UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement under the Securities
Act of 1933
Commission File Number: 333-185046
RMR INDUSTRIALS, INC.
(Exact name
of registrant as specified in its charter)
| Nevada |
46-0750094 |
(State or Other Jurisdiction of
Incorporation) |
(I.R.S. Employer
Identification No.) |
9595 Wilshire Blvd, Suite 310
Beverly Hills, CA 90212
(Address of Principal
Executive Offices)
(310) 409-4113
(Registrant’s telephone number)
| RMR Industrials, Inc. |
| 2015 Equity Incentive Plan |
(Full Title of Plan)
Gregory M. Dangler
President
9595 Wilshire Blvd, Suite 310
Beverly Hills, CA 90212
Telephone: (310) 409-4113
(Name, Address, and Telephone Number, including
Area Code, of Agent for Service)
With copies to:
Mark C. Lee
Greenberg Traurig, LLP
1201 K Street, Suite 1100
Sacramento, California 95814
(916) 442-1111
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non–accelerated filer or a smaller reporting company. See definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b–2
of the Exchange Act. (Check one):
| Large accelerated filer £ |
Accelerated filer £ |
Non–Accelerated filer £ |
Smaller Reporting Company S |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes £ No S
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered |
|
Amount
to be Registered(1) |
|
|
Proposed Maximum
Offering Price Per
Share (2) |
|
|
Proposed Maximum
Aggregate Offering
Price |
|
|
Amount of
Registration Fee |
|
| Class B Common Stock ($0.001 par value) |
|
|
15,579,000 shares |
|
|
$ |
0.01 |
|
|
$ |
155,790.00 |
|
|
$ |
18.10 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Consists of 15,579,000 shares of common stock issuable pursuant to the RMR Industrials, Inc. 2015 Equity Incentive Plan. |
| (2) |
Estimated solely for the purpose of calculating the registration fee. Calculated pursuant to Rule 457(h) under the Securities Act and assumes a book value of $0.01 per share of Class B Common Stock. |
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of this Form S-8 Registration
Statement (“Form S-8”) is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the United States Securities and Exchange Commission (“the SEC”).
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by RMR Industrials,
Inc. (the “Company” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”),
are hereby incorporated by reference:
| a) | The Company's Current Report on Form 8-K filed on February 27, 2015; |
| | | |
| b) | All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Registrant’s Form 8-K referred to in (a) above; and |
| | | |
| c) | The description of the Registrant’s Class B Common Stock contained in its registration statement on Form 8-A as
filed with the Commission on March 17, 2015. |
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement
by reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of 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.
Nevada Law
Section 78.7502 of the Nevada Revised Statutes (“NRS”)
permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
| |
(a) |
is not liable pursuant to Nevada Revised Statute 78.138, or |
| |
|
|
| |
(b) |
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. |
In addition, Section 78.7502 permits a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the
action or suit if he:
| |
(a) |
is not liable pursuant to Nevada Revised Statute 78.138; or |
| |
|
|
| |
(b) |
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. |
To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or
in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys’
fees, actually and reasonably incurred by him in connection with the defense.
Section 78.752 of the Nevada Revised Statutes allows a corporation
to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and
liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
Other financial arrangements made by the corporation pursuant
to Section 78.752 may include the following:
| |
(a) |
the creation of a trust fund; |
| |
|
|
| |
(b) |
the establishment of a program of self-insurance; |
| |
|
|
| |
(c) |
the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and |
| |
|
|
| |
(d) |
the establishment of a letter of credit, guaranty or surety |
No financial arrangement made pursuant to Section 78.752 may
provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for
intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification
ordered by a court.
Any discretionary indemnification pursuant to Section 78.7502,
unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified
party is not entitled to be indemnified by the corporation, 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 shareholders; |
| |
|
|
| |
(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. |
| |
|
|
Charter Provisions and Other Arrangements of the Registrant
Articles of Incorporation
Indemnification; Payment of Expenses.
