-----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, PitsHGSZDOFM4bG7oIoBdieFOFcnV5nZ9ch+VRtLVFtM6G2u6PyT3zkDDVO46dsD 3vBBKoZ8Gb9qdEfPPEEUXQ== 0000950136-01-500912.txt : 20010724 0000950136-01-500912.hdr.sgml : 20010724 ACCESSION NUMBER: 0000950136-01-500912 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010723 EFFECTIVENESS DATE: 20010723 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: SEC FILE NUMBER: 333-65612 FILM NUMBER: 1686031 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 file001.txt REGISTRATION STATEMENT; BENEFIT PLAN Registration No. 333-________ 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 65-6998896 -------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 54 Village Centre, Suite 300, Mississauga, Ontario L4Z 1V9 Canada - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Agreement between the Registrant and Andris Garvitis providing for the payment of compensation in 2,500,000 shares of Common Stock Agreement between the Registrant and Thomas Chown providing for the payment of compensation in 4,312,500 shares of Common Stock Agreement between the Registrant and Ruffa & Ruffa, P.C. providing for the payment of compensation in 500,000 shares of Common Stock (Full Title of the Plan) William P. Ruffa, Esq. Ruffa & Ruffa, PC 150 East 58th Street New York, New York 10155 (212) 355-0606 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------ Proposed maximum Proposed maximum Title of securities Amount to offering price aggregate offering Amount of to be registered be registered per share price registration fee - ------------------------------------------------------------------------------------------------------------------------------ Common stock, par value $.001 per share 7,312,000 $.115 $840,937.38 $223 - ------------------------------------------------------------------------------------------------------------------------------ Total 7,312,000 $.115 $840,937.38 $223 - ------------------------------------------------------------------------------------------------------------------------------
(1) The maximum number of shares of common stock includes shares issued as consideration for services rendered pursuant to the terms of three agreements which are being registered under this Registration Statement and for which a registration fee is being paid. (2) Calculated pursuant to Rule 457(c), based on the average of the high and low price ($.115 per share) of Registrant's common stock on the Over-the-Counter Bulletin Board on July 19, 2001 (a date within five business days prior to filing this Registration Statement). (3) Paid by electronic transfer. This Registration Statement shall become effective automatically upon the date of filing, in accordance with Section 8(a) of the Securities Act of 1933 ("1933 Act") and Rule 462 of the 1933 Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The Company became subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") on April 19, 2000, and, accordingly, files periodic reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The following documents filed by the Company are incorporated in this Registration Statement by reference: (a) The Company's Amendment No. 1 to its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000, as filed with the Commission; (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; and (c) A description of the Registrant's Common Stock is set forth in Exhibit 4.5 hereto. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, 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 this Registration Statement and to be a 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 validity of the shares of common stock registered in this Registration Statement has been passed upon for the Registrant by Ruffa & Ruffa, P.C., whose opinion is attached hereto as Exhibit 5.1. The Registrant has issued 250,000 shares of common stock to each of William Ruffa and William P. Ruffa, officers of Ruffa & Ruffa, P.C., as partial payment for legal services rendered. Item 6. Indemnification of Directors and Officers. The Company's Articles of Incorporation, By-Laws and Section 78.751 of the Nevada Revised Statutes provide for indemnification of the Company's officers and directors in certain situations where they might otherwise personally incur liability, judgments, penalties, fines and expenses in connection with a proceeding or lawsuit to which they might become parties because of their position with the Company. Section 78.751 of the Nevada Revised Statutes provides for indemnification of the Company's officers and directors in certain situations where they might otherwise personally incur liability, judgments, penalties, fines and es in connection with a proceeding or lawsuit to which they might become parties because of their position with the Company. Section 78.751 of the Nevada Revised Statutes provides as follows: "NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses. 1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. 3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of 3 expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person." To the extent that indemnification may be related to liability arising under the Securities Act, the Securities and Exchange Commission takes the position that indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. Item 7. Exemption from Registration Claimed. Not Applicable Item 8. Exhibits. For a list of all exhibits filed or included as part of this Registration Statement, see "Index to Exhibits" at the end 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 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 4 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. (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. 