SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KOALA INTERNATIONAL WIRELESS INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 76-0616468
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
34 Couples Gallery
Ballantrae, Ontario, Canada L4A 1M6
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(Address of Principal Executive Offices) (Zip Code)
CONSULTING AGREEMENTS
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(Full Title of the Plan)
(name, address and telephone number
of agent for service) (with copies to)
Bradley Wilson
President James Vandeberg, Esq.
Koala International Wireless Inc. James L. Vandeberg.
34 Couples Gallery 1000 Second Avenue, Suite 1710
Ballantrae, Ontario, Canada L4A 1M6 Seattle, Washington 98104
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(561)767-7761 (206) 973-1895
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (2) share price registration fee
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Common Stock
par value $0.001 8,000,000 $.12(1) $960,000 (1) $218.88
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(1) Estimated pursuant to Rules 457(h) and 457(c), solely for the purpose of
computing the amount of the registration fee, based on the average of the
bid and asked price of the Common Stock on November 4, 2003 as reported on
the OTC Bulletin Board.
(2) This registration statement also covers additional shares of common stock
which become issuable under the attached Consulting Agreements with respect
to the securities registered hereunder by reason of a reorganization,
recapitalization, stock split, stock dividend, combination of shares,
merger or consolidation, or the sale, conveyance or other transfer by Koala
International Wireless Inc. of all or substantially all of its property or
other similar transaction effected without receipt of consideration which
results in an increase in the number of outstanding shares of Koala
International Wireless Inc. stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Items 1 and 2 of Part I to be contained in
the Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended, and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by Koala International Wireless Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
a. The Registrant's registration statement on Form 10-SB filed with the
Commission on March 22, 2001;
b. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the effective date of its Form 10-SB; and
c. The description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 10-SB filed under the
Exchange Act on March 22, 2001, including any amendment or report
filed for the purpose of updating such description.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold
or which deregisters all securities then remaining unsold, are deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a portion of which
is incorporated or deemed to be incorporated by reference shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained in any subsequently filed document
modifies or supersedes such first statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interest of Named Experts and Counsel.
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None.
Item 6. Indemnification of Directors and Officers.
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As authorized by Section 78.751 of the Nevada General Corporation Law, the
Registrant may indemnify its officers and directors against expenses
incurred by such persons in connection with any threatened, pending or
completed action, suit or proceedings, whether civil, criminal,
administrative or investigative, involving such persons in their capacities
as officers and directors, so long as such persons acted in good faith and
in a manner which they reasonably believed to be in the Registrant's best
interests. If the legal proceeding, however, is by or in the Registrant's
right, the director or officer may not be indemnified in respect of any
claim, issue or matter as to which he is adjudged to be liable for
negligence or misconduct in the performance of his duty to the Registrant
unless a court determines otherwise.
Under Nevada law, corporations may also purchase and maintain insurance or
make other financial arrangements on behalf of any person who is or was a
director or officer (or is serving at the request of the corporation as a
director or officer of another corporation) for any liability asserted
against such person and any expenses incurred by him in his capacity as a
director or officer. These financial arrangements may include trust funds,
self-insurance programs, guarantees and insurance policies.
The Registrant's articles of incorporation, as amended, provide that its
directors or officers shall not be personally liable to the Registrant or
any of its stockholders for damages resulting from breaches of fiduciary
duty as a director or officer for acts or omissions, except for damages
resulting from acts or omissions which involve intentional misconduct,
fraud, a knowing violation of law, or the payment of dividends in violation
of the Nevada Revised Statutes.
The Registrant's bylaws provide for the indemnification of officers and
directors to the fullest extent possible under Nevada Law, against expenses
(including attorney's fees), judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an agent of the
Registrant. The Registrant is also granted the power, to the maximum extent
and in the manner permitted by the Nevada Revised Statutes, to indemnify
each of its employees and agents (other than directors and officers)
against expenses (including attorneys' fees), judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was the
Registrant's agent.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following exhibits included herewith or incorporated herein by
reference are made part of this Registration Statement:
5.1 Opinion of James L. Vandeberg;
10.1 Consulting Agreement of Patricia Cooke
10.2 Consulting Agreement of Jim Rice
23.3 Consent of James L. Vandeberg (see Exhibit 5.1);
24 Power of Attorney (included on signature page)
Item 9. Undertakings.
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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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in this
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.
The undersigned Registrant hereby undertakes 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 Section 15(d)
of the Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
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.
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 forgoing 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 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
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
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Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, on November 4, 2003.
KOALA INTERNATIONAL WIRELESS INC.
By: Bradley Wilson
Its: President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bradley Wilson, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 of Koala International Wireless Inc., and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, grant unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
Signature Title Date
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/s/ Brad Wilson
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Brad Wilson President and Director November 4, 2003
/s/ Derek Pepler
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Derek Pepler Director November 4, 2003
/s/ Lorne Catling
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Lorne Catling Director November 4, 2003
/s/ David Dean Tews
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David Dean Tews Director November 4, 2003
/s/ Richard L. Rumpf
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Richard L. Rumpf Director November 4, 2003
EXHIBIT INDEX
Exhibit Number Description
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5.1 Opinion of James L. Vandeberg;
10.1 Consulting Agreement of Patricia Cooke
10.2 Consulting Agreement of Jim Rice
23.3 Consent of James L. Vandeberg (see Exhibit 5.1);
24 Power of Attorney (included on signature page)