To the fullest extent permitted under the NRS (including, without limitation, to the fullest extent permitted under NRS 78.7502
and 78.751(3)) and other applicable law, the Corporation shall indemnify directors and officers of the Corporation in their respective
capacities as such and in any and all other capacities in which any of them serves at the request of the Corporation. In addition
to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation
in the Bylaws or by agreement, the expenses of directors and officers incurred in defending a civil or criminal action, suit or
proceeding, involving alleged acts or omissions of such director or officer in his or her capacity as a director or officer of
the Corporation, must be paid, by the Corporation or through insurance purchased and maintained by the Corporation or through other
financial arrangements made 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 or she is not entitled to be indemnified by the Corporation.
Limitation on Liability. The liability
of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the
NRS are amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors
or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted
by the NRS, as so amended from time to time.
Bylaws
Indemnification of Directors and Officers.
(i) For purposes of
this Article, (A) “Indemnitee” shall mean each director or officer who was or is a party to, or is threatened
to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she
is or was a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator or manager)
of the Corporation or any predecessor entity thereof, or is or was serving in any capacity at the request of the Corporation as
a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator, partner, member
or manager) of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company,
trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending, or completed action, suit
or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil,
criminal, administrative, or investigative.
(ii) Each Indemnitee
shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of Nevada, against
all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding;
provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee
reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is
criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner in which
he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal
proceeding he or she had reasonable cause to believe that his or her conduct was unlawful. The Corporation shall not indemnify
an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the Corporation,
unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity
for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section,
indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything
to the contrary contained in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened,
pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right
of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or
her capacity as a stockholder.
(iii) Indemnification
pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation or who
has ceased to serve, at the request of the Corporation, as a director, officer, employee, agent, trustee, fiduciary, administrator,
partner, member or manager of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability
company, trust, or other enterprise, and such indemnification shall inure to the benefit of such Indemnitee’s heirs, executors
and administrators.
(iv) The expenses of
Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial
arrangements made by the Corporation, as such expenses are incurred and in advance of the final disposition of the Proceeding,
upon receipt of an undertaking by or on behalf of such Indemnitee to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee
is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein,
the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred
in by him or her in connection with the defense.
Indemnification of Employees and Other
Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees
and other persons as though they were Indemnitees.
In addition to the above, each of our directors has entered
into an indemnification agreement with us. The indemnification agreement provides that we shall indemnify the director against
expenses and liabilities in connection with any proceeding associated with the director being our director to the fullest extent
permitted by applicable law, our Articles of Incorporation and Bylaws.
Item 8. Exhibits.
| Exhibit |
|
| Number |
Exhibit |
| |
|
| 5.1* |
Opinion of Greenberg Traurig, LLP |
| 23.1* |
Consent of Greenberg Traurig, LLP |
| 23.2* |
Consent of Hein & Associates LLP |
| 24* |
Power of Attorney |
* Filed herewith
Item 8. 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 hereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(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 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 the 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.
Pursuant to the requirements of the Securities Act of 1933,
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 Beverly Hills, California, on this 11th day of June, 2015.
| |
RMR INDUSTRIALS, INC.
By: /s/ Chad Brownstein
Chad Brownstein
Chief Executive Officer
(Principal Executive
Officer)
By: /s/ Gregory
M. Dangler
Gregory M. Dangler
President, Chief Financial
Officer, Secretary and Director
(Principal Financial Officer and Principal Accounting Officer)
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Gregory M. Dangler as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any
and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Dated: June 11, 2015
| |
/s/
Chad Brownstein
Chad
Brownstein
Chief Executive Officer and Director |
| |
|
| Dated: June 11, 2015 |
|
| |
|
| |
/s/
Gregory M. Dangler
Gregory
M. Dangler
President, Chief Financial Officer, Secretary and Director |
| |
|
| |
|
| Dated: June 11, 2015 |
|
