Canada.
If any of our products could not obtain certification from either or both the
Federal Communications Commission in the US and the Department of
Communications, or if the communications carriers that we use to provide some of
our services to our customers could not obtain a renewal of their
certifications, our business would be materially adversely affected.
COMPETITIVE CONDITIONS COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESSES.
The markets in which we do, and intend to do, business are highly competitive
with few barriers to entry. Our ability to execute our business strategy depends
in part upon our ability to develop and commercialize efficient and effective
products based on our technologies. We compete against established companies as
well as numerous independently owned small businesses. Many of our competitors
are capable of developing products based on similar technology, have developed
and are capable of continuing to develop products based on other technologies,
which are or may be competitive with our products and technologies. In all
market segments in which we operate, there are many competitors, some of which
are significantly larger, have access to much more important resources or
capital than us, or have better reputations among potential customers in the
delivery of particular services or products. Our competitors may succeed in
developing competing products and technologies that are more effective than our
products and technologies, which may render our existing and new products or
technology uncompetitive, uneconomical or obsolete.
13
WE MAY BE EXPOSED TO LIABILITY CLAIMS IF PRODUCTS BASED ON OUR TECHNOLOGIES ARE
MARKETED AND SOLD.
We have liability insurance coverage on our products which varies from
$1,000,000 to $3,000,000, however if a judgment is rendered against us in excess
of the amount of our coverage, we may have to cease operations. If we are sued
for any reason, we will have to rely on our liability insurance to pay any
judgment rendered against us. Although we maintain product liability insurance
of between $1,000,000 and $3,000,000, we cannot provide any assurance that:
- - our insurance will provide adequate coverage against potential liabilities if
a product or a service that we provide causes harm or fails to perform as
promised;
- - adequate product liability insurance will continue to be available in the
future; or
- - our insurance can be maintained on acceptable terms.
The obligation to pay any product liability claim in excess of whatever
insurance we are able to obtain would increase our expenses and could greatly
reduce our assets or cause us to cease operations. If a judgment is rendered
against us for any amount of money over our coverage of $1,000,000 and, in some
cases, of $3,000,000, we may have to cease operations.
FLUCTUATIONS IN THE VALUE OF FOREIGN CURRENCIES COULD RESULT IN INCREASED
PRODUCT COSTS AND OPERATING EXPENSES.
We have suppliers that are located outside Canada and the U.S. Our functional
currency is Canadian dollars and we report our results in U.S. dollars.
Fluctuations in the value of Canadian and U.S. dollars are difficult to predict
and can cause us to incur currency exchange costs. Although, we cannot predict
the effect of exchange rate fluctuations on our future operating results any
material changes could cause our operating results to be materially adversely
affected.
THE MAJORITY OF OUR STOCK IS OWNED A LIMITED NUMBER OF OUR STOCKHOLDERS.
Because a limited number of our stockholders collectively continue to own a
majority of our stock, they may act, or prevent certain types of corporate
actions, to the detriment of other stockholders. Our officers and directors and
certain stockholders beneficially own in the aggregate approximately 6.7% of our
outstanding shares of common stock. As a result, these stockholders may be able
to influence significantly the actions that require stockholder approval,
including:
- - the election of a majority of our directors; and
- - the approval of mergers, sales of assets or other corporate transactions or
matters submitted for stockholder approval.
As a result, our other stockholders may have little or no influence over matters
submitted for stockholder approval. In addition, this influence could preclude
any unsolicited acquisition of us and consequently materially adversely affect
the price of our common stock.
THE MARKET OF OUR COMMON STOCK IS LIMITED.
Because the market for our common stock is limited, you may not be able to
resell your shares of common stock. There is currently only a limited trading
market for our common stock. Our common stock trades on the Bulletin Board
operated by the National Association of Securities Dealers, Inc. under the
symbol "MANS." Trading volume of OTC Bulletin Board stocks has been historically
lower and more volatile than stocks traded on an exchange. As a result, you may
not be able to resell your securities in open market transactions.
14
SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK COULD CAUSE OUR STOCK PRICE TO
FALL.
As of March 31, 2006, 72,585,590 shares of our common stock were outstanding,
64,155,148 of which were freely tradable and 8,430,442 of which were restricted
as a result of securities laws. Sales of a substantial number of shares of our
common stock could cause the price of our securities to fall and could impair
our ability to raise capital by selling additional securities. The terms on
which we could obtain additional capital during the life of the options and
warrants may be adversely affected, and it should be expected that the holders
of the options and warrants would exercise or convert them at a time when we
would be able to obtain equity capital on terms more favorable than those
provided for by such convertible securities. As a result, any issuance of
additional shares of common stock may cause our current shareholders to suffer
significant dilution which may adversely affect the market price of our common
stock.
