As filed with the Securities and Exchange Commission on October 25, 2006
Registration No. -___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IFSA STRONGMAN, INC.
(Exact name of registrant as specified in its charter)
Delaware 20-0929024
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
28-32 Wellington Road
London, NW8 9SP, United Kingdom
(Address of principal executive offices) (Zip Code)
2006 SECOND INCENTIVE STOCK PLAN
(Full title of Plan)
Jussi Laurimaa, Chief Executive Officer
28-32 Wellington Road
London, NW8 9SP, United Kingdom
(Name and address of agent for service)
+44 20 7060 4372
(Telephone number, including area code, of agent for service)
With a copy to:
Gregory Sichenzia, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of Americas
New York, NY 10018
Phone: (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(2) Price(2) Fee
- ---------------- -------------- ------------ ----------- ------------
Common Stock,
.001 par value 1,912,691 $0.10 $191,269.10 $20.47
(1) Shares underlying the 2006 Second Incentive Stock Plan.
(2) 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 on the OTC Bulletin Board on October 19,
2006, which was $0.10 per share.
EXPLANATORY NOTE
This Registration Statement is being filed in accordance with the
requirements of Form S-8 in order to register an aggregate of 1,912,691 shares
of our common stock, par value $0.001 per share, issuable under the 2006 Second
Incentive Stock 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 1,676,216 shares of
our common stock, under our 2006 Second Incentive Stock 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 Registrant's 2006 Second Incentive Stock 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:
Jussi Laurimaa, Chief Executive Officer
28-32 Wellington Road
London, NW8 9SP, United Kingdom
+44 20 7060 4372
3
Prospectus
IFSA Strongman, Inc.
1,676,216 SHARES OF COMMON STOCK
This prospectus relates to the sale of up to 1,676,216 shares of common
stock of IFSA Strongman, Inc. offered by a certain holder of our securities,
issuable under our 2006 Second Incentive Stock Plan. The shares may be offered
by the selling stockholder 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.
Our common stock is listed on the Over-The-Counter Bulletin Board under
the symbol "ISMN.ob". The last reported sales price per share of our common
stock as reported by the Over-The-Counter Bulletin Board on October 19, 2006,
was $0.10.
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 8.
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 October 25, 2006
4
TABLE OF CONTENTS
Page
----
Prospectus Summary 6
Risk Factors 7
Forward-Looking Statements 11
Selling Stockholders 12
Plan of Distribution 13
Legal Matters 14
Experts 14
Incorporation of Certain Documents by Reference 14
Disclosure of Commission Position on Indemnification For Securities Act
Liabilities 14
Additional Information Available to You 15
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
Overview
We are an integrated media, entertainment and athlete representation
company, principally engaged in the development, production and marketing of
television programs, live events and the licensing and sale of branded consumer
products. The content of our entertainment and consumer products is centered on
the various strongman competitions and events world-wide.
History
We were formed in the state of Utah on March 2, 2001, and was subsequently
reincorporated under the laws of the State of Delaware on March 30, 2004. On
December 9, 2005, we entered into a Share Exchange Agreement with IFSA Strongman
Ltd., a United Kingdom corporation and the shareholders of IFSA Strongman Ltd.,
which closed on December 29, 2005. Pursuant to the Agreement, we acquired all of
the outstanding equity stock of IFSA Strongman Ltd. from the shareholders of
IFSA Strongman Ltd. On December 28, 2005 we changed our name to IFSA Strongman,
Inc.
Subsequent to the acquisition of IFSA Strongman Ltd., we are an integrated
media, entertainment and athlete representation company, principally engaged in
the development, production and marketing of television programs, live events
and the licensing and sale of branded consumer products. The content of IFSA's
entertainment and consumer products is centered on the various strongman
competitions and events world-wide.
Our executive offices are located at 28-32 Wellington Road, London, United
Kingdom NW8, and our telephone number is 44 20 7060 4372. We are a Delaware
corporation.