5 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, in the City of Mississauga in the Province of Ontario, Canada, on July 20, 2001. IVP TECHNOLOGY CORPORATION By: /s/ John Maxwell -------------------------------------- John Maxwell, President (Duly Authorized Representative) POWER OF ATTORNEY We, the undersigned directors and officers of IVP Technology Corporation (the "Company"), do hereby severally constitute and appoint John Maxwell as our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below and to execute any and all instruments for us and in our names in the capacities indicated below which said John Maxwell may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-8 relating to the offering of the Company's Common Stock, including specifically, but not limited to, power and authority to sign, for any of us in our names in the capacities indicated below, the Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said John Maxwell shall 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 indicated as of the date indicated. /s/ John Maxwell President and Director July 20, 2001 - ---------------- John Maxwell /s/ John Trainor Secretary July 20, 2001 - ---------------- John Trainor 6 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 4.1 Agreement dated June 28, 2001, between the Registrant and Andris Gravitis. 4.2 Agreement dated June 28, 2001, between the Registrant and Thomas Chown. 4.3 Agreement dated May 30, 2001, between the Registrant and Ruffa & Ruffa, P.C. 4.4 Description of Securities. 5.1 Opinion of Ruffa & Ruffa, P.C. as to the validity of the Common Stock being registered 23.1 Consent of Weinberg & Company, P.A. 23.2 Consent of Ruffa & Ruffa, P.C. (contained in Exhibit 5, above). 24 Reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein 7 EX-4.1 2 file002.txt AGREEMENT BETWEEN THE REGISTRANT AND ANDRIS GRAVITIS June 30, 2001 Mr. Andris Gravitis 288 Mary Street Oakville, Ontario L6K 3V4 Dear Mr. Gravitis: By letter agreement dated April 30, 2001, IVP Technology Corporation (the "Company") agreed to settle the amount outstanding to you for services rendered by June 28, 2001, the terms of which you agreed to by countersigning that letter agreement. Since the date of that letter, the Company has not been able to secure financing or other funds to satisfy its compensation obligations to you in cash. Accordingly, as is the Company's right in that letter agreement, the Company hereby satisfies its outstanding compensation obligation to you by issuing 2,500,000 shares (the "Shares") of common stock registered on Form S-8 which shares are valued in the aggregate at approximately $200,000, based upon the closing bid price per share on June 28, 2001. The actual amount of the proceeds you generate from the sale of the Shares shall be deducted from the amount owed to you as of the date hereof. Certificates evidencing the Shares will be delivered to you after the Shares have been registered as described in the April 30, 2001 letter. Very truly yours, /s/ John Maxwell ---------------------------------- John Maxwell President, IVP Technology Corporation EX-4.2 3 file003.txt AGREEMENT BETWEEN THE REGISTRANT AND THOMAS CHOWN June 29, 2001 Mr. Thomas Chown 79 Leuty Avenue Toronto M4E 2R2 Ontario Canada Dear Mr. Chown: By letter agreement dated April 30, 2001, IVP Technology Corporation (the "Company") agreed to settle the amount outstanding to you for services rendered by June 28, 2001, the terms of which you agreed to by countersigning that letter agreement. Since the date of that letter, the Company has not been able to secure financing or other funds to satisfy its compensation obligations to you in cash. Accordingly, as is the Company's right in that letter agreement, the Company hereby satisfies its outstanding compensation obligation to you by issuing 4,312,000 shares (the "Shares") of common stock registered on Form S-8 which shares are valued in the aggregate at approximately $345,000, based upon the closing bid price per share on June 28, 2001. The actual amount of the proceeds you generate from the sale of the Shares shall be deducted from the amount owed to you as of the date hereof. Certificates evidencing the Shares will be delivered to you after the Shares have been registered as described in the April 30, 2001 letter. Very truly yours, /s/ John Maxwell ---------------------------- John Maxwell President, IVP Technology Corporation EX-4.3 4 file004.txt RETAINER MODIFICATION AGREEMENT May 28, 2001 IVP Technology Corporation 54 Centre Place Mississauga, Ontario L4Z 1V9 Canada Re: Modification to Retainer Agreement ---------------------------------- Dear Mr. Maxwell: Please accept this letter as confirmation that IVP Technology Corporation (the "Company"), has agreed to modify Section 5 of the Retainer Agreement dated March 1, 1999 (the "Retainer") between the Company and Ruffa & Ruffa, P.C. ("R&RPC"), effective May 28, 2001. We understand that Section 5, as modified, shall read as follows: "5. ATTORNEY BILLING STATEMENTS: We will send the Company monthly statements, itemizing the fees and costs incurred. Our statements will reflect a credit for the retainer fee and the Company agrees to pay any balance to us within ten days of receipt of our statement. Invoices shall be paid within thirty days of receipt by the Company. In the event that the Company does not have cash sufficient to satisfy an invoice, we may elect to accept payment of all or any portion of the amount of an outstanding invoice, subject to the approval of the Company's Board of Directors, in shares of the Company's common stock, valued at the closing bid price per share on the date of the Company's acceptance of our proposal, which shall be offered and sold pursuant to a registration on Form S-8. Invoices which remain uncontested for a period of 60 days shall be deemed accepted by the Company. Any unpaid balances on invoices billed which remain unsatisfied for a period of 60 days will be subject to an interest charge of 1 1/2% per month. The Company agrees that in the event it fails to perform its obligations hereunder, including its obligation to pay the fees agreed hereby, it shall be liable for all costs, expenses or liabilities