SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
Studio Bromont, Inc.
(Exact Name of Registrant as Specified in Its Chapter)
Florida 95-4720231
------- ----------
(State of Incorporation) (I.R.S. Employer
Identification No.)
2300 W. Sahara, Ave., Suite 500
Las Vegas, NV 89102
(514) 788-4870
--------------
(Address and Telephone Number of Principal Executive Offices)
2003 STOCK OPTION PLAN OF STUDIO BROMONT, INC.
----------------------------------------------
(Full Title of the Plan)
Studio Bromont, Inc., Attention: Rodger Brulotte, President
2300 W. Sahara, Ave., Suite 500
Las Vegas, NV 89102
(702) 312-6255
--------------
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Offering Aggregate of Regis-
Title of Securities Amount to Price Per Offering stration
to be Registered be Registered Share (1) Price (1) Fee
------------------------------------------------------------------------------
Common Stock 1,000,000 $0.08 $ 80,000.00 $7.36
$0.001 par value Shares Per Share
================================================================================
(1) This registration statement covers the common stock issuable upon the
exercise of options issued under our 2003 Stock Option Plan of Studio
Bromont, Inc. to employees of the registrant.
(2) This registration statement shall also cover an indeterminable number of
additional shares of common stock which may become issuable under the Stock
Option Plan by reason of any stock dividend, stock split, re-capitalization
or any other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
registrant's outstanding shares of common stock.
(3) The Proposed Maximum Offering Price Per Share is calculated in accordance
with Rule 457(h) of the Securities Act of 1933, as amended, based upon the
exercise price of $0.08 per share of outstanding options to purchase
1,000,000 shares that have been issued under our 2003 Stock Option Plan of
Studio Bromont, Inc. The Proposed Aggregate Maximum Aggregate Offering
Price is based on the Proposed Maximum Offering Price Per Share times the
total number of shares of Common Stock to be registered. These amounts are
calculated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under Securities Act of 1933, as amended.
________________
Copies to:
Michael A. Cane
Cane & Company
2300 W. Sahara Ave., Suite 500
Las Vegas, Nevada 89102
(702) 312-6255
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, and Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by Studio Bromont, Inc. (the "Company"), with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(1) The Company's Annual Report filed on Form 10-KSB with the Securities
and Exchange Commission on May 22, 2003;
(2) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act subsequent to the filing of the Company's
Annual Report with the Securities and Exchange Commission on May 22,
2003.
(3) The description of the Company's Common Stock which is contained in
the Company's Form 10-SB Registration Statement, filed with the
Securities and Exchange Commission pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") originally on
October 13, 1999.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this Registration
Statement from the date of the filing of such reports and documents.
Any statement contained in an Incorporated Document 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 other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such 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.
The securities to be offered are registered under Section 12 of the Exchange Act
of 1934.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in
1
connection with the offering, a substantial interest, direct or indirect, in the
Company or any of its parents or subsidiaries. Nor was any such person connected
with the Company or any of its parents or subsidiaries as a promoter, managing
or principal underwriter, voting trustee, director, officer, or employee.
Bryn & Associates, independent legal counsel to the Company, has provided an
opinion regarding the due authorization and valid issuance of the shares of
Common Stock.
Item 6. Indemnification of Directors and Officers.
Article X of the Company's Articles of Incorporation, as filed on January 4,
1998 by the Company when it was named American Financial Services, provides "no
director or officer of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for breach of any duty owed to the
Corporation or its shareholders. In addition, the Corporation shall have the
power, in its By-Laws or in any resolution of its stockholders or directors, to
undertake to indemnify the officers and directors of this corporation against
any contingency or peril as may be determined to be in the best interests of
this corporation".
The bylaws of the Company provide that officers and directors shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Florida Business Corporation Act.
The Company may enter into indemnification agreements with its officers and
directors pursuant to which the Company agrees to indemnify each such
person for all expenses and liabilities, including criminal monetary judgments,
penalties and fines, incurred by such person in connection with any criminal or
civil action brought or threatened against such person by reason of such
person being or having been an officer, director, employee or agent of the
Company. Pursuant to Section 607.014 of the FGCA, in order to be entitled to
indemnification by the Company, such person must have acted in good faith and
in a manner such person believed to be in the best interests of the Company
and, with respect to criminal actions, such person must have had no
reasonable cause to believe his or her conduct was unlawful.
IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION FOR
LIABILITIES ARISING PURSUANT TO THE SECURITIES ACT OF 1933 IS CONTRARY TO PUBLIC
POLICY AND, THEREFORE, UNENFORCEABLE.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Document
------ -------------------------
5.1 Opinion Bryn & Associates, independent legal counsel, regarding the
due authorization and valid issuance of the shares of Common Stock,
with consent to use.
10.1 2003 Stock Option Plan
23.1 Consent of Andersen & Sellers, Independent Auditors
24.1 Power of Attorney (included on the signature page of this
registration statement).
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration:
2
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) 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; and
(3) 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 that paragraphs (a) (1) and (2) 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 Company pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(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.
(c) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 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 the 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 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 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 the 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 the counsel the matter has been settled by
controlling precedent, submit to the 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.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Studio Bromont, Inc., certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a 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 Montreal, P.Q., on this 11th day of June, 2003.
Studio Bromont, Inc.
By: /s/ Rodger Brulotte
______________________
Rodger Brulotte
Principal Executive Officer
Principal Accounting Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Rodger
Brulotte, as his true and lawful attorney-in-fact and agent with full power of
substitution and re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including post-effective amendments or any abbreviated registration statements
and any amendments thereto filed pursuant to Rule 462(b) increasing the number
of securities for which registration is sought) 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 full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully to all intents and
purposes as he might or could do in person hereby ratifying and confirming all
that said attorney-in-fact, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the date indicated.
Signature Title Date
--------- ----- ----
/s/ Rodger Brulotte Director
----------------------- Principal Executive Officer June 11, 2003
Rodger Brulotte Principal Accounting Officer
4