SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL WIRELESS, INC.
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(Exact name of registrant as specified in its charter)
Maryland 36-4286069
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
120 Presidential Way, Suite 310, Woburn, Massachuetts 01801 (781) 939-7252
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(Address and telephone number of principal executive offices)
Martina Sarkar Consulting Agreement
Colin Pillay Consulting Agreement
Norman Zheutlin, M.D. Consulting Agreement
Maimon Leavitt Consulting Agreement
Simon Pelman Consulting Agreement
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(Full title of the plans)
Jerry Gruenbaum, Esq.
General Counsel
International Wireless, Inc.
120 Presidential Way, Suite 310
Woburn, Massachusetts 01801
(860) 763-4222
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Amount to be Proposed Offering Proposed Aggregate Amount of Registration
to be Registered Registered Price Per Share Offering Price Fee
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Articles of Amendment
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Shares of Common Stock,
..009 par value . . . . . . . . . . 650,000 $ 1.30(1) $ 845,000 $ 77.74
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Shares of Common Stock,
..009 par value . . . . . . . . . . 150,000 $ 2.07(2) $ 310,500 $ 28.57
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Total Registration Fee $ 106.31
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(1) Pursuant to Rule 457(h)(1), estimated solely for the purpose of
calculating the registration fee. The proposed maximum offering price per share
is based on options to purchase an aggregate of 650,000 shares of Common Stock
at an exercise price of $.40 per share in consideration for consulting fees in
the aggregate amount of $586,250.
(2) Pursuant to Rule 457(h)(1), estimated solely for the purpose of
calculating the registration fee. The proposed maximum offering price per share
is based on an option to purchase 150,000 shares of Common Stock at an exercise
price of $.46 per share in consideration for consulting fees in the amount of
$241,500.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Incorporation Of Documents By Reference.
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We incorporate by reference the following documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the termination of the
offering:
(a) The Corporation's Annual Report on form 10-KSB for the fiscal year
ended December 31, 2001, filed on April 16, 2002;
(b) The Corporation's Current Reports on Form 8-K, filed on April 12,
2002, April 8, 2002, March 27, 2002, March 12, 2002, January 31, 2002
and January 17, 2002;
(c) Description of the Corporation's Common Stock contained in the
Corporation's Registration Statement on Form 10-A filed with the SEC
on January 14, 2000, and all amendments or reports filed for the
purpose of updating such description; and
(d) All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered 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
part hereof for the date of filing such documents.
Any statement contained in a document or incorporated or deemed to be
incorporated by reference 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 document which also is or is deemed to be
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. All
information in this registration statement is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding statement.
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ITEM 4 Description Of Securities.
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Not applicable; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5 Interest Of Named Experts And Counsel.
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Attorney Jerry Gruenbaum has an option to purchase 15,000 shares of the
Registrant at $0.40 per share, increased monthly by an additional 5,000 shares
per month up to a total of 60,000 shares. To date, Attorney Gruenbaum has not
exercised any of his options.
ITEM 6 Indemnification Of Officers And Directors.
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Under the Corporation's Articles of Incorporation and Bylaws, the
Corporation may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of his position, if he acted in good
faith and in a matter he reasonably believed to be in the Company's best
interest. We may advance expenses incurred in defending a proceeding. To the
extent that the officer or director is successful on the merits in a proceeding
as to which he is to be indemnified, the Corporation must indemnify him against
all expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. This indemnification is intended to be to the fullest
extent permitted by the laws of the State of Maryland.
The officers and directors of the Corporation are accountable to the
Corporation as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Corporation's affairs. A
shareholder may be able to institute legal action on behalf of himself and all
others similarly stated shareholders to recover damages where the Corporation
has failed or refused to observe the law.
Regarding indemnification for liabilities arising under the Securities Act
of 1933 (the "Act"), which may be permitted to directors or officers under
Maryland law, the Corporation is informed that, in the opinion of the Securities
and Exchange Commission, indemnification is against public policy, as expressed
in the Act and is, therefore, unenforceable.
The Corporation has entered into agreements with certain of its directors
and officers that require the Corporation to indemnify such person to the
fullest extent permitted by the Articles of Incorporation, the Bylaws,
resolution of the Board of Directors or under Maryland law against all cost,
expense, liability and loss incurred in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director, officer, employee or agent of
the Corporation or any entity at the request of the Corporation. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder. In addition, the
Corporation maintains, and is required to maintain pursuant to such
indemnification agreements, director and officer liability insurance.
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At present, there is no litigation pending, and the Registrant does not
know of any threatened litigation, which might result in a claim for
indemnification by any director or officer.
ITEM 7 Exemption From Registration Claimed.
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Not applicable.
ITEM 8. Exhibits.
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NUMBER DESCRIPTION OF EXHIBIT
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5.1 Opinion of Jerry Gruenbaum, Esq.
10.1 Consulting Agreement, by and between the Corporation and
Martina Sarkar, dated March 15, 2002.
10.2 Consulting Agreement, by and between the Corporation and
Colin Pillay, dated March 15, 2002.
10.3 Consulting Agreement, by and between the Corporation and
Norman Zheutlin, M.D., dated February 25, 2002.
10.4 Consulting Agreement, by and between the Corporation and
Maimon Leavitt, dated February 23, 2002.
10.5 Consulting Agreement, by and between the Corporation and
Simon Pelman, dated December 21, 2001.
10.6 Consulting Agreement Amendment, by and between the
Corporation and Simon Pelman, dated April 17, 2002.
23.1 Consent of Marcum & Kliegman LLP.
23.2 Consent of Jerry Gruenbaum, Esq. (included in Exhibit 5.1)
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ITEM 9. Undertakings.
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1. The undersigned, Corporation, hereby undertakes:
(a) To file, during any period in which the Company offers or sells
securities, a post-effective amendment(s) to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii. To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and
iii. To include any additional or changed 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 1(a)(i) and 1(a)(ii) do not apply if the
information required to be included in a post-effective, amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(b) 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; and
(c) 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.
2. 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 offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission (the "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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 of 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.
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SIGNATURES
The Registrant. 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 Woburn, Commonwealth of Massachusetts on April
25, 2002.
SIGNATURES
INTERNATIONAL WIRELESS, INC.
By: /s/Michael Dewar
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Michael Dewar, 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
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/s/ Michael Dewar Acting President and Chief April 25, 2002
--------------------- Executive Officer, Chief Operating
Michael Dewar Officer and Director
/s/ Adam J. Cogley Treasurer and Corporate Comptroller April 25, 2002
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Adam J. Cogley
/s/ Ira W. Weiss Chairman of the Board April 25, 2002
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Ira W. Weiss
/s/ Adam D. Young Director April 25, 2002
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Adam D. Young