-----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, BGhlgOoC/Y88nkVZ/N8hQsxnm41LvzYkxPE9QbNT/7vjVK6+Cdv1L6rLKji8EQPp QGD2knZzBvHJ2n7/qLhXmw== 0000820901-97-000001.txt : 19970225 0000820901-97-000001.hdr.sgml : 19970225 ACCESSION NUMBER: 0000820901-97-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970224 EFFECTIVENESS DATE: 19970224 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVIS INDUSTRIES INC CENTRAL INDEX KEY: 0000820901 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 841063149 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-22253 FILM NUMBER: 97542253 BUSINESS ADDRESS: STREET 1: 3415 W BROADWAY CITY: COUNCIL BLUFFS STATE: IA ZIP: 51501 BUSINESS PHONE: 7123283040 MAIL ADDRESS: STREET 1: 490 ORCHARD STREET CITY: GOLDEN STATE: CO ZIP: 80401 S-8 1 [DESCRIPTION] FORM S-8 REGISTRATION STATEMENT [TEXT] SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRAVIS INDUSTRIES, INC.TRAVIS INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) COLORADO 84-1063149 ____________________________ ____________________ (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3415 W. Broadway, Council Bluffs, Iowa 51501 ______________________________________ ____________ (Address of Principal Offices) (Zip Code) February 1997 Stock Compensation Plan _________________________________________ (Full Title of the Plan) Stephen E. Cayou 490 Orchard, Golden, CO 80401 ______________________________________________ (Name and Address of Agent for Service) (303) 271-1200 ______________ (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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]
CALCULATION OF REGISTRATION FEE Title of Each Amount Maximum Maximum Amount of Class of Securities to be Offering Price Aggregate Registration to be Registered Registered Per Share Price Fee Common 7,000,000 $0.025 $175,000 $54.00 Calculated based the most recent closing high bid for the common stock of the Company on the NASDAQ OTC Bulletin Board.
PART II Information Required in the Registration Statement Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference into this Registration Statement, and made a part hereof: (a) The Company's latest annual report, for the fiscal year ended March 31, 1996. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of such fiscal year; (c) Not applicable. Item 4. Description of Securities. Not Applicable Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The only statute, charter provision, bylaw, contract, or other arrange- ment under which any controlling person, director or officer of the Regis- trant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is set forth in the Company's Articles of Incorporation, as amended, in provisions substantially identical to provi- sions of the Colorado Business Corporation Act, as amended. The Articles of Incorporation provide that control persons, officers and directors shall be indemnified to the fullest extent permitted under such law as it may be amended from time to time. Similarly, as provided in the Colorado Business Corporation Act, the Articles of Incorporation, as amended provide that a director shall not be personally liable to the corporation or its share- holders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or to its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for acts specified under Section 7-108-401 et. seq. of the Colorado Business Corporation Act (or similar provision under any amendment thereto); or (iv) for any transaction from which the director derived an improper personal benefit. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See - Exhibits and Exhibit Index following the Signature Page hereof. 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: (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 additional or changed material information with respect to the plan of distribution. Except that, with respect to issuers filing a Registration Statement on Form S-8, subparagraphs (i) and (ii) of this paragraph do not apply, and the information required in a post-effective amendment is incorporated by refer- ence from periodic reports filed by the Issuer under the Exchange Act. (2) That, for the purpose of determining any liability under the Secur- ities 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. (4) 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 offered therein, and the offering of such securities at that time shall be deemed to be the intial bona fide offering thereof; (5) Insofar as indemnification for liabilities arising under the Securi- ties Act of 1933, as amended, 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 Securi- ties 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 control- ling 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. 