This Offering
Shares of common stock
outstanding prior to this
offering 29,279,742(1)
Shares of common stock
issuable upon exercise of
outstanding options which may
be offered pursuant to this
prospectus 1,676,216
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 8.
OTCBB ISMN.ob
(1) As of October 19, 2006. Does not include shares of common stock issuable
upon exercise of outstanding options or warrants.
6
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.
Risks Related To Our Business
Our failure to continue to develop creative and entertaining programs and events
would likely lead to a decline in the popularity of our brand of entertainment.
The creation, marketing and distribution of live and televised
entertainment is at the core of our business and is critical to our ability to
generate revenues across our media platforms and product outlets. Our failure to
continue to create popular live events and televised programming would likely
lead to a decline in our television ratings and attendance at our live events,
which would likely adversely affect our operating results.
Our failure to retain or continue to recruit key athletes could lead to a
decline in the appeal of the popularity of our brand of entertainment.
Our success depends, in large part, upon our ability to recruit and retain
athletes who have the physical presence to compete in our strongman
competitions. We cannot be sure you that we will be able to continue to identify
and retain these athletes in the future. Additionally, we cannot be sure that we
will be able to retain our current athletes during the remaining terms of their
contracts or renew their contracts when their contracts expire. Our failure to
attract and retain key athletes, or a serious or untimely injury to, or the
death of, or unexpected or premature loss or retirement for any reason of any of
our key athletes, could lead to a decline in the appeal and the popularity of
our brand of entertainment, which could adversely affect our operating results.
A decline in general economic conditions could adversely affect our business.
Our operations are affected by general economic conditions, which
generally may affect consumers' disposable income, the level of advertising
spending and the size and number of retail outlets. The demand for entertainment
and leisure activities tends to be highly sensitive to the level of consumers'
disposable income. A decline in general economic condition could reduce the
level of discretionary income that our fans and potential of our revenues. A
decline in general economic conditions could also reduce levels of advertising
spending, which could impair our ability to sell advertising for its various
media platforms at acceptable rates or at all.
Furthermore, a decline in the size or number of retail outlets for our
branded merchandise and consolidation in the retail industry as a result of
declining general economic conditions could harm our distribution and sales of
merchandise. Any of the foregoing could adversely affect our operating results.
A decline in the popularity of our brand of sports entertainment, including as a
result of changes in the social and political climate, could adversely affect
our business.
Our operations are affected by consumer tastes and entertainment trends,
which are unpredictable and subject to change and may be affected by changes in
the social and political climate. Our programming is created to evoke a response
from our fans. A change in our fans' tastes or a material change in the
perceptions of our business partners, including our sponsors, distributors and
licensees, whether as a result of the social and political climate or otherwise,
could adversely affect our operating results.
Changes in the regulatory atmosphere and related private-sector initiatives
could adversely affect our business.
While the production and distribution of television programming by
independent producers is not directly regulated by the federal or state
governments in the United States, the marketplace for television programming in
the United States is affected significantly by government regulations applicable
to, as well as social and political influences on, television stations,
television networks and cable and satellite television systems and channels. A
number of governmental and private-sector initiatives relating to the content of
media programming have been announced in response to certain events unrelated to
us. Changes in governmental policy and private-sector perceptions could further
restrict program content and adversely affect our levels of viewership and
operating results.
7
The markets in which we operate are highly competitive, rapidly changing and
increasingly fragmented, and we may not be able to compete effectively,
especially against competitors with greater financial resources or marketplace
presence.
We compete for advertising dollars with other media companies. We face
competition from professional and college sports, as well as from other forms of
live and televised entertainment and other leisure activities in a rapidly
changing and increasingly fragmented marketplace. For the sale of branded
merchandise, we compete with entertainment companies, professional and college
sports leagues and other makers of branded apparel and merchandise. Many of the
companies with whom we compete with have greater financial resources than us.
