FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 88-0218411
(State or other jurisdiction of (I. R. S. Employment Number)
incorporation or organisation)
CONSULTANT STOCK ISSUED TO COUNSEL JOHN B. LOWY
(Full title of Plan)
R. BRUCE REEVES 340 GRANITE STREET, SUITE 200, MANCHESTER, NH 03102
(Name and Address of Agent for Service)
(603) 641-8443
(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
To be Registered Registered (1) Price per Share Offering Price Registration Fee
---------------------------------------------------------------------------------------------
Common Stock (1) 159,000 $ 0.22 $ 34,980.00 9.24
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan (s) Information.
The information required in Part I includes a copy of the agreement
with John B. Lowy dated November 15, 2001 representing services rendered for
shares in the Company.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the information requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports with
the Securities and Exchange Commission ("The Commission"). The documents listed
below are hereby incorporated by reference in this Registration Statement on
form S-8; and all documents subsequently filed by the Registrant pursuant to
Section 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 and remaining unsold, shall be deemed
to be incorporated herein by reference in this Registration Statement on Form
S-8, and shall be a part hereof from the date of the filings of such documents.
(a) The Registrant's annual report on Form 10-KSB for the fiscal year ended
June 30, 2001 and
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since June 30, 2001 and
(c) The description of the Common Stock, which is contained in the
registration statement filed under the Exchange Act, including any
amendment or report, filed for the purpose of updating such
description.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
The validity of the authorisation and issuance of the Common Stock will
be passed upon by John B. Lowy, P. C., Suite 403, 645 Fifth Avenue, New York,
New York 10022.
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Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who is, or is threatened to be made, a party
to any threatened, pending or completed action, suit or preceding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that such person is or was
an officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent or another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgements, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suite or
proceeding, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, has no reasonable cause to
believe his conduct was unlawful. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation. Here an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above; the corporation must indemnify him against the expenses,
which he actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under a corporation's by-laws, an
agreement, vote or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders 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 its stockholders, (ii) for acts of omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
Article EIGHT of the Registrant's Certificate of Incorporation, as
amended, sets forth the extent to which directors and officers of the Registrant
may be indemnified against liabilities which they incur in their capacities as
directors or officers of the Registrant. Article EIGHT also provides that
director or the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent such limitation is permitted by the Delaware General
Corporation Law.
Article V of the Company's By-laws provides as follows:
The corporation shall indemnify any and all of its Directors or
Officers or former Directors or Officers or any person who may have served at
its request as a Director or Officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made party, or they, by
reason of being or having been Directors of Officers or a Director or Officer of
the corporation, or of such other corporation, except, in relation to matters as
to which any such Director or Officer or former Director or Officer or person
shall be adjudged in such action, suits or proceedings to be liable for
negligence or misconduct, in the performance of duty. Such indemnification shall
not be deemed exclusive by any others' rights to which those indemnified may be
entitled, under By-law, agreement, vote of stockholder or otherwise.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
4.1 Certificate of Incorporation of the Registrant (1)
4.2 Amendment to Certificate of Incorporation of the Registrant changing
the name of the Corporation to Biorelease Corp (1) and subsequent
amendment to Certificate of Incorporation of the Registrant changing
the name of the Corporation to BRL Holdings, Inc. (2)
4.3 By-laws, as amended, of the Registrant (1)
OTHER EXHIBITS
4.4 The Consulting Agreement dated November 15, 2001 from the law
office of John B. Lowy describing the services performed for stock
registered hereunder.
--------------------------
(1) Previously filed with the Commission as an Exhibit to the
Registrant's Registration Statement on Form S-1, as amended, File No.
33-43976 that was originally filed with the Commission November 14,
1991.
(2) Previously filed with the Commission on Form 8-K that was
originally filed with the Commission on May 2, 2001.
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes to file during any
period in which offers or sales are being made, a post-effective
amendment to this Registration Statement 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.
2. The undersigned Registrant hereby undertakes 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.
3. The undersigned Registrant hereby undertakes 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.
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4. The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement related to the securities
offered therein, and the offering of such securities at such time shall
be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised 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 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 Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, 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 on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorised, in Manchester, New Hampshire, on
the date set forth below.
BRL Holdings, inc.
Dated: November 26, 2001 By: /s/ Richard F. Schubert
Richard F. Schubert, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ R. Bruce Reeves President and Principal Executive November 26, 2001
R. Bruce Reeves Officer and Director
/s/ Kevin T. McGuire Treasurer and Principal Financial Officer November 26, 2001
Kevin T. McGuire
/s/ Richard Whitney Director November 26, 2001
Richard Whitney
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in BRL Holdings, Inc. Form S-8
dated November 27, 2001 of our audit report dated August 22, 2001 on the
financial statements of BRL Holdings, Inc. as of and for the year ended June 30,
2001, which is included in BRL Holdings, Inc.'s Annual Report on Form 10-KSB for
the year ended June 30, 2001.
