-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WBKqV81JnYeUzVZzX3sJcIoPCqOvTH9x2IRpQhh10tx/ySf79DlQshvYl7+yOn6F ke2vTwdbwBdjlJDflSJLeQ== 0000898432-02-000323.txt : 20020503 0000898432-02-000323.hdr.sgml : 20020503 ACCESSION NUMBER: 0000898432-02-000323 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020503 EFFECTIVENESS DATE: 20020503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVP TECHNOLOGY CORP CENTRAL INDEX KEY: 0001011601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-87522 FILM NUMBER: 02633452 BUSINESS ADDRESS: STREET 1: 54 VILLAGE CENTRE STREET 2: MISSISSAUGA PLACE CITY: TORONTO ONTARIO M5E STATE: A6 ZIP: 0000 BUSINESS PHONE: 9053069343 MAIL ADDRESS: STREET 1: 54 VILLAGE CENTRE MISSISSAUGA PLACE STREET 2: ONTARIO CANADA S-8 1 i127804.txt Registration No. ___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 Registration Statement Under The Securities Act of 1933 ----------------------- IVP TECHNOLOGY CORPORATION (Exact Name of Registrant as Specified in Its Charter) NEVADA (State or Other Jurisdiction of Incorporation or Organization) 65-6998896 (I.R.S. Employer Identification No.) 2275 LAKESHORE BLVD. WEST, SUITE 401 TORONTO, ONTARIO M8V 3Y3 CANADA (Address of Principal Executive Offices) AGREEMENT FOR THE PROVISION OF MARKETING SERVICES BETWEEN THE REGISTRANT AND VANESSA LAND PROVIDING FOR THE ISSUANCE OF 5,000,000 SHARES OF COMMON STOCK (Full Title of the Plan) CLAYTON E. PARKER, ESQ. TROY RILLO, ESQ. KIRKPATRICK & LOCKHART LLP 201 SOUTH BISCAYNE BOULEVARD, SUITE 2000 MIAMI, FLORIDA 33131 (Name and Address of Agent For Service) (305) 539-3300 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE -------------------------------
================================================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTRATION TO BE REGISTERED TO BE REGISTERED PER SHARE (1) PRICE (1) FEE (1) - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value 5,000,000 shares $0.16 $800,000 $73.60 $0.001 per share - --------------------------------------------------------------------------------------------------------------------------------- (1) Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the proposed maximum offering price per share, proposed maximum aggregate offering price and amount of registration fee were computed based upon the average of the high and low prices of the shares of Common Stock on April 29, 2002.
PART I INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Act"). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Act. PART II INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. --------------------------------------- The following documents have been previously filed by IVP Technology Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") and are hereby incorporated by reference into this Registration Statement as of their respective dates: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 filed with the Commission on April 15, 2002; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 2001, the end of the Registrant's last fiscal year; (c) The description of the Company's Common Stock contained in Exhibit 4.4 of its Registration Statement on Form S-8 filed with the Commission on July 23, 2001 as amended, pursuant to the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document that is incorporated by reference into this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. ------------------------- Not Applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Not Applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- Our Articles of Incorporation include an indemnification provision under which we have agreed to indemnify directors and officers of the Company to fullest extent possible from and against any and all claims of any type arising from or related to future acts or omissions as a director or officer of the 2 Company. In addition, the liability of our officers and directors for breaches of their fiduciary duty as a director or officer other than: (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of the law; or (b) the payment of dividends in violation of Nevada Revised Statutes Section 78.300. 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, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ----------------------------------- Not applicable. ITEM 8. EXHIBITS. -------- Exhibit No. Description Location - ----------- ---------------------------------- ----------------- 5.1 Opinion of Kirkpatrick & Lockhart Provided herewith LLP re: legality 10.1 Agreement For the Provision of Marketing Provided herewith Services between the Registrant and Vanessa Land 23.1 Consent of Kirkpatrick & Lockhart LLP Incorporated by reference in Exhibit 5.1 to this Form S-8 23.2 Consent of Weinberg & Company, P.A. Provided herewith 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 the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required by those paragraphs to be included in a post-effective amendment is contained in periodic reports filed or furnished by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 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 which remain unsold at the termination of the offering. 