-----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, MI93NZwvzlXOBYiiPzTUkphIkmoI6jaVXf04sCz4UzJmDjvQi1FVE71s4GjnRycM Z7PhCvD2aYCGd6Ss6jD+Ig== 0001016289-96-000015.txt : 19961204 0001016289-96-000015.hdr.sgml : 19961204 ACCESSION NUMBER: 0001016289-96-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961203 EFFECTIVENESS DATE: 19961203 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAR VENTURES INC CENTRAL INDEX KEY: 0001016289 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954580642 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17189 FILM NUMBER: 96675219 BUSINESS ADDRESS: STREET 1: 16661 VENTURA BLVD STREET 2: STE 214 CITY: ENCINO STATE: CA ZIP: 91436 BUSINESS PHONE: 8187840040 MAIL ADDRESS: STREET 1: 16661 VENTURA BLVD STREET 2: STE 214 CITY: ENCINO STATE: CA ZIP: 91436 S-8 1 1996 STOCK COMPENSATION PLAN FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAR VENTURES INC. (Exact name of registrant as specified in its charter) Delaware 95-4580642 (State or other jurisdiction of (I.R.S. Employer Identifi- incorporation or organization) cation Number) 16661 Ventura Boulevard, Suite 214, Encino, California 91436 (Address of Principal Executive Offices) (Zip Code) 1996 Stock Compensation Plan (Full Title of the plans) Buddy Young, President, Mar Ventures Inc. 16661 Ventura Boulevard, Suite 214, Encino, California 91436 (Name and address of agent for service) (818) 784-0040 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE Proposed securities Proposed maximum to be Amount to be maximum offering aggregate offering Amount of registered registered price per unit price registration fee Common Stock(1) 350,000 $.12 (2) $42,000 $100.00 par value $.001
(1) Includes up to 350,000 shares issuable under the Stock Compensation Plan and reoffers of such shares. ---- (2) The registration fee is based upon the price of the common stock as reflected on the NASDAQ Electronic Bulletin Board on November 19, 1996 of $.12. PROSPECTUS MAR VENTURES INC. Up to 250,000 Shares of Common Stock Receivable by Directors, Officers and Others Under the 1996 Stock Compensation Plan and Reoffered by Means of this Prospectus This Prospectus shall be supplemented from time to time as the identity of the officers and directors and shares to be reoffered by them, if any, becomes known Selling shareholders will offer their shares on the over-the-counter market, or on NASDAQ or on any national securities exchange if the common stock is then listed on NASDAQ or on such exchange. Selling shareholders, if control persons, are required to sell their shares in accordance with the volume limitations of Rule 144 under the Securities Act of 1933, which restricts sales in any three month period to the greater of 1% of the total outstanding common stock or the average weekly trading volume of the Company's common stock during the four calendar weeks immediately preceding such sale. It is expected that persons effecting transactions will be paid the normal and customary commissions for market transactions. AVAILABLE INFORMATION Mar Ventures Inc. (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports, as well as proxy statements and other information filed by the Company with the Commission, can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its Regional Offices located at 150 Causeway Street, Boston, Massachusetts 02114, 1375 Peachtree Street N.E., Suite 788, Atlanta, Georgia 30367, 411 West Seventh Street, 8th Floor, Fort Worth, Texas 76102, 410 Seventeenth Street, Suite 700, Denver, Colorado 80202, 600 Arch Street, Room 2204, Federal Building, Philadelphia, Pennsylvania 19106, 26 Federal Plaza, Room 1028, New York, New York 10278, 5757 Wilshire Boulevard, Los Angeles, California 90036- 3648, Everett McKinley Dirksen Building, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, Washington, D.C. 20549. 2 SELLING STOCKHOLDERS Information regarding the beneficial ownership of common stock owned by each officer and director of the Company selling common stock pursuant to this Prospectus and all officers and directors of the Company as a group selling common stock pursuant to this Prospectus will be updated in the event shares are issued to such persons. INFORMATION WITH RESPECT TO THE COMPANY This Prospectus is accompanied by the Company's Annual Report on Form 10-KSB for the year ended August 31, 1996 or the latest Annual Report on Form 10-KSB and Quarterly Reports on Form 10-QSB filed subsequent thereto. These Annual and Quarterly Reports as well as all other reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 are hereby incorporated by reference in this Prospectus and may be obtained, without charge, upon the oral or written request of any person to the Company at 16661 Ventura Boulevard, Suite 214, Encino, California 91436, telephone (818) 784-0400. INDEMNIFICATION 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. 3 PART II Item 3. Incorporation of Documents by Reference. The Registrant incorporates the following documents by reference in the registration statement: (a) The Company's Annual Report on Form 10-KSB filed for the year ended August 31, 1996; and (b) A description of securities is incorporated by reference from the Registrant's Registration Statement on Form 10, File No. 0-20879. All other documents filed in the future by Registrant after the date of this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which deregisters the securities covered hereunder which remain 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 5. Interests of Named Experts and Counsel Not Applicable Item 6. Indemnification of Officers and Directors The Company's Bylaws and Section 145 of the Delaware General Corporation Law provide for indemnification of directors and officers against certain liabilities. Officers and directors of the Company are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, were not found guilty, and, in any criminal matter, had reasonable cause to believe that their conduct was not unlawful. Item 7. Exemption from Registration Claimed All sales are expected to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof covering transactions not involving any public offering or not involving any "offer" or "sale." II-1 Item 8. Exhibits 3. Certificate of Incorporation and Bylaws 3.1 Certificate of Incorporation(1) 3.2 Bylaws(1) 4. Instruments Defining the Rights of Security Holders 4.1 Board Resolution for the 1996 Stock Compensation Plan(3) 5. Opinion of Hand & Hand as to legality of securities being registered(3) 10. Material Contracts 10.1. Asset Transfer, Assignment and Assumption Agreement ("Agreement") dated April 16, 1996, by and between Bexy Communications, Inc. and Mar Ventures Inc.