BECAUSE OUR COMMON STOCK IS SUBJECT TO PENNY STOCK RULES, THE LIQUIDITY OF YOUR
INVESTMENT MAY BE RESTRICTED.
Our common stock is now and may continue to be in the future subject to the
penny stock rules under the Securities Exchange Act of 1934, as amended. These
rules regulate broker/dealer practices for transactions in "penny stocks." Penny
stocks are generally equity securities with a price of less than $5.00. The
penny stock rules require broker/dealers to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker/dealer and its salesperson and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations and the broker/dealer and salesperson
compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction, the broker and/or dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These additional penny stock disclosure requirements are burdensome and may
reduce the trading activity in the market for our common stock. As long as the
common stock is subject to the penny stock rules, holders of our common stock
may find it more difficult to sell their securities.
15
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a safe harbor for forward-looking statements made by us or on our
behalf. We and our representatives may from time to time make written or oral
statements that are "forward-looking," including statements contained in this
prospectus and other filings with the Securities and Exchange Commission,
reports to our stockholders and news releases. All statements that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the Act. In addition, other written or oral statements
which constitute forward-looking statements may be made by us or on our behalf.
Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "projects," "forecasts," "may," "should," variations of such words
and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions which are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in or suggested by such forward-looking statements. We
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
16
SELLING STOCKHOLDERS
The table below sets forth information concerning the resale of the
shares of common stock by the selling stockholders. We will not receive any
proceeds from the resale of the common stock by the selling stockholders. We
will receive proceeds from the exercise of the options.
The following table also sets forth the name of each person who is
offering the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially owned by each person, the number of shares
of common stock that may be sold in this offering and the number of shares of
common stock each person will own after the offering, assuming they sell all of
the shares offered which they beneficially own as of the date hereof.
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
----------------------------------- -----------------------------------
PRIOR TO THE OFFERING (1) AFTER THE OFFERING (1)
TOTAL
SHARES
NAME NUMBER PERCENT (2) OFFERED NUMBER PERCENT (2)
- -------------------------- ---------- --------------- ----------- ---------- ---------------
Robert Clarke - * 75,000 75,000 *
John G. Fraser 170,000 * 325,000 495,000 *
Marc Bouchard - * 125,000 125,000 *
Jos Wintermans - * 125,000 125,000 *
Bernard Bougie - * 125,000 125,000 *
John H. Simons - * 125,000 125,000 *
* Less than one percent.
(1) The number and percentage of shares beneficially owned is determined
in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and
the information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rule, beneficial ownership includes any
shares as to which the selling stockholder has sole or shared voting power
or investment power and also any shares, which the selling stockholder has
the right to acquire within 60 days.
17
PLAN OF DISTRIBUTION
Sales of the shares may be effected by or for the account of the
selling stockholders from time to time in transactions (which may include block
transactions) on the OTC Bulletin Board, in negotiated transactions, through a
combination of such methods of sale, or otherwise, at fixed prices that may be
changed, at market prices prevailing at the time of sale or at negotiated
prices. The selling stockholders may effect such transactions by selling the
shares directly to purchasers, through broker-dealers acting as agents of the
selling stockholders, or to broker-dealers acting as agents for the selling
stockholders, or to broker-dealers who may purchase shares as principals and
thereafter sell the shares from time to time in transactions (which may include
block transactions) on the OTC Bulletin Board, in negotiated transactions,
through a combination of such methods of sale, or otherwise. In effecting sales,
broker-dealers engaged by a selling stockholder may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of the shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act of 1933.
We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.
We have agreed to indemnify the selling stockholders, or their
transferees or assignees, against certain liabilities, including liabilities
under the Securities Act of 1933 or to contribute to payments the selling
stockholders or their respective pledgees, donees, transferees or other
successors in interest, may be required to make in respect thereof.
18
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for us by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of the
Americas, 21st Floor, New York, NY 10018. Sichenzia Ross Friedman Ference LLP
does not own any shares of our common stock.
EXPERTS
Manning Elliott, LLP Chartered Accountants, Independent
Registered Public Accountants, have audited, as set forth in their report
thereon incorporated by reference herein, our year end financial statements as
of June 30, 2005 and for the years ended June 30, 2004 and 2003. The financial
statements referred to above are incorporated by reference in this prospectus
with reliance upon the auditors' opinion based on their expertise in accounting
and auditing.
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference certain of our publicly-filed documents into this prospectus, which
means that such information is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling stockholders have sold
all of the shares offered hereby or such shares have been deregistered.
