As filed with the Securities and Exchange Commission on August____, 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)
Josh Gager
________________________________
Carson Coleman
Chief Executive Officer and President
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) 731-0044
CALCULATION OF REGISTRATION FEE
-------------------------------
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered Registered (1) per share Price (2) Registration fee
- -------------------- ----------------- ----------------- -------------------- -----------------
Common Stock
(.05 par value). . . 9,975,000 $ .02 $ 195,000 $ 48.75
- -------------------- ----------------- ----------------- -------------------- -----------------
12
(1) Represents 1,750,000 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 8,000,000 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.
PROSPECTUS
Victor Industries, Inc.
4810 North Wornath Road
Missoula, Montana 59804
(406) 251-8501
(9,750,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by VICTOR INDUSTRIES, INC.
(VICI), an Idaho corporation ("the Company") of shares of its $0.05 par value
common stock (the "Common Stock) to certain consultants of the Company (the
"Consultants") pursuant to agreements entered into between the Company and the
Consultants. The Company is registering hereunder and then issuing to the
Consultants 9,750,000 shares of the Common Stock in consideration for services
rendered and to be rendered under the agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. None of the shares
registered hereunder are being sold to anyone who is an affiliate of the
Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
"Exchange Act") which would limit their discretion in transferring the shares
acquired in the Company. If the Consultant who is not now an affiliate becomes
an affiliate of the Company in the future; he would then be subject to Section
I(b) of the Exchange Act (See General Information - Restrictions on Resale).
The Common Stock is Listed on the OTC bulletin board under the symbol VICI.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOT HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus is not part of any Registration Statement which was filed and
been effective under the Securities Act of 1933 as amended (the "Securities
Act") and does not contain all of the information set forth in the Registration
Statement, certain portions of which have seen offered pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"SEC" or "Commission") under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by references in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: VICTOR INDUSTRIES,
INC. 4810 North Wornath Road, Missoula, Montana 59804, Telephone (406) 251-8501.
The Company is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be reviewed and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street N.C. Washington D.C. 20549. Copies may be obtained at the
prescribed rates. In addition the Common Stock is quoted on the automated
quotation system maintained by the National Association of Securities Dealers,
Inc. (NASD). Thus copies of these reports, proxy statements, information
statements and other information may also be examined at the offices of the NASD
at 1735 K Street N.C. Washington D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in the Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to anyone to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall under
any circumstances create any implication that there has not been a change in the
affairs of the Company since the date hereof.
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 6
ITEM 1. PLAN INFORMATION 6
GENERAL INFORMATION 6
The Company 6
Purpose
Common Stock 6
The Consultant 6
No Restrictions on Transfer 6
Tax Treatment to the Consultant 6
Tax Treatment to the Company 7
Restrictions on Resales 7
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL
INFORMATION 7
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION
Legal Opinion and Experts 7
Indemnification of Officers and Directors 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 9
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 9
ITEM 4. DESCRIPTION OF SECURITIES 9
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 9
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 9
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 10
ITEM 8. EXHIBITS 10
ITEM 9. UNDERTAKINGS 10
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal offices at 4810 North Wornath Road, Missoula,
Montana 59804, Telephone (406) 251-8501.
Purposes
The Common Stock will be issued by the Company pursuant to an agreement entered
into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method whereby the Company may be stimulated by the personal
involvement of the Consultant in the Company's business planning and
development, thereby advancing the interests of the Company, and all of its
shareholders. A copy of the agreement has been filed as an exhibit to this
Registration Statement.
Common Stock
The Board has authorized the issuance of up to 9,750,000 shares of the Common
stock to the Consultant upon effectiveness of the registration Statement.
Consultants
The Consultants has agreed to provide its expertise and advice to the Company on
a non-exclusive basis for the purpose of assisting the Company in its
identifying acquisition targets and structuring mergers and other acquisitions,
business development, business strategy and corporate image, and general
representation of certain legal affairs.
No Restrictions on Transfer
The Consultant will become the record and beneficial owners of the shares of
Common Stock upon issuance and delivery and are entitled to all of the rights of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultant, therefore, will be deemed for federal income tax purposes
to recognize ordinary income during the taxable year in which the first of the
following events occurs: (a) the shares become freely transferable, or (b) the
shares cease to be subject to a substantial risk of forfeiture. Accordingly, the
Consultant will receive compensation taxable at ordinary rates equal to the fair
market value of the shares on the date of receipt since there will be no
substantial risk of forfeiture or other restrictions on transfer. If, however,
the Consultant receives shares of common stock pursuant to the exercises of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise, the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal tax purposes. The Consultant is urged to consult his tax advisor on
this matter. Further, if any recipient is an "affiliate", Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the company for
federal income tax purposes of the taxable year of the Company during which the
recipient recognizes income.
Restrictions of Resales
In the event that an affiliate of the Company acquires shares of Common Stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder has sold or
sells any shares of Common Stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit", as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to the Company. Services rendered have been recognized as valid consideration
for the "purchase" of shares in connection with the "profit" computation under
Section 16(b) of the exchange Act. The Company has agreed that for the purpose
of any "profit" computation under 16(b) the price paid for the common stock
issued to affiliates is equal to the value of services rendered. Shares of
common Stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended December 31, 2001, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the Securities or
Exchange Act subsequent to any filed form 10-K (or 10-KSB), as well as all other
reports filed under Section 13 of the Exchange Act, and (iii) its annual report,
if any to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15 (d) of the Exchange Act prior to the termination of this offering are
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing. All documents which when together,
constitute this Prospectus, will be sent or given to participants by the
Registrant as specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: 4810 North Wornath Road, Missoula, Montana 59804, Telephone (406)
251-8501.
Legal Opinions and Experts
Mark L. Baum has rendered an opinion on the validity of the securities being
registered. Mr. Baum's law firm currently represents the Registrant.
The filing of this Registration Statement is being made, in part, to compensate
Mr. Baum's law firm for services rendered and to be rendered to the Registrant.
The Baum Law Firm has been hired to act as general SEC counsel to the Registrant
and shall remain in this employ for one year from July 9, 2002.
The financial statements of Victor Industries, Inc. by reference in the
Company's Annual Report (Form 10-KSB) for the period ended December 31, 2001,
have been audited by David I. Tow CPA, independent auditors, as set forth in
their report incorporated herein by reference and are incorporated herein by
reference an are incorporated herein in reliance upon such report given upon the
authority of the firm as experts in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act may
be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
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
The Baum Law Firm does consulting work for Victor Industries Inc. from time
to time.
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 12.
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 August 1, 2002.
VICTOR INDUSTRIES, INC.
By/s/Carson Coleman
Carson Coleman, CEO and President
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
- --------- ----- ----
/s/ Carson Coleman CEO and President August 1, 2002
- --------------------
Carson Coleman
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)
Exhibit 4.1 Advisory and Consulting Agreements
Number of Shares and Options
----------------------------
4.1 Josh Gager 8,000,000
*Michael L. Corrigan 1,750,000
----------
9,750,000
* Mr. Corrigan is a licensed attorney and is an independent
contractor of The Baum Law Firm.