As filed with the Securities and Exchange Commission on April ____ , 2002
Reg. No. 33
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
VICTOR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Idaho 91-0784114
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4810 North Wornath Road, Missoula, Montana 59804
(406) 251-8501
(Address of principal executive offices)
________________________________________________
ADVISORY AND CONSULTING AGREEMENTS
(Full title of plan)
Barry Clark
________________________________
Penny Sperry
CEO & Treasurer
4810 North Wornath Road
Missoula, Montana 59804
(Name and address of agent for service)
(406) 251-8501
(Telephone number, including area code of agent for service)
Copy to:
The Baum Law Firm
Mark L. Baum, Esq.
City National Bank Building
4275 Executive Square
Second Floor, Suite 210
La Jolla, California 92037
(858) 638-7878
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities. Amount to be offering price Aggregate offering Amount of
to be registered . . Registered (1) per share (2) Price Registration fee
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Common Stock
(.05 par value). . . 5,700,000 $0.05 $285,000 $71.25
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(1) Represents 200,000 shares of Common Stock to be issued to an attorney
with The Baum Law Firm as compensation for services rendered by The Baum Law
Firm pursuant to a fee agreement, and 5,500,000 shares underlying options being
granted to a consultant.
(2) Estimated solely for the purpose of determining the amount of
registration fee and pursuant to Rules 457(c) and 457(h) of the General Rules
and Regulations under the Securities Act of 1993.
PART I
The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not being filed with
the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Victor Industries, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") (SEC File Number
005-78148) are incorporated by reference herein, except to the extent that any
statement or information therein is modified, superceded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference:
(a) the Company's annual report on Form 10K-SB for the fiscal year ended
December 31, 2001 filed on April 4, 2001;
(b) the Registrant's Form 10SB-12G filed on April 6, 2000 and all other
reports filed by the Company pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since June 30,
2001 through the date hereof;
(c) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
Common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Mark L. Baum, Esq., does consulting work for Victor Industries Inc. from
time to time and is being issued 200,000 shares of the Company's common stock as
consideration for filing this Registration Statement.
Item 6. Indemnification of Directors and Officers
The Company's indemnification policy covering officers and directors, as
contained in the by-laws, provides that the Company may indemnify at its
officers or directors for costs reasonably incurred in connection with civil,
criminal, administrative and investigative proceedings. The Company may purchase
indemnification insurance for officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
Experts
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended December 31, 2001 have
been audited by David I. Tow CPA, certified public accounts, as set forth in
their report thereon included therein and incorporated herein by reference.
Reference is made to said report, which includes explanatory paragraphs that
describe the Company's ability to continue as a going concern, discussed in the
notes to the Company's Consolidated Financial Statements. Such financial
statements are incorporated herein in reliance upon the reports of David I. Tow
CPA, pertaining to such financial statements (to the extent filed with the
Commission) given upon the authority of such firm as experts in giving such
reports.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits on page 7.
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 this 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 this
Registration Statement:
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act 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 amendments 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 mean of a post-effective amendment
any of the securities being registered hereunder that remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities and 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 and 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the above-described provisions or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a 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 San Diego, State of California on April 2, 2002.
VICTOR INDUSTRIES, INC.
By /s/ Penny Sperry
Penny Sperry, CEO & Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark L. Baum, each of them acting individually as
his attorney-in-fact, each with full power of substitution and re-substitution,
for him in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith as fully to al intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact, or their
substitute or 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Penny Sperry CEO & Treasurer April 2, 2002
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Penny Sperry
INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
- --- ----------- ---------------
4.1 Advisory and Consulting Agreement
5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder
23.1 Consent of David I. Tow CPA
23.2 Consent of Counsel (included as part of Exhibit 5.1)
24 Power of Attorney (Contained within Signature Page)