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 Golden, State of Colorado, on February 21, 1997. REGISTRANT: TRAVIS INDUSTRIES, INC. By: /s/ Stephen E. Cayou _________________________ Stephen E. Cayou, 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 date indicated. /s/ Stephen E. Cayou Date: February 21, 1997 __________________________ Chairman, Director and Principal Executive Officer /s/ Jeffrey R. Skinner Date: February 21, 1997 ____________________________ Director, Principal Financial and Accounting Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION LOCATION EX-4 Instruments Incorporated by reference from defining rights Form S-18 dated Nov. 30, 1987 of securities and exhibits as filed with the holders Commission (3316820-D) and subsequently filed annual reports on Form 10-K or 10-KSB for fiscal years ended March 31, 1993 and 1993 and 1991, including exhibits EX-5 Opinion re: legality EX-15 Letter on Incorporated by reference from Forms unaudited interim 10-QSB and other '34 Act filings financial information EX-25 Consents of experts and counsel EX-5 2 OPINION RE: LEGALITY THOMAS P. RAABE Attorney at Law 7641 Estate Circle Niwot, Colorado 80503 Thomas P. Raabe Telephone (303) 530-3107 Fax (303) 652-8263 February 20, 1997 Travis Industries, Inc. 490 Orchard St. Golden, Colorado 80401 Re: SEC Registration Statement on Form S-8 Gentlemen: I am counsel for Travis Industries, Inc., a Colorado corporation (the "Company") in connection with its proposed registration under Form S-8 of the Securities Act of 1933, as amended ("the Act"), of Eight Million (8,000,000) shares of its $0.0001 par value Common Stock which may be issued to certain employees, advisors and consultants under certain stock compensation plans as to which this opinion is a part, to be filed with the Securities and Exchange Commission ("the Commission"). In connection with rendering my opinion as set forth below, I have reviewed and examined originals or copies identified to my satisfaction of the following: (1) Articles of Incorporation of the Company, as filed with the Secretary of State of the State of Colorado on July 21, 1987 and amended on March 22, 1989, May 6, 1992 and April 26, 1993. (2) By-laws of the Company and Resolutions of the Board of Directors dated February 19, 1997 authorizing the issuance of Common Shares pursuant to a stock compensation plan to certain employees, consultants and advisors, which has been certified by the proper officers of the Company as being in full force and effect. (3) The Registration Statement and exhibits thereto as to be filed with the Commission. I have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as I have deemed necessary or appropriate under the circumstances. In connection with rendering this opinion, I have reviewed such statutes and judicial precedents as I have deemed relevant and necessary. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with, the original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. I have further assumed that the recipients of shares under advisory or consulting agreements will pay the consideration required under the terms of the respective agreement prior to the issuance of such shares. Based upon the foregoing and in reliance thereon, it is my opinion that shares of Common Stock to be issued in the manner contemplated under the referenced compensation plan and underlying agreements will, upon the receipt of full payment, issuance and delivery in accordance with the terms thereof, be duly and validly authorized, legally issued, fully paid and nonassessable in accordance with the Company's Articles of Incorporation, as amended and pursuant to the Colorado Business Corporation Act, 1973 C.R.S. 7-101- 101 et seq., as amended. This opinion is limited to the laws of the state of Colorado and the Colorado Business Corporation Act, and I express no opinion with respect to the laws of any other jurisdiction. While this opinion is given for the sole benefit of the Company, I consent to you filing this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my prior written consent. This opinion is based upon my knowledge of the law and facts as of the date hereof. I assume no duty to communicate with you with respect to any matter which comes to my attention hereafter. This opinion has been issued after full disclosure to the Company and waiver by duly authorized officers of the Company of a conflict of interest created by the fact that I am receiving certain shares of common stock from the Company as compensation for legal services, which shares are being registered under the Form S-8 registration statement for which this opinion is being provided. Very truly yours, By: /ss/ Thomas P. Raabe Thomas P. Raabe, Attorney at Law EX-23.1 3 CONSENT OF ATTORNEY CONSENT OF ATTORNEYS The Law Firm of Thomas P. Raabe, Attorney at Law hereby consents to the filing of the Opinion dated February 10, 1997 issued to the registrant as an exhibit to the Registration Statement on Form S-8. By: /ss/ Thomas P. Raabe Thomas P. Raabe, sole prop. EX-23.2 4 CONSENT OF ACCOUNTANT CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated November 10, 1996 accompanying the financial statements of Travis Industries, Inc. incorporated by reference in the Registration Statement Form S-8. We consent to the use of the aforementioned report in the Registration Statement. /s/ Schumacher & Associates, Inc. 12835 East Arapahoe Road Tower II, Suite 110-B Englewood, CO 80112 February 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----