3 (b) The Registrant hereby undertakes that, for the 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 this 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Toronto, Ontario, Canada, on May 3, 2002. IVP TECHNOLOGY CORPORATION By: /s/ Brian MacDonald ----------------------- Name: Brian MacDonald Title: President, Chief Executive Officer (Principal Accounting Officer) and Director In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. SIGNATURE TITLE DATE - ------------------------- -------------------- ------------------- /s/ J. Stephen Smith - ------------------------- Director May 3, 2002 J. Stephen Smith /s/ Peter Hamilton - ------------------------- Director May 3, 2002 Peter Hamilton 4 EXHIBIT LIST EXHIBIT NO. DESCRIPTION LOCATION - ------------ --------------------------------- ---------------------- 5.1 Opinion of Kirkpatrick & Lockhart Provided herewith LLP re: legality 10.1 Agreement For the Provision of Provided herewith Marketing Services between the Registrant and Vanessa Land 23.1 Consent of Kirkpatrick & Lockhart Incorporated by reference LLP in Exhibit 5.1 to this Form S-8 23.2 Consent of Weinberg & Company, P.A. Provided herewith EX-5 3 i127084.txt REGISTRATION STATEMENT EXHIBIT 5.1 ----------- May 3, 2002 IVP Technology Corporation 2275 Lakeshore Blvd. West, Suite 401 Toronto, Ontario M8V 3Y3 Canada RE: IVP TECHNOLOGY CORPORATION (THE "CORPORATION") REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT") Gentlemen: We have acted as special counsel to the Corporation in connection with the preparation of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "1933 Act"), relating to the proposed issuance of 5,000,000 shares of the Corporation's common stock, par value $0.001 (the "Common Stock"). We are furnishing this opinion to you in accordance with Item 601(b)(5) of Regulation S-B promulgated under the 1933 Act for filing as Exhibit 5.1 to the Registration Statement. We are familiar with the Registration Statement, and we have examined the Corporation's Articles of Incorporation, as amended to date, the Corporation's Bylaws, as amended to date, and minutes and resolutions of the Corporation's Board of Directors and shareholders. We have also examined such other documents, certificates, instruments and corporate records, and such statutes, decisions and questions of law as we have deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, we are of the opinion that the shares of Common Stock to be issued to Vanessa Land, when issued and sold in the manner described in the Registration Statement (as amended), will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name in the Prospectus constituting a part thereof. Very truly yours, KIRKPATRICK & LOCKHART LLP /s/ Kirkpatrick & Lockhart LLP EX-10 4 ivp128044.txt AGREEMENT FOR THE PROVISION OF MARKETING SERVICE Exhibit 10.1 AGREEMENT FOR THE PROVISION OF MARKETING SERVICES THIS AGREEMENT is made the 1st day of May 2002 ("Effective Date"). BETWEEN: VANESSA LAND of 5206 Avenue La Crosse, Lutz, Florida, 33558, USA AND: IVP TECHNOLOGY CORPORATION ("IVP") a Nevada Corporation which maintains a business office at 2275 Lakeshore Blvd. West, Suite 401, Toronto, Ontario, Canada M8V 3Y3. IT IS AGREED AS FOLLOWS: - -------------------------------------------------------------------------------- 1. RELATIONSHIP OF THE PARTIES - -------------------------------------------------------------------------------- 1.1 In consideration for the provision of Marketing Services in Europe for a period of one year from the Effective Date of this Agreement, IVP will award VANESSA LAND a total of five million 5,000,000 shares in IVP. The shares will be allocated as detailed below. 1.2 IVP will notify VANESSA LAND of any marketing activities it requires and VANESSA LAND will suggest appropriate activities from time to time. 1.3 This Agreement supersedes that certain Agreement for the Provision of Marketing Services between the same abovementioned parties dated January 18, 2002, which agreement has been rescinded in its entirety. 1.4 Nothing contained in this Agreement shall be construed so as to place the parties in the relationship of partners or as providing for the sharing of profits or losses arising from the efforts of either party, or joint venturers in any form, and neither party shall have the power to bind the other outside the scope of this Agreement. - -------------------------------------------------------------------------------- 2. PAYMENT AND EXPENSES - -------------------------------------------------------------------------------- 2.1 The shares will be awarded to VANESSA LAND in their entirety on the effective date of this agreement. A share certificate will be issued within 90 days of the effective date of this agreement. 