Our failure to compete effectively could result in a significant loss of
viewers, venues, distribution channels or athletes/other performers and fewer
entertainment and advertising dollars spent on its form of sports entertainment,
any of which could adversely affect our operating results.
We face uncertainties associated with international markets.
Our production of live events overseas subjects us to the risks involved
in foreign travel, local regulations, including regulations requiring us to
obtain visas for our athletes, and political instability inherent in varying
degrees in those markets. In addition, the distribution of our television,
branded merchandise and licensed products in international markets exposes us to
some degree of currency and piracy risk. These risks could adversely affect our
operating results and impair our ability to pursue our business strategy as it
relates to international markets.
We may be prohibited from promoting and conducting our live events if we do not
comply with applicable regulations.
In various states in the United States and some foreign jurisdictions,
athletic commissions and other applicable regulatory agencies require us to
obtain licenses for promoters, medical clearances and/or other permits or
licenses for athletes and other performers and/or permits for events in order
for us to promote and conduct our live events. In the event that we fail to
comply with the regulations of a particular jurisdiction, we may be prohibited
from promoting and conducting our live events in that jurisdiction. The
inability to present our live events over an extended period of time or in a
number of jurisdictions could lead to a decline in the various revenue streams
generated from live events, which could adversely affect our operating results.
Our insurance may not be adequate to cover liabilities resulting from accidents
or injuries that occur during our physically demanding events.
The events we organize expose our athletes and our employees who are
involved in the production of those events to the risk of travel and performance
related accidents, the consequences of which may not be fully covered by
insurance. The physical nature of our events expose our athletes to the risk of
serious injury or death. Any liability to us resulting from any death or serious
injury sustained by one of our athletes while performing, to the extent not
covered by insurance and the various waivers our athletes sign, could adversely
affect our operating results.
Because we depend on our senior management's experience and knowledge of the
industry, we would be adversely affected if senior management left.
We are dependent on the continued efforts of our senior management team.
We do not currently have an employment contracts with some of our senior
executives. If, for any reason, senior executives do not continue to be active
in management, our business, financial condition or results of operations could
be adversely affected. In addition, we do not maintain key personnel life
insurance on our senior executives and other key employees.
8
We may need to raise capital to fund our operations, and our failure to obtain
funding when needed may force us to delay, reduce or eliminate acquisitions and
business development plans.
If in the future, we are not capable of generating sufficient revenues
from operations and our capital resources are insufficient to meet future
requirements, we may have to raise funds to continue the development,
commercialization and marketing of our business.
We cannot be certain that funding will be available on acceptable terms,
or at all. To the extent that we raise additional funds by issuing equity
securities, our stockholders may experience significant dilution. Any debt
financing, if available, may involve restrictive covenants that impact our
ability to conduct our business. If we are unable to raise additional capital if
required or on acceptable terms, we may have to significantly delay, scale back
or discontinue our planned acquisitions or business development plans or obtain
funds by entering into agreements on unattractive terms.
Risks Related To This Offering
There Is No Assurance Of An Established Public Trading Market, Which Would
Adversely Affect The Ability Of Investors In Our Company To Sell Their
Securities In The Public Markets.
Although our common stock trades on the Over-the-Counter Bulleting Board
(the "OTCBB"), a regular trading market for the securities may not be sustained
in the future. The NASD has enacted recent changes that limit quotations on the
OTCBB to securities of issuers that are current in their reports filed with the
Securities and Exchange Commission. The effect on the OTCBB of these rule
changes and other proposed changes cannot be determined at this time. The OTCBB
is an inter-dealer, Over-The-Counter market that provides significantly less
liquidity than the NASD's automated quotation system (the "NASDAQ Stock
Market"). Quotes for stocks included on the OTCBB are not listed in the
financial sections of newspapers as are those for The NASDAQ Stock Market.
