SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFORETECH WIRELESS TECHNOLOGY INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-0350120
(State or other jurisdiction (I.R.S. Employee I.D. Number)
of incorporation or organization)
Suite 214, 550 - 152nd Street, Surrey, British Columbia V35-8E7
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(Address of Principal Executive Office, including Zip Code)
2000 STOCK OPTION PLAN AND 2001 STOCK COMPENSATION PLAN
(Full title of the agreement)
(604) 576-7442
(Telephone number, including area code, of agent for service)
Copies to:
David L. Ficksman, Esq.
Loeb & Loeb LLP
10100 Santa Monica Blvd., Suite 2200
Los Angeles, California 90067
(310) 282-2350
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities to Amount to be offering price aggregate offering registration
be registered registered(1) per unit(2) price fee
- -------------------------- ----------------- ------------------------- ----------------------- -------------------
Class A Common Equity 24,900,000 .061 $1,518,900 $139.73
Voting Stock
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(1) This Registration Statement shall also cover any additional shares of
Class A Common Equity Voting Stock which becomes issuable under the
Plan being registered pursuant to this Registration Statement by reason
of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding
shares of Class A Common Equity Voting Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based on the average of the high and
low prices on August 29, 2002.
INTRODUCTORY STATEMENT
This Registration Statement is being filed with respect to
securities of the same class and issuable under the same employee benefit plans
as the securities of the same class and issuable under the same employee benefit
plans as the securities for which the Registrant filed a Registration Statement
on Form S-8 with the Securities and Exchange Commission on November 14, 2001,
File No.333-73298, the contents of which are incorporated by reference herein.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The information required by Part I, Item 1 is included in the
Inforetech Wireless Technology, Inc. 2000 Stock Option Plan and the 2001 Stock
Compensation Plan as amended by the First Amendment to the 2001 Stock
Compensation Plan, copies of which have been or will be sent to current and
future participants as required by Rule 428 (b) (1) of the Securities Act of
1933, as amended (the "Securities Act").
Item 2. Registration Information and Employee Plan Annual Information
Copies of the documents referenced in Item 1 and those
incorporated by reference in Item 3 of Part II are available without charge to
plan participants by contacting the Chief Executive Officer, Inforetech Wireless
Technology, Inc., Inforetech Wireless Technology, Inc. 5500-152nd Street, Suite
214, Surrey, BC Canada V35 8E7 telephone: (604) 576-7442.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by us with the
Securities and Exchange Commission pursuant to the Exchange Act are incorporated
herein by reference:
(a) Annual Report, Form 10K-SB as filed with the Commission on May 22,
2002;
(b) Current Report, Form 8-K and Form 8-K/A reporting changes in our
certified public accountants as filed with the Commission on August 20,
2002, July 31, 2002 and June 25, 2002;
(c) Quarterly Reports, Form 10-QSB for the quarterly periods ended March
31, 2002 and June 30, 2002 as filed with the Commission May 5, 2002 and
August 8, 2002 respectively;
(d) The description of our Class A Common Stock contained in our
registration statement filed with the Commission under Section 12 of the
Exchange Act, as amended, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by us pursuant to Sections 13 (a), 13 (c), 14
or 15 (d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereunder have been sold or deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such documents.
The information contained in Items 4, 5, 6, and of Part II of the
Registration Statement on Form S-8 filed November 14, 2001, File No. 333-73298
is incorporated by reference herein.
Item 8. Exhibits.
Exhibit No.
4.1 2000 Stock Option Plan (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-8 File No. 333-73298
filed on November 11, 2001).
4.2 2001 Stock Compensation Plan (incorporated by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-8 File No. 333-73298
filed on November 11, 2001).
4.3 Amendment No. 1 to 2001 Stock Compensation Plan
5.1 Opinion of Loeb & Loeb LLP (including consent)
23.1 Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
23.2 Consent of Sherb & Co., LLP
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Surrey, British Columbia on August 30, 2002.
INFORETECH WIRELESS TECHNOLOGY, INC.
By: /s/ Robert C. Silzer, Sr.
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Robert C. Silzer, Sr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement 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/ Robert C. Silzer, Sr. Chief Executive Officer, Chief August 30, 2002
- ------------------------- Financial Officer and sole
Robert C. Silzer, Sr. Director
EXHIBIT INDEX
Exhibit No. Description
4.1 2000 Stock Option Plan (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-8 File No. 333-73298
filed on November 11, 2001).
4.2 2001 Stock Compensation Plan (incorporated by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-8 File No. 333-73298
filed on November 11, 2001).
4.3 Amendment No. 1 to 2001 Stock Compensation Plan
5.1 Opinion of Loeb & Loeb LLP (including consent)
23.1 Consent of Loeb & Loeb LLP (included in Exhibit 5.1)
23.2 Consent of Sherb & Co., LLP