incurred in connection with enforcing our rights hereunder, including the payment of attorney's fees." We hereby confirm that the legal services for which the shares of the Company's common stock may be offered and sold to us on Form S-8 will be issued in the names of our officers and, in all events, will not be for services rendered in connection with the offer or sale of securities in a capital raising transaction, or which do not directly or indirectly promote or maintain a market for the Company's securities. In view of the amount of the Company's outstanding invoices to this firm at May 1, 2001, we hereby elect to accept 500,000 shares of the Company's common stock in payment of $35,000 of the fees due on said invoice, provided that the shares are registered on Form S-8, as provided in the amendment to our Retainer Agreement, as hereinabove set forth. Please note that this letter may be filed as an exhibit to the Form S-8. In order to effectuate the modification of the Retainer, please sign this letter and return it to my office. If you have any questions, please call me. Sincerely, RUFFA & RUFFA, P.C. By: /s/ William P. Ruffa -------------------------------- William P. Ruffa, President ACCEPTED AND AGREED: IVP TECHNOLOGY CORPORATION By: /s/ John Maxwell ------------------------------------- John Maxwell, President EX-4.4 5 file005.txt DESCRIPTION OF SECURITIES Description of Securities of IVP Technology Corporation General The Company's authorized capital consists of 50,000,000 shares of common stock, par value $.001 per share ("Common Stock"). At July 20, 2001, there were outstanding 41,310,848 shares of Common Stock. Set forth below is a summary description of certain provisions relating to the Company's capital stock contained in its Articles of Incorporation and By-Laws and under the Nevada Revised Statutes. The summary is qualified in its entirety by reference to the Company's Articles of Incorporation and By-Laws and the Nevada corporation laws. Common Stock Each outstanding share of Common Stock has one vote on all matters requiring a vote of the stockholders. There is no right to cumulative voting; thus, the holders of fifty percent or more of the shares outstanding can, if they choose to do so, elect all of the directors. In the event of a voluntary or involuntary liquidation, all stockholders are entitled to a pro rata distribution after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. The holders of the Common Stock have no preemptive rights with respect to future offerings of shares of Common Stock. Holders of Common Stock are entitled to dividends if, as and when declared by the Board out of the funds legally available therefor. It is the Company's present intention to retain earnings, if any, for use in its business. The payment of dividends on the Common Stock are, therefore, unlikely in the foreseeable future. Registration Rights The Company has granted registration rights covering 2,500,000 shares of common stock issued to Orchestral Corporation ("Orchestral"), the licensor of PowerAudit software marketed by the Company. The Company agreed to file a registration statement under the Securities Act of 1933 (the "Act") which includes all of the shares of capital stock. The Company agreed to use its best efforts to keep such registration statement continuously effective under the Act until the date which is two years after the date that such registration statement is declared effective by the Securities and Exchange Commission or such earlier date when all shares covered by such registration statement have been sold or may be sold without volume restrictions pursuant to the Act. Orchestral has made any demand for the Company to file the registration statement nor has nor has it threatened any action in connection with the Company's failure to file said registration statement. Transfer Agent The Transfer Agent for the Common Stock is Pacific Stock Transfer Company located at P.O. Box 93385, Las Vegas, Nevada 89193-3385. EX-5.1 6 file006.txt OPINION OF RUFFA & RUFFA, P.C. July 20, 2001 IVP Technology Corporation 54 Village Centre Suite 300 Mississauga, Ontario L4Z 1V9 Canada Re: Registration Statement on Form S-8 - IVP Technology Corporation --------------------------------------------------------------- Ladies and Gentlemen: At your request, we are rendering this opinion in connection with the issuance of 7,312,500 shares (the "Shares") of common stock, $0.001 par value ("Common Stock"), of IVP Technology Corporation, a Nevada corporation (the "Company"). We have examined instruments, documents and records which we deemed relevant and necessary for the basis of the opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the Shares issued by the Company are validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement. We express no opinion as to matters of law in jurisdictions other than the federal securities laws of the United States and the corporate law of the State of Nevada, and the opinions herein as to such law are based solely on our review of standard compilations of the official statutes of the State of Nevada. This opinion is rendered solely for your use as an exhibit to the Registration Statement on Form S-8 and may not be relied upon for any other purpose. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours, /s/ William P. Ruffa -------------------------------- William P. Ruffa, President EX-23.1 7 file007.txt CONSENT OF WEINBERG & COMPANY, P.A. CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to incorporation by reference in the foregoing Registration Statement on Form S-8 of our report dated March 22, 2001, which appears in Amendment No. 1 to the IVP Technology Corporation and Subsidiaries Annual Report on Form 10-KSB for the years ended December 31, 2000 and 1999, filed with the Securities and Exchange Commission on July 5, 2001. WEINBERG & COMPANY, P.A. Certified Public Accountants Boca Raton, Florida July 17, 2001 -----END PRIVACY-ENHANCED MESSAGE-----