The following documents filed with the SEC are incorporated herein by
reference:
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered 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 filing of such documents:
o The registrant's annual report on Form 10-KSB, as filed with the SEC
October 13, 2005, for the fiscal year ended June 30, 2005.
o The registrant's Quarterly report on Form 10-QSB, as filed with the SEC
on November 21, 2005, for the fiscal quarter ended September 30, 2005.
o The registrant's Quarterly report on Form 10-QSB, as filed with the SEC
on February 22, 2006, for the fiscal quarter ended December 31, 2005.
o The registrant's Quarterly report on Form 10-QSB, as filed with the SEC
for the fiscal quarter ended March 31, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
January 17, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
January 18, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
February 14, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
February 21, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
April 10, 2006.
o The registrant's Current Report on Form 8-K/A, as filed with the SEC on
April 19, 2006.
o The registrant's Current Report on Form 8-K/A, as filed with the SEC on
April 24, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
May 17, 2006.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered, on written or oral request a copy of any or all
of the documents incorporated by reference in this prospectus, other than
exhibits to such documents. Written or oral requests for such copies should be
directed to Gary W. Jones.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our bylaws provide for the indemnification of our directors to the fullest
extent permitted by Section 78.751 of the Nevada Revised Statutes. Our bylaws
further provide that our Board of Directors has sole discretion to indemnify our
officers and other employees. We may limit the extent of such indemnification by
individual contracts with our directors and executive officers, but have not
done so. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
executive officer in connection with that proceeding on receipt of an
undertaking by or on behalf of that director or executive officer to repay those
amounts if it should be determined ultimately that he or she is not entitled to
be indemnified under our bylaws or otherwise. We are not, however, required to
provide indemnification in respect of any claim, issue or matter as to which an
officer or director shall have been adjudged to be liable for gross negligence
or willful misconduct in the performance of such officer's or director's duty to
the Corporation unless and only to the extent that, the court in which such
action or suit was brought shall determine upon application that, despite
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.
19
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act" or "Securities Act") may be permitted to directors, officers or
persons controlling us pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
ADDITIONAL INFORMATION AVAILABLE TO YOU
This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with the rules of the SEC. We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can inspect and copy the Registration Statement as well as
reports, proxy statements and other information we have filed with the SEC at
the public reference room maintained by the SEC at 100 F Street N.E. Washington,
D.C. 20549, You can obtain copies from the public reference room of the SEC at
100 F Street N.E. Washington, D.C. 20549, upon payment of certain fees. You can
call the SEC at 1-800-732-0330 for further information about the public
reference room. We are also required to file electronic versions of these
documents with the SEC, which may be accessed through the SEC's World Wide Web
site at http://www.sec.gov. No dealer, salesperson or other person is authorized
to give any information or to make any representations other than those
contained in this prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by us. This
prospectus does not constitute an offer to buy any security other than the
securities offered by this prospectus, or an offer to sell or a solicitation of
an offer to buy any securities by any person in any jurisdiction where such
offer or solicitation is not authorized or is unlawful. Neither delivery of this
prospectus nor any sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of our company since
the date hereof.
20
MANARIS CORPORATION
------------------------
900,000 SHARES OF COMMON STOCK
------------------------
PROSPECTUS
---------------
June 5, 2006
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered 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 filing of such documents:
o The registrant's annual report on Form 10-KSB, as filed with the SEC
October 13, 2005, for the fiscal year ended June 30, 2005.
o The registrant's Quarterly report on Form 10-QSB, as filed with the SEC
on November 21, 2005, for the fiscal quarter ended September 30, 2005.
o The registrant's Quarterly report on Form 10-QSB, as filed with the SEC
on February 22, 2006, for the fiscal quarter ended December 31, 2005.
o The registrant's Quarterly report on Form 10-QSB, as filed with the SEC
for the fiscal quarter ended March 31, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
January 17, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
January 18, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
February 14, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
February 21, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
April 10, 2006.
o The registrant's Current Report on Form 8-K/A, as filed with the SEC on
April 19, 2006.
o The registrant's Current Report on Form 8-K/A, as filed with the SEC on
April 24, 2006.
o The registrant's Current Report on Form 8-K, as filed with the SEC on
May 17, 2006.
ITEM 4. DESCRIPTION OF SECURITIES.
