As filed with the Securities and Exchange Commission on January 21, 2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SECURAC CORP.
(Exact name of registrant as specified in its charter)
Nevada 88-0210214
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2500, 520-5th Ave. SW
Calgary, Alberta Canada T2P 3R7
(Address of principal executive offices) (Zip code)
SECURAC CORP.
2004 INCENTIVE STOCK PLAN
(full title of the plan)
Mr. Paul J. Hookham, CFO
2500, 520-5th Avenue, SW
Calgary, Alberta Canada T2P 3R7
(Name and address of agent for service)
(403) 225-0403
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
-------------------------- ----------------------------- -------------------------- ---------------------------- -------------------
Title of securities to Amount to be registered Proposed maximum Proposed maximum aggregate Amount of
be registered offering price per unit offering price registration fee
-------------------------- ----------------------------- -------------------------- ---------------------------- -------------------
Common Stock ($.01 par
value per share) 6,343,288 shares (1)(2) $1.425(3) $9,039,185 $1,063.91
-------------------------- ----------------------------- -------------------------- ---------------------------- -------------------
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares as may become issuable pursuant
to terms designed to prevent dilution resulting from stock splits, stock
dividends or similar events.
(2) Represents shares of Common Stock reserved for issuance pursuant to awards
under the registrant's 2004 Incentive Stock Plan (the "Plan"), calculated
at 15% of the total number of shares of common stock outstanding as of the
date hereof.
(3) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) and (h) based on the average of the closing
bid and ask prices as of January 18, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I of Form
S-8. Documents containing the information specified in Part I will be delivered
to participants in the plan covered by this Registration Statement as required
by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended. Such
documents are not being filed with the Securities and Exchange Commission as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of such Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents or portions thereof, as filed with the
Securities and Exchange Commission by the registrant, Securac Corp., a Nevada
corporation (the "Registrant"), pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
registration statement:
(1) the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2003;
(2) the Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, June 30 and September 30, 2004; and
(3) the Registrant's Current Reports on Form 8-K filed on February
24, September 1, September 16 and October 25, 2004 and January
19, 2005 and Form 8-K/A filed on May 25, 2004 and January 19,
2005.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the effective date of this
registration statement and 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 in the registration statement and to be a part thereof from the date
of filing such documents. Any statement contained herein or in a document or
report incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Each holder of record of Common Stock of the Registrant shall be
entitled to one vote for each share of Common Stock standing in his name on all
matters submitted to a vote of stockholders. Holders of Common Stock, as such,
have no preemptive rights and no special rights with respect to dividends. The
par value of the Common Stock is $.01 per share.
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada Revised Statutes, as amended,
authorizes corporations to indemnify any director or officer under certain
prescribed circumstances and subject to certain limitations against costs and
expenses, including attorneys' fees actually and reasonably incurred in
connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which such person is a party by reason of
being a director or officer of the corporation if it is determined that such
person acted in accordance with the applicable standard of conduct set forth in
such statutory provisions.
Article Eight of the Company's Amended and Restated Articles of
Incorporation, eliminates the personal liability of directors and officers to
the Company and its stockholders for breach of fiduciary duty, except under
certain circumstances.
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The Company may, from time to time, enter into indemnification
agreements with its directors and officers pursuant to which the Company may
agree to indemnify its directors and officers to the fullest extent provided by
law, except under certain circumstances. The Company may also purchase and
maintain insurance for the benefit of any director or officer which may cover
claims for which the Company could not indemnify such person.
Item 7. Exemption From Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
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4.1 2004 Incentive Stock Plan of the Registrant. (Incorporated by
reference to the Registrant's Information Statement on
Schedule 14C filed on September 28, 2004)
4.2 Article Fourth and Article Ninth of the Registrant's Amended
and Restated Articles of Incorporation.
4.3 Article Three of the By-Laws of the Registrant. (Incorporated
by reference to Exhibit 3.2 to the Registrant's Annual Report
on Form 10-KSB filed on January 4, 2002)
5.1 Opinion of Eilenberg & Krause LLP.
23.1 Consent of Eilenberg & Krause LLP. (Included in Exhibit 5.1).
23.2 Consent of Chisholm, Bierwolf & Nilson LLC.
24.1 Powers of Attorney. (Included on the signature page of this
registration statement)
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;
(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 Securities and
Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
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(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; and
(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.
(b) 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 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.
(c) 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 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.
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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
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 Edmonton, Province of Alberta, Canada, on January 19,
2005.
SECURAC CORP.
By: /s/ Terry W. Allen
----------------------
Terry W. Allen, CEO
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terry W. Allen, Paul J. Hookham and Keith
Moskowitz, acting singly, his true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for him and his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to make any and all state securities law or blue sky filings,
granting 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 premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, each acting alone, or his 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Terry W. Allen CEO and Chairman of the Board January 19, 2005
------------------
Terry W. Allen (principal executive officer)
/s/ Paul J. Hookham CFO, Treasurer, Secretary January 17, 2005
-------------------
Paul J. Hookham and Director (principal financial and
accounting officer)
/s/ Bryce R. Mitchell Director January 17, 2005
---------------------
Bryce R. Mitchell
/s/ Kenneth Denich Director January 17, 2005
------------------
Kenneth Denich
EXHIBIT INDEX
Exhibit No. Document
----------- --------
4.2 Article Fourth and Article Ninth of the Registrant's Amended
and Restated Articles of Incorporation.
5.1 Opinion of Eilenberg & Krause LLP.
23.1 Consent of Eilenberg & Krause LLP. (Included in Exhibit 5.1)
23.2 Consent of Chisholm, Bierwolf & Nilson LLC.
24.1 Powers of Attorney. (Included on the signature page of this
registration statement)