As filed with the Securities and Exchange Commission on January 15, 2004
Reg. No.
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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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Victor Industries, Inc.
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(Exact name of registrant as specified in its charter)
Idaho 91-0784114
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
4810 North Wornath Road
Missoula, Montana 59804
(406) 531-0188
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(Address of principal executive offices)
CONSULTING AND LEGAL SERVICES PLAN
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(Full title of plan)
Josh Gager
Chief Executive officer and President
4810 North Wornath Road
Missoula, Montana 59804
(406) 531-0188
(Address and telephone number, including area code of agent for service)
Copy to:
Naccarato & Associates
Owen Naccarato, Esq.
19600 Fairchild, Suite 260
Irvine, CA 92612
(949) 851-9262
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 per share Price (1) Registration fee
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Common Stock 22,000,000 $0.004 $88,000 $7.12
($.0001 par value)
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(1) 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, based upon the average of the bid
and asked prices per share of the registrant's common stock reported by the OTC
Nasdaq Stock Market on January 9, 2004.
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The Company is offering shares of its common stock to various individuals for
consulting and legal services performed on the Company's behalf. This issuance
of shares is being made pursuant to a Consulting and Legal Services Plan adopted
by the Board of Directors on January 5, 2004. The Board has equated this number
of shares to the value of the legal or consulting services provided or to be
provided by these individuals. The shares issued hereunder to eligible
participants who are not affiliates of the Company as defined in Rule 405 of the
Securities Act will not be subject to any resale restrictions. The Plan is not
qualified under ERISA.
The consulting services for which these shares are being issued are not in
connection with any offer of sale of securities in a capital-raising transaction
and does not directly or indirectly promote or maintain a market for the
securities of the Company.
The documents containing the information specified in Item 1 will be sent or
given to participants in the Registrant's 2004 Incentive Stock Plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.*
The participants shall provided a written statement notifying them that upon
written or oral request they will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is to be
directed.
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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") are incorporated by
reference herein:
(a) the Company's annual report on Form 10-KSB for the years
ended December 31, 2002 and December 31, 2001;
(b) 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 December 31, 2002 through the date hereof;
(c) 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;
(d) 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
1. The financial statements of Victor Industries, Inc. incorporated by
reference in the Company's Annual Report (Form 10-KSB) for the year ended
December 31, 2002, have been audited by Wong Johnson & Associates, independent
auditors, as set forth in their report incorporated herein by reference and are
incorporated herein in reliance upon such report given upon the authority of the
firm as experts in auditing and accounting. The auditor named in this prospectus
as having prepared or certified any part of it was not employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest in
the Company or any of its parents or subsidiaries. Nor were they connected with
the Company or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or employee.
2. The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Naccarato & Associates. A portion of the shares being
registered herein are being issued to the Registrant's attorneys in such law
firm for services provided to the Registrant.
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Item 6. Indemnification of Directors and Officers
As permitted by the provisions of the Idaho General Business Corporation Law (
the "Idaho Code"), the Company has the power to indemnify an officer or director
who, in their capacity as such, is made a party to any suit or proceeding,
whether criminal, administrative or investigative, if such officer or director
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Company and, in the case of any criminal
proceeding, the person had no reasonable cause to believe their conduct was
unlawful. An officer or director shall be indemnified against expenses to the
extent they have been successful on the merits or otherwise in defense of any
action, suit or proceeding. Indemnification or advance expenses to an officer or
director is available only to the extent as permitted under Sections 30-1-850
through 30-1-859 of the Idaho Code. Further, the Idaho Code permits a
corporation to purchase and maintain liability insurance on behalf of its
officers and directors. Presently, the Company does not carry such insurance.
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 6.
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 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 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 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 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 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 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.
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(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 San Diego, State of California on January 15, 2004.
VICTOR INDUSTRIES, INC.
By: /s/Josh Gager
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Josh Gager, CEO and
President
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/Josh Gager Chief Executive Officer January 15, 2004
------------- and President
Josh Gager
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INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
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5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
10.44 CONSULTING AND LEGAL SERVICES PLAN
23.1 Consent of Wong Johnson & Associates.
23.2 Consent of Counsel (included as part of Exhibit 5.1)
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