-----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, BlZaDRGRRvTBm6mnzeriiPoV5SpVShHS08vT2C+/uvsZf6gGgyycATBgkLmwGFQ7 l252WTV36m7CsGWgEMWQqg== 0001144204-04-022865.txt : 20041228 0001144204-04-022865.hdr.sgml : 20041228 20041227174848 ACCESSION NUMBER: 0001144204-04-022865 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041228 DATE AS OF CHANGE: 20041227 EFFECTIVENESS DATE: 20041228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARMION INDUSTRIES CORP CENTRAL INDEX KEY: 0001123195 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 061588136 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-116297 FILM NUMBER: 041227189 BUSINESS ADDRESS: STREET 1: 9103 EMMOTT RD STREET 2: BUILDING 6 SUITE A CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7134666585 MAIL ADDRESS: STREET 1: 9103 EMMOTT RD STREET 2: BUILDING 6 SUITE A CITY: HOUSTON STATE: TX ZIP: 77040 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL TRUST & FINANCIAL SYSTEMS INC DATE OF NAME CHANGE: 20000831 S-8 POS 1 forms-8pos.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARMION INDUSTRIES CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 4961 06-1588136 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
9103 Emmott Road, Building 6, Suite A, Houston Texas 77040; (713) 466-6585 - -------------------------------------------------------------------------------- (Address and telephone number of Registrant's principal executive offices and principal place of business) AMENDED EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 2 AMENDED NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004 NO. 2 - -------------------------------------------------------------------------------- (Full title of the Plans) Wilbert H. Marmion, 9103 Emmott Road, Building 6, Suite A, Houston Texas 77040 - -------------------------------------------------------------------------------- (Name and address of agent for service) (713) 466-6585 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) EXPLANATORY NOTE AMENDMENT NO. 2 TO MARMION INDUSTRIES CORP. EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 2 NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2004 NO. 2 On June 8, 2004, we filed with the Securities and Exchange Commission (SEC) a Registration Statement No. 333-116297 on Form S-8, pertaining to our Employee Stock Incentive Plan for the Year 2004 No. 2 and our Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2. On November 22, 2004 we filed a Post-Effective Amendment No. 1 to our Form S-8 No. 333-116297 This Post-Effective Amendment No. 2 to our Form S-8 No. 333-116297 is being filed pursuant to Instruction E to Form S-8 to: o Report that the Compensation Committee of the Company's Board, acting in its discretion, and pursuant to Paragraph 1.4 of the Amended Employee Stock Incentive Plan for the Year 2004 No. 2 and Paragraph 11 of the Amended Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2, has increased the number of shares available for issuance under the Amended Employee Stock Incentive Plan for the Year 2004 No. 2, while correspondingly decreasing the number of shares available for issuance under the Amended Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2. The number of shares available for issuance under the Company's Amended Employee Stock Incentive Plan for the Year 2004 No. 2 is 8,000,000, and the number of shares available for issuance under the Company's Amended Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2 is zero. Except as described above, and the current date of November 22, 2004, no other changes have been made to our Form S-8 Registration Statement No. 333-116297. For Items not modified herein, reference should be made to our Registration Statement No. 333-116297 on Form S-8 as filed with the SEC on June 8, 2004 and the Post-Effective Amendment No. 1 filed with the SEC on November 22, 2004. The filing of this Post-Effective Amendment No. 2 is not an admission that our Registration Statement No. 333-116297 on Form S-8, or the Post-Effective Amendment No. 1, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. 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 Post-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on November 22, 2004. MARMION INDUSTRIES CORP. By /s/ Wilbert H. Marmion ----------------------------- Wilbert H. Marmion, President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Wilbert H. Marmion President, Chief Executive Officer November 22, 2004 - ----------------------- and Director Wilbert H. Marmion /s/ Ellen Raidl Secretary, Director and Treasurer November 22, 2004 - ----------------------- Ellen Raidl /s/ John Royston Vice President and Director November 22, 2004 - ----------------------- John Royston EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 5 Opinion Re: Legality 23.1 Consent of Counsel EX-5 2 ex5.txt EXHIBIT 5 Glast, Phillips & Murray, P.C. 815 Walker Street, Suite 1250 Houston, Texas 77002 (713) 237-3135 November 22, 2004 U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Marmion Industries Corp. - Form S-8 Gentlemen: I have acted as counsel to Marmion Industries Corp., a Nevada corporation (the "Company"), in connection with its Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 relating to the registration of 8,000,000 shares of its common stock ("Incentive Shares"), $0.001 par value per Incentive Share, which are issuable pursuant to the Company's Amended Employee Stock Incentive Plan for the Year 2004 No. 2. In my representation I have examined such documents, corporate records, and other instruments as have been provided to me for the purposes of this opinion, including, but not limited to, the Articles of Incorporation, and all amendments thereto, and Bylaws of the Company. Based upon and in reliance on the foregoing, and subject to the qualifications and assumptions set forth below, it is my opinion that the Company is duly organized and validly existing as a corporation under the laws of the State of Nevada, and that the Incentive Shares, when issued and sold, will be validly issued, fully paid, and non-assessable. My opinion is limited by and subject to the following: (a) In rendering my opinion I have assumed that, at the time of each issuance and sale of the Shares, the Company will be a corporation validly existing and in good standing under the laws of the State of Nevada. (b) In my examination of all documents, certificates and records, I have assumed without investigation, the authenticity and completeness of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies and the authenticity and completeness of the originals of all documents submitted to me as copies. I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authority of all persons executing documents on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. As to matters of fact material to this opinion, I have relied upon statements and representations of representatives of the Company and of public officials and have assumed the same to have been properly given and to be accurate. (c) My opinion is based solely on and limited to the federal laws of the United States of America and the laws of Nevada. I express no opinion as to the laws of any other jurisdiction. Very truly yours, /s/ Norman T. Reynolds Norman T. Reynolds EX-23.1 3 ex23_1.txt EXHIBIT 23.1 Glast, Phillips & Murray, P.C. 815 Walker Street, Suite 1250 Houston, Texas 77002 (713) 237-3135 November 22, 2004 U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Marmion Industries Corp. - Form S-8 Gentlemen: I have acted as counsel to Marmion Industries Corp., a Nevada corporation (the "Company"), in connection with its Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 relating to the registration of 8,000,000 shares of its common stock, ("Incentive Shares"), $0.001 par value per Incentive Share, which are issuable pursuant to the Company's Amended Employee Stock Incentive Plan for the Year 2004 No. 2. I hereby consent to all references to my firm included in this Registration Statement, including the opinion of legality. Very truly yours, /s/ Norman T. Reynolds Norman T. Reynolds -----END PRIVACY-ENHANCED MESSAGE-----