As filed with the Securities and Exchange Commission on June 25, 2004
Registration Statement No. 333-________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARIES VENTURES INC.
(Exact name of Registrant as specified in its Charter)
NEVADA 84-0987840
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
28720 Canwood Street, Suite 207
Agoura Hills, California 91301
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(Address of principal executive offices) (Zip Code)
MANAGEMENT INCENTIVE STOCK OPTION PLAN
EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
Robert N. Weingarten
28720 Canwood Street, Suite 207
Agoura Hills, California 91301
(818) 879-6501
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class of Registered(1) Offering Price Aggregate Registration
Securities to be Per Share(2) Offering(2) Fee
Registered
---------------- ------------- --------------- ---------------- ------------
Common Stock 600,640 $0.31 $186,199 $23.60
(1) Pursuant to Rule 416, shares issuable as a result of any stock split, stock
dividend or similar transaction with respect to these shares are also being
registered hereunder.
(2) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 457(c) and 457(h)(1), the offering price and registration fee
are computed on the basis of the average of the high and low price of the common
stock on the OTC Pink Sheets on June 24, 2004.
1.
EXPLANATORY NOTE
The shares being registered are the underlying common stock issuable upon
exercise of options granted and to be granted under the Registrant's Management
Incentive Stock Option Plan and Employee Stock Option Plan.
2.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Plan Information omitted as permitted.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not Applicable.
3.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Registration Statement the
following documents previously filed by the Company with the Securities and
Exchange Commission:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2003.
(2) The Company's Quarterly Reports on Form 10-QSB for the three months ended
December 31, 2003 and March 31, 2004.
(3) The description of the Company's Common Stock contained in the Current
Reports on Form 8-K filed by the Company with the Securities and Exchange
Commission on April 13, 2000 and May 23, 2000, including any amendment or report
filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement and 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 a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be 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 other
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.
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 Company's articles of incorporation and bylaws provide that the Company
shall, to the fullest extent permitted by Nevada Revised Statutes section
78.751, indemnify all persons that it has the power to indemnify under that
section against all expenses, liabilities or other matters covered by that
section, and that this indemnification is not exclusive of any other
indemnification rights to which those persons may be entitled. Indemnification
under this provision is as to action both in an official capacity and in another
capacity while holding office. Indemnification continues as to a person who has
ceased to be a director, officer, employee or agent and extends to the benefit
of the heirs, executors and administrators of such person. Section 78-751 of the
Nevada Revised Statutes provides that the expenses of the Company's officers and
directors incurred in defending a civil or criminal action, suit or proceeding
must be paid by it 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 such person is not entitled
to indemnification.
4.
The Company's articles of incorporation also provide that a director of Aries
Ventures Inc. shall not be liable to it, or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent
exemption from or limitation on liability is not permitted under the Nevada
Revised Statutes. Any amendment, modification or repeal of this provision by the
Company's stockholders would not adversely affect any right or protection of a
director of Aries Ventures Inc. in respect of any act or omission occurring
prior to the time of such amendment, modification or repeal. The Company's
articles of incorporation do not, however, eliminate or limit a director's
liability for any act or omission involving intentional misconduct, fraud or a
knowing violation of law, or the payment of unlawful distributions to
stockholders. Furthermore, they do not limit liability for claims against a
director arising out of such person's her role as an officer or in any other
capacity, nor would it affect the director's responsibilities under the federal
securities laws or any other law. However, the Company has purchased directors
and officer's liability insurance to protect its directors and executive
officers against liability under circumstances specified in the policy.
To the extent indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Aries
Ventures Inc. under 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 Securities Act and
is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following documents are filed as exhibits to this Registration Statement:
4.2 Management Incentive Stock Option Plan.
4.3 Employee Stock Option Plan.
5.1 Opinion of William B. Barnett, Esq.
23.1 Consent of Weinberg & Company, P.A.
23.2 Consent of William B. Barnett, Esq. (included in the opinion filed
herewith as Exhibit 5.1).
ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to include any
additional or charged material information on the plan of distribution;
(2) For determining liability under the Securities Act of 1933, to treat each
such post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering thereof; and
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
5.
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 Agoura Hills, California, on June 24, 2004.
ARIES VENTURES INC.
By: /s/ Robert N. Weingarten
-----------------------------------
Robert N. Weingarten
President
DATE SIGNATURE TITLE
June 24, 2004 /s/ Robert N. Weingarten President and
------------------------ Chief Financial Officer
Robert N. Weingarten
June 24, 2004 /s/ Mark S. Zucker Chairman of the Board of Directors
------------------------
Mark S. Zucker
June 24, 2004 /s/ Divo Milan Director
------------------------
Divo Milan
June 24, 2004 /s/ Selwyn Kossuth Director
------------------------
Selwyn Kossuth
6.
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
4.2 Management Incentive Stock Option Plan.
4.3 Employee Stock Option Plan.
5.1 Opinion of William B. Barnett, Esq.
23.1 Consent of Weinberg & Company, P.A.
23.2 Consent of William B. Barnett, Esq. (included in the opinion filed
herewith as Exhibit 5.1).
7.
EXHIBIT 5.1
June 24, 2004
Aries Ventures Inc.
28720 Canwood Street, Suite 207
Agoura Hills, California 91301
Re: Registration Statement on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed by you with the Securities and Exchange Commission (the
"Commission") on June 25, 2004, in connection with the registration under the
Securities Act of 1933, as amended, of a total of 600,640 shares of your Common
Stock (the "Shares") to be issued upon exercise of options granted and to be
granted under your Management Incentive Stock Option Plan and Employee Stock
Option Plan. As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale and issuance of the Shares.
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken in connection with the issuance
of the Shares, and upon completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the securities
laws of the various states where required, the Shares when issued and sold in
the manner described in the Registration Statement will be legally and validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
LAW OFFICES OF WILLIAM B. BARNETT
By: /s/ William B. Barnett
8.
EXHIBIT 23.1
Weinberg & Company, P.A.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated as of December 17, 2003, which appears
in the Aries Ventures Inc. Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2003, which is incorporated herein by reference.
By: /s/ Weinberg & Company, P.A.
----------------------------
Weinberg & Company, P.A.
Certified Public Accounts
Boca Raton, Florida
June 21, 2004
9.
End of Filing