Therefore, prices for securities traded solely on the OTCBB may be difficult to
obtain and holders of common stock may be unable to resell their securities at
or near their original offering price or at any price. Market prices for our
common stock will be influenced by a number of factors, including:
o the issuance of new equity securities;
o changes in interest rates;
o competitive developments, including announcements by competitors of
new products or services or significant contracts, acquisitions,
strategic partnerships, joint ventures or capital commitments;
o variations in quarterly operating results;
o change in financial estimates by securities analysts;
o the depth and liquidity of the market for our common stock;
o investor perceptions of our company and the sports and entertainment
industry generally; and
o general economic and other national/internaional conditions.
The Limited Prior Public Market And Trading Market May Cause Volatility In The
Market Price Of Our Common Stock.
Our common stock is currently traded on a limited basis on the OTCBB under
the symbol "ISMN." The quotation of our common stock on the OTCBB does not
assure that a meaningful, consistent and liquid trading market currently exists,
and in recent years such market has experienced extreme price and volume
fluctuations that have particularly affected the market prices of many smaller
companies like us. Our common stock is thus subject to volatility. In the
absence of an active trading market:
o investors may have difficulty buying and selling or obtaining market
quotations;
o market visibility for our common stock may be limited; and
o a lack of visibility for our common stock may have a depressive
effect on the market for our common stock.
9
Our Common Stock Could Be Considered To Be A "Penny Stock."
Our common stock could be considered to be a "penny stock" if it meets one
or more of the definitions in Rules 15g-2 through 15g-6 promulgated under
Section 15(g) of the Securities Exchange Act of 1934, as amended. These include
but are not limited to the following: (i) the stock trades at a price less than
$5.00 per share; (ii) it is NOT traded on a "recognized" national exchange;
(iii) it is NOT quoted on The NASDAQ Stock Market, or even if so, has a price
less than $5.00 per share; or (iv) is issued by a company with net tangible
assets less than $2.0 million, if in business more than a continuous three
years, or with average revenues of less than $6.0 million for the past three
years. The principal result or effect of being designated a "penny stock" is
that securities broker-dealers cannot recommend the stock but must trade in it
on an unsolicited basis.
Broker-Dealer Requirements May Affect Trading And Liquidity.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule
15g-2 promulgated thereunder by the SEC require broker-dealers dealing in penny
stocks to provide potential investors with a document disclosing the risks of
penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor's
account.
Potential investors in our common stock are urged to obtain and read such
disclosure carefully before purchasing any shares that are deemed to be "penny
stock." Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve
the account of any investor for transactions in such stocks before selling any
penny stock to that investor. This procedure requires the broker-dealer to (i)
obtain from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult for holders of our common stock to resell their shares to third
parties or to otherwise dispose of them in the market or otherwise.
Shares Eligible For Future Sale May Adversely Affect The Market Price Of Our
Common Stock, As The Future Sale Of A Substantial Amount Of Our Restricted Stock
In The Public Marketplace Could Reduce The Price Of Our Common Stock.
From time to time, certain of our stockholders may be eligible to sell all
or some of their shares of common stock by means of ordinary brokerage
transactions in the open market pursuant to Rule 144, promulgated under the
Securities Act ("Rule 144"), subject to certain limitations. In general,
pursuant to Rule 144, a stockholder (or stockholders whose shares are
aggregated) who has satisfied a one-year holding period may, under certain
circumstances, sell within any three-month period a number of securities which
does not exceed the greater of 1% of the then outstanding shares of common stock
or the average weekly trading volume of the class during the four calendar weeks
prior to such sale. Rule 144 also permits, under certain circumstances, the sale
of securities, without any limitations, by a non-affiliate of our company that
has satisfied a two-year holding period. Any substantial sale of common stock
pursuant to Rule 144 or pursuant to any resale prospectus may have an adverse
effect on the market price of our securities.
10
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.
11
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 -------------------------
Name Number Percent(2) Shares Offered Number Percent(2)
- ----------------- --------- ------------- -------------- --------- -------------
Christian Fennell 1,328,000 4.54% 838,108(3) 489,892 1.67%
Jussi Laurimaa 9,703,992 33.14% 838,108(4) 8,865,884 30.28%
* 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.