(2) 23. Consents of Experts and Counsel 23.1 Consent of Accountants(3) 23.2 Consent of Hand & Hand included in Exhibit 5 hereto (1) Incorporated reference to such exhibit as filed with the Registrant's Registration Statement on Form 10, file No. 0-20879 (the "Form 10") (2) Incorporated by reference to such exhibit as filed with amendment A to the Form 10. (3) Filed herewith. II-2 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, including (but not limited to) any addition or election of a managing underwriter. (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 offered 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 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 (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 (i) 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 registranthas 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 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 ofits counsel that 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. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Encino, California, on November 20, 1996. MAR VENTURES INC. By: /s/ Buddy Young Buddy Young President Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed below by the following persons in the capacities indicated on November 20, 1996. /s/ Buddy Young President, Treasurer and Director Buddy Young (principal executive officer and principal accounting and financial officer) II-4 EX-4 2 4.1 RESOLUTIONS ADOPTING STOCK COMPENSATION PLAN RESOLVED, that the Corporation issue up to 350,000 shares of its common stock to its employees, directors, consultants and advisors for services rendered from time to time; FURTHER RESOLVED, that the issuance of such shares be referred to as the Corporation's 1996 Stock Compensation Plan; and FURTHER RESOLVED, that the Corporation register the shares issuable or issued under the 1996 Stock Compensation Plan on a Registration Statement on Form S-8; and RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized to do or cause to be done, all such acts and things and to make, execute and deliver, or cause to be made, executed and delivered, in the name of and on behalf of the Corporation all such agreements, instruments and certificates as such officer and officers may deem necessary, advisable or appropriate to effectuate or carry out the purpose and intent of the foregoing resolutions and to perform the obligations of the Corporation thereunder, such officer or officers' execution of the same to be conclusive evidence of the exercise of the discretionary authority herein conferred. EX-5 3 OPINION OF HAND & HAND RE LEGALITY November 19, 1996 Mar Ventures Inc. 16661 Ventura Boulevard Suite 224 Encino, California 91436 Re: Registration Statement on Form S-8 (the "Registration Statement") Ladies and Gentlemen: You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 250,000 shares of common stock, par value $.001 per share ("Shares"), issuable pursuant to the Corporations' 1996 Stock Compensation Plan. In giving this opinion, we have reviewed and examined: 1. The Certificate of Incorporation of the Corporation; 2. The Bylaws of the Corporation; 3. Certain resolutions of the Board of Directors of the Corporation; 4. The Registration Statement; and 5. Such other matters as we have deemed relevant in order to form our opinion. In giving our opinion, we have assumed without investigation the authenticity of any document or instrument submitted us as an original, the conformity to the original of any document or instrument submitted to us as a copy, and the genuineness of all signatures on such originals or copies. Based upon the foregoing, we are of the opinion that the Shares to be offered pursuant to the Registration Statement, if sold as described in the Registration Statement, and if the options are exercised in accordance with their terms and the terms of the relevant plan, will be legally issued, fully paid and nonassessable. No opinion is expressed herein as to the application of state securities or Blue Sky laws. Mar Ventures Inc. November 19, 1996 This opinion is furnished by us as counsel to you and is solely for your benefit. Neither this opinion nor copies hereof may be relied upon by, delivered to, or quoted in whole or in part to any governmental agency or other person without our prior written consent. Notwithstanding the above, we consent to the reference to our firm name under the caption LEGAL OPINION in the Prospectus filed as a part of the Registration Statement and the use of our opinion in the Registration Statement. In giving these consents, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities and Exchange Commission promulgated thereunder. Very truly yours, HAND & HAND EX-23 4 CONSENT OF FARBER & HASS Mar Ventures Inc. November 19, 1996 We hereby consent to the incorporation by reference of our report on the financial statements of Mar Ventures Inc. in its registration statement on Form S-8. Farber & Hass Oxnard, California November 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----