S-8 1 americanirtechs8.txt AMERICAN IR TECHNOLOGIES, INC S-8 As filed with the Securities and Exchange Commission on August 31, 2001 Registration No.______________ SECURITIES AND EXCHANGE COMMISSION ____________ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ___________ AMERICAN IR TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 88-0440-536 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3080 W. Post Road Las Vegas, Nevada 89118 (Address of Principal Executive Offices) 2001 STOCK AWARD PLAN (Full Title of the Plan) Ronald A. Ryan, President American IR Technologies, Inc. Las Vegas, Nevada 89118 (702) 368-4571 (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] CALCULATION OF REGISTRATION FEE
Title of Securities to be Registe Amount to be Registered Proposed Maximum Proposed Maximum Amount of Offering Price Per Share(1) Aggregate Offering Registration Price (1) Fee __________________________________________________________________________________________________________________________________ Common Stock, $.001 par value 2,000,000 shares $.08 $160,000 $40.00 __________________________________________________________________________________________________________________________________ Total $40.00 __________________________________________________________________________________________________________________________________
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(h). ___________________ 1 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing information specified in this Part I are being separately provided to the participants covered by the Plan, as specified by Rule 428(b)(1). PART II Item 3. Incorporation of Documents by Reference. The documents listed in paragraphs (a) and (b) below are hereby incorporated by reference in this Registration Statement . All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered herein 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. (a) The Registrant's annual report on Form 10-KSB for the fiscal year ended December 31, 2000. (b) All other reports filed by Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the above-referenced report. Item 4. Description of Securities. Not applicable. Item 5. Interest of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Reference is made to Item 5. Indemnification of Directors and Officers, appearing in Part II of the Registrant's registration statement on Form 10-SB. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits.
Exhibit Numbers 5. Opinion of Ina P. Kagel, Esq. 10.3 2001 Stock Award Plan 24.1 Consent of Ina P. Kagel, Esq. (included in Exhibit 5). 24.2 Consent of Independent Certified Public Accountants.
2 Item 9. Undertakings. 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 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. (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. 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 Section 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 at that time shall therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 5 of the Registrant's Registration Statement on Form 10-SB 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 Securities 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 hereunder, 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 Securities Act and will be governed by the final adjudication of such issue. 3 EXHIBIT INDEX
Exhibit Number 5 Opinion of Ina P. Kagel, Esq. 10.3 2001 Stock Award Plan 24.1 Consent of Ina P. Kagel, Esq. (included in Exhibit 5) 24.2 Consent of Independent Certified Public Accountants.
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 Las Vegas, Nevada on this 30th day of August, 2001. AMERICAN IR TECHNOLOGIES, INC. By: /s/ Ronald A. Ryan ------------------ RONALD A. RYAN, President 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 dates indicated.
Signature Title Date /s/ Ronald A. Ryan President (Principal Executive August 30, 2001 RONALD A. RYAN Officer) and Director /s/ Gerald Peatz Treasurer (Principal Financial and August 30, 2001 GERALD PEATZ Accounting Officer) and Director
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