(2) Based upon 29,279,742 shares of common stock issued and outstanding as of
October 19, 2006.
(3) Includes shares of our common stock to be issued under our 2006 Second
Incentive Stock Plan.
(4) Includes shares of our common stock to be issued under our 2006 Second
Incentive Stock Plan and of the shares beneficially owned by Jussi
Laurimaa, 8,023,297 shares are owned by InvestGroup Sports Management, a
company controlled, but not owned, by Mr. Laurimaa.
12
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 Over-The-Counter 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 American Stock Exchange, 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.
13
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.
EXPERTS
Our financial statements as of December 31, 2005 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years ended December 31, 2005 and 2004, appearing in this prospectus and
registration statement have been audited by Bouwhuis, Morrill & Company, LLC,
independent registered public accountants, as set forth on their report thereon
appearing elsewhere in this prospectus, and are included in reliance upon such
report given upon the authority of such firm as experts 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:
o Reference is made to the Registrant's annual report on Form 10-KSB
for the year ended December 31, 2005, as filed with the SEC on April
17, 2006, which is hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the quarter ended March 31, 2006, as filed with the SEC
on May 15, 2006, which is hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the quarter ended June 30, 2006, as filed with the SEC on
August 14, 2006, which is hereby incorporated by reference.
o Reference is made to the Registrant's current report on Form 8-K, as
filed with the SEC on October 5, 2006, which is hereby incorporated
by reference.
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 Jussi Laurimaa.
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 the Delaware General Corporation Law. 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.
14
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities Act of 1933 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.
15
IFSA STRONGMAN, INC.
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1,676,216 SHARES OF COMMON STOCK
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PROSPECTUS
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October 25, 2006
16
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 Reference is made to the Registrant's annual report on Form 10-KSB
for the year ended December 31, 2005, as filed with the SEC on April
17, 2006, which is hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the quarter ended March 31, 2006, as filed with the SEC
on May 15, 2006, which is hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form
10-QSB for the quarter ended June 30, 2006, as filed with the SEC on
August 14, 2006, which is hereby incorporated by reference.
o Reference is made to the Registrant's current report on Form 8-K, as
filed with the SEC on October 5, 2006, which is hereby incorporated
by reference
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Our bylaws provide for the indemnification of our directors to the fullest
extent permitted by the Delaware General Corporation Law. 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.
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.
Not Applicable.
17
Item 8. Exhibits.
Exhibit Description
- ------- ----------------------------------------------------------------------
4.1 2006 Second Incentive Stock Plan
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
23.1 Consent of Sichenzia Ross Friedman Ference LLP is included in Exhibit
5.1
23.2 Consent of Bouwhuis, Morrill & Company, LLC, Certified Public
Accountants
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:
18
(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.
19
Signatures
In accordance with 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 of an amendment to a filing on Form S-8 and authorized this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York on October 23, 2006.
IFSA STRONGMAN, INC.
By: /s/ Jussi Laurimaa
---------------------------------------
Jussi Laurimaa, Chief Executive Officer
(Principal Executive Officer)
By: /s/ Jaime Alvarez
---------------------------------------
Jaime Alvarez, Chief Financial Officer
(Principal Financial and
Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities stated.
SIGNATURE TITLE DATE
- ------------------------------------- -------------------------------------------- ----------------
/s/ Stephen Townley
- -------------------------------------
Stephen Townley Chairman of the Board October 24, 2006
/s/ Jussi Laurimaa Chief Executive Officer (Principal Executive October 24, 2006
- -------------------------------------
Jussi Laurimaa Officer) and Director
/s/ Christian Fennell Chief Operating Officer, President and October 24, 2006
- -------------------------------------
Christian Fennell Director
/s/ Jaime Alvarez Chief Financial Officer (Principal Financial October 24, 2006
- -------------------------------------
Jaime Alvarez and Accounting Officer) and Director
20