Good Swartz Brown & Berns LLP
Los Angeles, California
November 26, 2001
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We consent to the incorporation by reference in BRL Holdings, Inc. Form S-8
dated November 27, 2001 of our audit report dated October 13, 2000 on the
financial statements of BRL Holdings, Inc. as of and for the year ended June 30,
2000, which is included in BRL Holdings, Inc.'s Annual Report on Form 10-KSB for
the year ended June 30, 2001.
Ferrari and Associates, P. C.
Newbury Park, California
November 26, 2001
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LEGAL CONSULTING AGREEMENT
This Agreement is made and entered into as of the 15th day of November
2001 by and between JOHN B. LOWY, ESQ. ("JBL"), with principal offices at 645
Fifth Avenue, New York, NY 10022, and BRL Holdings, Inc., a Delaware corporation
(the "Company") with its principal office at 340 Granite Street, Suite 200,
Manchester, NH 03102.
WHEREAS, JBL rendered legal consulting services to the Company from
January 1, 2001 through November 15, 2001; and
WHEREAS, the parties hereto desire to memorialize JBL's services and
compensate JBL therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Purpose: The Company hereby recognizes and agrees that JBL has
rendered legal consulting advice to the Company specifically relating to
corporate representation, not of a capital raising or reverse merger nature
("Legal Consulting Services").
2. Compensation: As full consideration for the Legal Consulting
Services rendered by JBL to the Company for the aforesaid period, as recognized
in this Agreement, the Company hereby agrees to issue to JBL, 159,000 shares of
the Company's Common Stock (the "Shares"). JBL hereby acknowledges that the
aforementioned 159,000 Shares are in full payment for services rendered,
inclusive of services rendered in connection with the Annual Report on Form 10-K
of the Company.
3. Registration: The Company hereby agrees to immediately register the
Shares pursuant to a Registration Statement on Form S-8.
4. JBL is an Independent Contractor: JBL has performed the Legal
Consulting Services described herein as an independent contractor and not as an
employee of the Company or an affiliate thereof.
5. Miscellaneous;
(a) This Agreement between the Company and JBL constitutes the entire
agreement and understanding of the parties hereto, and supersedes any and all
previous agreement and understandings, whether oral or written, between the
parties with respect to the matters set for herein.
(b) Any notice or communication permitted or required hereunder shall
be in writing and shall be deemed sufficiently given if hand-delivered or sent
(i) postage prepaid by registered mail, return receipt requested, or (ii) by
facsimile, to the respective parties as set forth above, or to such other
address as either party may notify the other in writing.
(c) This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns.
(d) This Agreement may be executed in any number of counterparts, each
of which together shall constitute one and the same original document.
(e) No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
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(f) This Agreement shall be construed in accordance with and governed
by the laws of the State of New York, without giving effect to conflict of law
principles. The parties hereby agree that any dispute which may arise between
them arising out of or in connection with this Agreement shall be adjudicated
before a court located in New York, and they hereby submit to the exclusive
jurisdiction of the courts of the State of New York located in New York, New
York and of the federal courts of the State of New York located in New York, New
York and of the federal courts in the Southern District of New York with respect
to any action or legal proceeding commenced by any party, and irrevocably waive
any objections they now or hereafter may have respecting the venue of any such
action or proceeding brought in such a court or respecting the fact that such
court is an inconvenient forum, relating to or arising out of this Agreement,
and consent to the service of process in any such action or legal proceeding by
means of registered or certified mail, return receipt requested, in care of the
address set forth in the heading of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
/s/John B. Lowy
JOHN B. LOWY, ESQ.
BRL HOLDINGS, INC.
By: /s/R. Bruce Reeves
-------------------------
R. Bruce Reeves, CEO
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November 26, 2001
BRL Holdings, Inc.
340 Granite St., Suite 200
Manchester, NH 03102-4004
Gentlemen:
We have reviewed a Registration Statement on Form S-8 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission, relating to 159,000 shares of common stock, $.01 par value per share
(the "Shares") of BRL Holdings, Inc (the "Company"), which shares have been
issued pursuant to the Company's consulting agreement filed as an exhibit to the
Registration Statement (the "Agreement").
We have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments thereto, the Registration Statement
and originals, or copies certified to our satisfaction, of such records of
meetings written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other documents and
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance under the Agreement,
and the Shares, when issued against payment therefor in accordance with the
terms of the Agreement, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
JBL:ah John B. Lowy, P.C.