2.2 The second and subsequent years' payment for marketing services will be mutually agreed 30 days prior to the end of the first year of this Agreement. Page 1 of 5 2.3 Expenses relating to any activities undertaken by VANESSA LAND under this Agreement will be charges at cost on a monthly basis. Travel and accommodation terms will be mutually agreed prior to the activity being undertaken. Expenses will be invoiced and payment due within thirty (30) days of receipt of an invoice. - -------------------------------------------------------------------------------- 3. TERMINATION - -------------------------------------------------------------------------------- 3.1 This Agreement will renew automatically at each anniversary of the Effective Date unless either party terminates it by giving the other party 30 days written notice prior to any such anniversary. 3.2 Either party may terminate this Agreement in the event that: (i) The other party becomes or is declared insolvent, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver administrator or similar officer over or in respect of its assets, or compounds or makes an assignment for all, or substantially all, of its creditors, or enters into an agreement for the composition, extension or readjustment of all, or substantially all, of its obligations. (ii) The other party commits breach of the terms of this Agreement and does not rectify the breach within a period of 30 days after receipt of written notice of the breach. 3.3 Upon termination or expiry of this Agreement for whatever reason each party shall return to the other any and all documents and any and all other information provided to it by that other party. - -------------------------------------------------------------------------------- 4. LIMITATION OF LIABILITY. - -------------------------------------------------------------------------------- 4.1 In the event that either party shall be liable to the other pursuant to this Agreement for any failure to perform in connection with this Agreement, that party's liability shall be limited as follows: (i) All liabilities in contract and tort for direct loss shall be limited to the actual value of the shares paid in the year of the claim; and (ii) All liabilities in contract and in tort for incidental, indirect, special or consequential damages including, but not limited to, loss of revenues or profits shall be excluded. - -------------------------------------------------------------------------------- 5. FORCE MAJEURE. - -------------------------------------------------------------------------------- 5.1 Neither party shall be liable for any delays or failures in performance in whole or in part if such delay or non-performance is due to any cause beyond its reasonable control, including but not limited to, delays caused by the other party's failure to perform or delay in performing its obligations under this Agreement, third party delay or non-performance, Act of God, war, insurrection, riot, civil disturbance, rebellion, government regulations, embargoes, explosions, fires, floods, tempest, strikes, lockouts, labour disputes and failures in heating, lighting, air conditioning, hardware, software, telecommunications equipment or public supply of electrical power. Page 2 of 5 - -------------------------------------------------------------------------------- 6. CONFIDENTIAL INFORMATION - -------------------------------------------------------------------------------- 6.1 Each party may use the information received from the other party pursuant to this Agreement and may provide such information to their respective employees as applicable for their use only in connection with the Agreement. 6.2 Each party agrees that it shall use the same means it uses to protect its own confidential and proprietary information to prevent the disclosure and to protect the confidentiality of both (i) written information received from the other party which is marked or identified as "confidential", (ii) written or verbal information which is of its nature confidential; and (ii) oral or visual information identified as confidential at the time of disclosure which is reduced to written form and provided to the other in such written form promptly after such oral or visual disclosure, ("INFORMATION"). The foregoing shall not prevent either party from disclosing Information that is: (iii) already known by the recipient party prior to the disclosure thereof with no obligation of confidentiality; (iv) publicly known or becomes publicly known not due to any unauthorised act of the recipient party; (v) rightfully received from a third party; (vi) independently developed by the recipient party without use of the other party's Information; (vii) disclosed without similar restrictions by the party owning the Information to any third party; (viii) approved by the other party for disclosure; or (ix) required to be disclosed pursuant to a governmental or legal requirement provided that the disclosing party gives to the other party written notice of such requirement prior to any such disclosure. 