Our authorized capital stock consists of 500,000,000 shares of common stock,
$0.00001 par value per share. The holders of our common stock:
o have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
o are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
o do not have preemptive, subscription or conversion rights and there are
no redemption or sinking fund provisions or rights; and
o are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
All shares of common stock now outstanding are fully paid for and non-assessable
and all shares of common stock that are the subject of this offering, when
issued, will be fully paid for and non-assessable. We refer you to our Articles
of Incorporation, Bylaws and the applicable statutes of the state of Nevada for
a more complete description of the rights and liabilities of holders of our
securities.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of common stock offered hereby will be
passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065
Avenue of Americas, 21st flr. New York, NY 10018. Sichenzia Ross Friedman
Ference LLP does not own any shares of the Registrant's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our bylaws provide for the indemnification of our directors to the fullest
extent permitted by Section 78.751 of the Nevada Revised Statutes. Our bylaws
further provide that our Board of Directors has sole discretion to indemnify our
officers and other employees. We may limit the extent of such indemnification by
individual contracts with our directors and executive officers, but have not
done so. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
executive officer in connection with that proceeding on receipt of an
undertaking by or on behalf of that director or executive officer to repay those
amounts if it should be determined ultimately that he or she is not entitled to
be indemnified under our bylaws or otherwise. We are not, however, required to
provide indemnification in respect of any claim, issue or matter as to which an
officer or director shall have been adjudged to be liable for gross negligence
or willful misconduct in the performance of such officer's or director's duty to
the Corporation unless and only to the extent that, the court in which such
action or suit was brought shall determine upon application that, despite
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act" or "Securities Act") may be permitted to directors, officers or
persons controlling us pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
All shares of common stock registered hereunder for reoffer or resale,
have been or will be issued upon exercise of options granted pursuant to the
Registrant's 2006 Nonqualified Stock Option Plan. The options are
non-transferable and the underlying shares were and will be issued in
transactions not involving a public offering. Upon exercise of an option, the
optionee is required to execute an undertaking not to resell such shares except
pursuant to an effective registration statement or other exemption under the
Act, a restrictive legend is placed on the certificates for the shares of common
stock purchased and transfer stops are placed against such certificates. Such
shares may only be reoffered and sold pursuant to registration under the Act or
pursuant to an applicable exemption under the Act. As a result, such offers and
sales are exempt from the registration requirements of the Act pursuant to the
provisions of Section 4(2) of the Act.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
4.1 2006 Nonqualified Stock Option Plan (1)
5.1 Opinion of Sichenzia Ross Friedman Ference LLP.
23.1 Consent of Sichenzia Ross Friedman Ference LLP is contained in
Exhibit 5.1.
23.2 Consent of Manning Elliott, LLP Chartered Accountants.
-----------------------------------------------------------------------
(1) Incorporated by reference to the Registrant's Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on
September 1, 2005.
ITEM 9. UNDERTAKINGS.
(a) 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 of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
Provided, however, that paragraphs (1)(i), and (1)(ii) do not apply if
the Registration Statement is on Form S-8 and if the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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.
(5) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(A) Each prospectus filed by a Registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the
registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5) or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which the prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of a Registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of
the securities, each undersigned Registrant undertakes that in a primary
offering of securities of an undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned
Registrant relating to the offering required to be filed pursuant to
Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of an undersigned Registrant or used or
referred to by an undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about an
undersigned Registrant or its securities provided by or on behalf of an
undersigned Registrant; and
(iv) Any other communication that is an offer in the offering
made by an undersigned Registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
In accordance with 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
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, on June 5, 2006.
MANARIS CORPORATION
By: /s/ John G. Fraser
-----------------------
John G. Fraser,
Chief Executive Officer, President
(Principal Executive Officer)
By: /s/ Andre Monette
-----------------------
Andre Monette,
Chief Financial Officer (Principal
Financial and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, as
amended, this Form S-8 has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------------------ ----------------------
/s/ John G. Fraser Chief Executive Officer, President and June 5, 2006
- ---------------------------------------- Chairman (Principal Executive Officer)
John G. Fraser
/s/ Andre Monette Chief Financial Officer June 5, 2006
- ---------------------------------------- (Principal Financial and Accounting
Andre Monette Officer)
/s/ Robert G. Clarke Chairman of the Board of Directors June 5, 2006
- ----------------------------------------
Robert G. Clarke
/s/ Jos J. Wintermans Director June 5, 2006
- ----------------------------------------
Jos J. Wintermans
Director
- ----------------------------------------
Bernard Bougie
Director
- ----------------------------------------
Marc Bouchard
/s/ John Simons Director June 5, 2006
- ----------------------------------------
John Simons
EXHIBIT
NUMBER EXHIBIT
------ -------
4.1 2006 Nonqualified Stock Option Plan
5.1 Opinion of Sichenzia Ross Friedman Ference LLP.
23.1 Consent of Sichenzia Ross Friedman Ference LLP is
contained in Exhibit 5.1.
23.2 Consent of Manning Elliott LLP, Chartered Accountants.
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