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House of Brussels Chocolates Inc · S-8 · On 6/2/4
SEC File 333-116113 · Accession Number 1062993-4-872
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6/03/04 House of Brussels Chocolates Inc S-8 6/03/04 4:10 1062993
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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan · Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Bytes
1: S-8 Registration Statement Under the Securities Act of HTML 24K
1933
2: EX-5.1 Opinion of Axelrod, Smith & Kirshbaum, P.C. HTML 6K
3: EX-10.1 2004 Stock Option Plan HTML 41K
4: EX-23.1 Consent of Sarna & Company, Independent Auditors HTML 5K
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S-8 · Registration Statement Under the Securities Act of 1933
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This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]
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Filed by Automated Filing Services Inc. (604) 609-0244 - House of Brussels Chocolates Inc. - Form S-8
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Commission File Number 0-29213
HOUSE OF BRUSSELS CHOCOLATES INC.
(Exact name of small Business Issuer as specified in its charter)
NEVADA 52-2202416
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One Riverway, Suite 1700
Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
(713) 599-0800
Issuer’s telephone number, including area code
Suite 208, 750 Terminal Avenue
Vancouver, BC, Canada
Previous Address
2004 STOCK OPTION PLAN
(Full title of the plan)
CALCULATION OF REGISTRATION FEE
Title
Securities to
Be Registered (1) Amount
to be
Registered (2) Proposed
Maximum
Offering Price
Per Share (1) Proposed
Maximum
Aggregate
Offering
Price (1) Amount of
Registration
Fee (3)
Common Stock
$.001 par value 1,250,000(1) $1.97 $2,462,500 $312.00(3)
(1) This registration statement covers the common stock issuable pursuant to the 2004 Stock Option Plan (the “Plan”).
(2) This registration statement shall also cover an indeterminable number of additional shares of common stock which may become issuable under the Plan by reason of any stock dividend, stock split, re-capitalization or any other similar transaction effected without the consideration which results in an increase in the number of registrant’s outstanding shares of common stock.
(3) This calculation is made solely for the purposes of determining the registration fee pursuant to the provisions of Rule 457 under the Securities Act of 1933, as amended and is calculated on the average of the bid and asked price of the common stock as of May 28, 2004. The Proposed Maximum Aggregate Offering Price is based on the Proposed Maximum Offering Price Per Share times the total number of shares of Common Stock to be registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and Exchange Commission (the "Commission") are hereby incorporated herein by reference:
1. The Company Annual Report filed on Form 10-KSB for the fiscal year ended April 30, 2003;
2. The Company’s Quarterly Reports filed on Form 10-QSB for the quarters ended July 31, 2003, October 31, 2003, and January 31, 2004;
3. The Company’s Current Reports filed on Form 8-K filed on November 25, 2003, February 6, 2004, February 12, 2004, March 18, 2004 and May 18, 2004;
4. All other reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, since the end of the fiscal year ended April 30, 2003; and
5. The description of the Company’s Common Stock which is contained in the Company’s Form 10-SB Registration Statement, filed with the Securities and Exchange Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) originally on January 28, 2000 and as amended on April 14, 2000.
All reports and other documents subsequently filed by the Company 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 securities covered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12 of the Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Axelrod, Smith & Kirshbaum, who has prepared this Registration Statement and the opinion regarding the authorization, issuance and fully-paid and non-assessable status of the securities
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covered by this Registration Statement, has represented the Registrant in the past on certain legal matters. Mr. Axelrod's relationship with the Registrant has been as legal counsel, and there are no arrangements or understandings which would in any way cause him to be deemed an affiliate of the Registrant or a person associated with an affiliate of the Registrant. Mr. Axelrod presently owns 155,675 shares of common stock of House of Brussels Chocolates Inc.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The officers and directors of the Company are indemnified as provided by the Nevada Revised Statutes (the "NRS") and the Bylaws of the Company. Unless specifically limited by a corporation's articles of incorporation, the NRS automatically provides directors with immunity from monetary liabilities. The Company's Articles of Incorporation do not contain any such limiting language. Excepted from that immunity are:
a. willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;
b. a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;
c. a transaction from which the director derived an improper personal profit; and
d. willful misconduct.
The Articles of Incorporation provide that the Company will indemnify its officers, directors, legal representative, and persons serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise to the fullest extent legally permissible under the laws of the State of Nevada against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by that person as a result of that connection to the Company. This right of indemnification under the Articles is a contract right which may be enforced in any manner by such person and extends for such persons benefit to all actions undertaken on behalf of the Company.
The By-laws of the Company provide that the Company will indemnify its directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the Company shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under Nevada law or (iv) such indemnification is required to be made pursuant to the By-laws.
The By-laws of the Company provide that the Company will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
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he is or was a director or officer, of the Company, or is or was serving at the request of the Company as a director or executive officer of another Company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under the By-laws of the Company or otherwise.
The By-laws of the Company provide that no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Number Description
Exhibit 5.1 Opinion of Axelrod, Smith & Kirshbaum, P.C. (with consent)
Exhibit 10.1 2004 Stock Option Plan
Exhibit 23.1 Consent of Sarna & Company, Independent Auditors.
ITEM 9. UNDERTAKINGS.
(1) The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration:
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(1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(2) 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; and
(3) 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 that paragraphs (a) (1) and (2) 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 herein.
(b) 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.
(c) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(2) The 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 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 the time shall be deemed to be the initial bona fide offering thereof.
(3) 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 foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by the 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 the counsel the matter has been settled by controlling precedent, submit to the appropriate jurisdiction the question of 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 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, on the 28th day of May 2004.
HOUSE OF BRUSSELS CHOCOLATES INC.
By /s/ Grant Petersen
Grant Petersen
President, Chief Executive Officer
And Director
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 date indicated.
Signature Title Date
By /s/ John Veltheer Chief Operating Officer May 28, 2004
John Veltheer and Director
By /s/ Grant Petersen President, Chief Executive Officer May 28, 2004
Grant Petersen and Director
By /s/ Robert Wesolek Chief Financial Officer and May 29, 2004
Robert Wesolek Director
By /s/ William Donovan Chairman of the Board/Director May 28, 2004
William Donovan
By /s/ Richard J. Siemens Director June 1, 2004
Richard J. Siemens
By /s/ Harold Kahn Director May 28, 2004
Harold Kahn
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Dates Referenced Herein and Documents Incorporated By Reference
This S-8 Filing Date Other Filings
1/28/0 10SB12G
4/14/0 10SB12G/A, 10KSB
4/30/3 10KSB
7/31/3 3, 10QSB
10/31/3 10QSB
11/25/3 8-K
1/31/4 10QSB
2/6/4 8-K
2/12/4 8-K, 3
3/18/4 8-K, 3
5/18/4 8-K
5/28/4 4
5/29/4
6/1/4 4
Filed On 6/2/4
Filed As Of / Effective As Of 6/3/4
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