6.3 Upon expiration or termination of the Agreement or upon written request of the party providing the Information, the other party shall return all copies of the Information to the providing party or certify in writing that all copies of the Information have been destroyed. Either party may return the Information, or any part of it, to the other party at any time. 6.4 Each party makes no warranty, express or implied, with respect to the Information. Neither party shall be liable to the other or to any other person hereunder for amounts representing loss of profits or loss of business or indirect, consequential or punitive damages of the other party or of such other person in connection with the provision or use of the Information hereunder. 6.5 Nothing contained in this Agreement shall be construed as granting or conferring any rights by licence or otherwise in the Information. Page 3 of 5 6.6 Each party acknowledges and agrees that the Information is the confidential and/or proprietary and/or trade secret information of the other and the unauthorised use or disclosure of the Information could cause irreparable harm and significant injury to the other party for which that other party would have no adequate remedy at law. Therefore each party shall have the right, in addition to any other rights it may have at law or in equity, to seek and obtain immediate injunctive relief in respect of any breach or potential breach of this Agreement by the other. 6.7 The provisions of this Clause 6 shall survive the expiry or termination for whatever reason of this Agreement. - -------------------------------------------------------------------------------- 7. GENERAL - -------------------------------------------------------------------------------- 7.1 Waiver. The delay or failure of either party to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights. 7.2 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, then both parties shall be relieved of all rights and obligations arising under such provision but only to the extent that such provision is invalid, illegal or unenforceable; such provision shall be modified to the extent necessary to make it valid, legal and enforceable whilst preserving the intent of the parties. All other provisions of this Agreement shall be regarded as fully valid and enforceable unless otherwise proved. 7.3 Notices. Any notices required to be given under this Agreement shall be delivered by hand or posted by recorded delivery mail to the relevant address described on the front page of this Agreement. 7.4 Headings. The clause headings are for reference and convenience only and shall not effect the interpretation of this Agreement. 7.5 Entire Agreement. This Agreement and any attachments (i) are the complete and exclusive statement between the parties with respect to the subject matter of this Agreement and except as expressly stated in this Agreement, no conditions, warranties, terms and undertakings, express or implied by operation of law, statute, custom or otherwise are given by either party to the other and, so far as lawful, the same are hereby excluded (ii) supersede all related discussions and other communications between the parties; and (iii) may only be modified in writing by authorised representatives of the parties. 7.6 Binding Nature and Assignment. This Agreement shall be binding on the parties their parents, affiliates and subsidiaries and their respective successors and assigns. Neither party may assign this Agreement without the prior written consent of the other. Page 4 of 5 7.7 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Nevada and shall be subject to the exclusive jurisdiction of the Nevada courts. Page 5 of 5 IN WITNESS WHEREOF, VANESSA LAND and IVP have each caused this Agreement to be signed and delivered by its duly authorised representative the day and year first above written. For and on behalf of For and on behalf of Vanessa Land IVP Technology Corporation By: _______________________ By: _______________________ Name: _______________________ Name: _____________________ Title: _______________________ Title: _____________________ Date: _______________________ Date: _____________________ EX-23 5 ivp_ex-232.txt CONSENT OF AUDITORS EXHIBIT 23.2 [LOGO] WEINBERG & COMPANY, P.A. ------------------------ Certified Public Accountants CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the foregoing Registration Statement on Form S-8 of our report dated March 8, 2002, relating to the financial statements of IVP Technology Corporation, appearing in the Annual Report of IVP Technology Corporation on Form 10-KSB for the fiscal year ended December 31, 2001, filed with the Securities and Exchange Commission on April 15, 2002. We also consent to the reference to our firm under the caption "Experts" in the prospectus that is contained in the foregoing registration statement. /s/ Weinberg & Company, P.A. - ---------------------------- WEINBERG & COMPANY. P.A. Certified Public Accountants Boca Raton, Florida May 2, 2002 Town Executive Center Watt Plaza 6100 Glades Road * Suite 314 1875 Century Park East * Suite 600 Boca Raton, Florida 33434 Los Angeles, California 90067 Telephone:(561)487-5765 * Facsimile:(561)487-5766 Telephone:(310)407-5450 * Facsimile: (310) 407-5451
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