As filed with the Securities and Exchange
Commission on November 23, 2005
Registration No. 000-25909
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 Registration under the Securities Act of 1933
AUSTRALIAN FOREST INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 4/95 Salmon Street 86-0931332
Port Melbourne
Victoria
Australia 3207
(State or other jurisdiction (Address of Principal (I.R.S. Employer
of incorporation or Executive Offices) Identification No.)
organization)
Consulting
Shares Issued For Services
(full title of the plan)
Rubin, Bailin, Ortoli, Mayer & Baker LLP
405 Park Avenue
New York, New York 10022
Attn: William S. Rosenstadt
(name and address of agent for service)
Copies to:
Rubin, Bailin, Ortoli, Mayer & Baker LLP
405 Park Avenue
New York, New York 10022
212/935-0900
Approximate date of proposed sale to the public: Upon the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
------------------------ ------------------ -------------------- ----------------------- ---------------------
Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (3)(4) offering price per aggregate offering registration fee (1)
share (1)(2) price
------------------------ ------------------ -------------------- ----------------------- ---------------------
------------------------ ------------------ -------------------- ----------------------- ---------------------
Common Stock, $.001 8,000,000 $1.38 $11,040,000 $1299.41
par value
------------------------ ------------------ -------------------- ----------------------- ---------------------
(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our Common Stock on November 28, 2005 a date within
five (5) days prior to the date of filing of this registration statement, as
reported by the OTC Electronic Bulletin Board.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Represents the maximum number of shares that may be issued under the
above-named Consulting Agreement.
(4) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable pursuant to this Registration Statement by reason of
any stock dividend, stock split, recapitalization 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.
Documents Incorporated by Reference |X| Yes |_| No
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement and made a part hereof:
(a) The Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2005, June 30, 2005 and September 30, 2005 and filed pursuant to Section
15(d) of the 1934 Act.
(b) The Company's Annual Report on Form 10-KSB for the year ended December 31,
2004 and filed pursuant to Section 15(d) of the 1934 Act.
(c) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after
today's date and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in this registration
statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Our Certificate of Incorporation and By-laws provide that we shall indemnify to
the fullest extent permitted by Nevada law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Nevada law, of personal liability of our
directors and our stockholders for monetary damages for breach of fiduciary duty
as directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us 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, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
4.1 Agreement between Jeffrey Reade and us dated August 8, 2004.
5.1 Consent and Opinion of Rubin, Bailin, Ortoli, Mayer & Baker LLP.
23.1 Consent of Meyler & Company, LLC.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) 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
(c) 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 (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraphs is contained in
periodic reports filed by us pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 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.
(4) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) 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.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.
(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify 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, there unto duly authorized, in the City of
Port Melbourne, Australia, United Kingdom, on November 28, 2005.
AUSTRALIAN FOREST INDUSTRIES, INC.
By: /s/ Michael Timms
----------------------------
Michael Timms
Chief Executive Officer,
President and Chairman
By: /s/ Colin Baird
----------------------------
Chief Financial Officer, Director
By: /s/ Roger Timms
----------------------------
Executive Vice-President,
Director