As filed with the Securities and Exchange Commission on _______, __, 2011
Registration No. 001-31540
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UnderThe Securities Act of l933
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
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(Exact name of issuer as specified in its charter)
Nevada 91-1922863
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(State of Incorporation) (IRS Employer Identification No.)
615 Discovery Street
Victoria, British Columbia, CANADA V8T 5G4
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(Address of Principal Executive Offices) (Zip Code)
Stock Option Plans
---------------
(Full Title of Plan)
Flexible Solutions International, Inc.
615 Discovery Street
Victoria, British Columbia
CANADA V8T 5G4
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(Name and address of agent for service)
(250) 477-9969
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(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to agent
for service to:
William T. Hart, Esq.
Hart & Trinen
l624 Washington Street
Denver, Colorado 80203
(303) 839-0061
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of securities Amount offering aggregate Amount of
Securities to to be price offering registration
be registered registered (1) per share (2) price fee
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fee
Common Stock issuable 248,000 $3.60 $ 892,800
upon exercise of stock 10,000 $3.25 32,500
options 149,000 $2.49 371,010
68,000 $2.49 169,320
120,000 $2.49 298,800
350,000 $2.49 871,500
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945,000 $2,635,930 $306.02
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(1) This Registration Statement also covers such additional number of shares,
presently undeterminable, as may become issuable upon the exercise of stock
options in the event of dividends, stock splits, recapitalizations or other
changes in the Company's common stock. The shares subject to this
registration statement reflect shares issuable pursuant to the stock option
plan, all of which may be reoffered in accordance with the provisions of
Form S-8.
(2) Pursuant to Rule 457(g), the proposed maximum offering price per share and
proposed maximum aggregate offering price are based upon the exercise
prices of the stock options.
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FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
Cross Reference Sheet Required Pursuant to Rule 404
PART I
INFORMATION REQUIRED IN PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described below is
not required to be filed with this Registration Statement.)
Item
No. Form S-8 Caption Caption in Prospectus
----- ---------------- ---------------------
1. Plan Information
(a) General Plan Information Stock Option Plans
(b) Securities to be Offered Stock Option Plans
(c) Employees who may Participate Stock Option Plans in
the Plan
(d) Purchase of Securities Pursuant Stock Option Plans
to the Plan and Payment for
Securities Offered
(e) Resale Restrictions Resale of Shares by
Affiliates
(f) Tax Effects of Plan Stock Option Plans
Participation
(g) Investment of Funds Not Applicable.
(h) Withdrawal from the Plan; Other Information
Assignment of Interest Regarding the Plans
(i) Forfeitures and Penalties Other Information
Regarding the Plans
(j) Charges and Deductions and Other Information
Liens Therefore Regarding the Plans
2. Registrant Information and Employee Available Information, Plan Annual
Information Documents Incorporated by Reference
3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 - Incorporation of Documents by Reference
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The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) Prospectus filed pursuant to Rule 424(b) on February 26, 2010.
(2) Annual report on Form 10-K the year ended December 31, 2010.
(3) Report on Form 8-K filed on April 6, 2011.
(4) Report on Form 8-K/A filed on April 8, 2011.
(5) Report on Form 8-K filed on April 11, 2011.
(6) Amended Annual Report on form 10-K/A for the year ended December 31,
2011 filed on April 20, 2011.
(7) Quarterly report on Form 10-Q for the quarter ended March 31, 2011.
(8) Report on Form 8-K filed on May 19, 2011.
(9) Definitive Proxy Statement on Schedule 14A filed on July 11, 2011.
(10) Amended Definitive Proxy Statement on Schedule 14/A filed on July 12,
2011.
All reports and documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment to this Registration Statement of
which this Prospectus is a part which indicates that all securities offered
hereby have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus and
to be a part thereof from the date of filing of such reports or documents.
Item 4 - Description of Securities
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Not required.
Item 5 - Interests of Named Experts and Counsel
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Not Applicable.
Item 6 - Indemnification of Directors and Officers
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The Bylaws of the Company provide in substance that the Company will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, fiduciary or agent of the
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Company, or is or was serving at the request of the Company as a director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person to the full extent permitted by the laws of the state of
Nevada; and that expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to the Company unless it
shall ultimately be determined that such person is entitled to be indemnified by
the Company as authorized in the Bylaws.
Item 7 - Exemption for Registration Claimed
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Not applicable.
Item 8 - Exhibits
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4 - Instruments Defining Rights of
Security Holders
(a) - Common Stock Incorporated by reference to
exhibit 3.1 filed as part of the
Company's Registration Statement
on Form 10-SB and to exhibit
3.2 filed as part of the Company's
Registration Statement on Form
S-3/A (File No. 333-124751).
(b) - Form of Stock Option Agreement _________________________________
5 - Opinion Regarding Legality __________________________________
l5 - Letter Regarding Unaudited Interim
Financial Information None
23 - Consent of Independent Public
Accountants and Attorneys __________________________________
24 - Power of Attorney Included in the signature page of
this Registration Statement
99 - Additional Exhibits
(Re-Offer Prospectus) __________________________________
5
Item 9 - Undertakings
---------------------
(a) 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:
(i) to include any prospectus required by Section l0(a)(3) of the
Securities Act of l933;
(ii) 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
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will
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 l3
or Section l5(d) of the Securities Act of l934
(2) That, for the purpose of determining any liability under the Securities
Act of l933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section l5(d) of the
Securities Exchange Act of l934) 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.
(c) Insofar as indemnification for 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 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
6
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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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Daniel B. O'Brien, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, 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 and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, 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 Victoria, British Columbia, on August 25, 2011.
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
By: /s/ Daniel B. O'Brien
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Daniel B. O'Brien, President, Principal
Accounting Officer and Principal Financial
Officer
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Daniel B. O'Brien Director August 25, 2011
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Daniel B. O'Brien
/s/ John H. Bientjes Director August 25, 2011
-------------------------
John H. Bientjes
/s/ Robert N. O'Brien Director August 25, 2011
-------------------------
Dr. Robert N. O'Brien
/s/ Dale Friend Director August 25, 2011
-------------------------
Dale Friend
8
FORM S-8 Flexible Solutions International, Inc.
615 Discovery Street
Victoria, British Columbia
Canada V8T 5G4
EXHIBITS
Exhibits
--------
4 - Instruments Defining Rights
of Security Holders
(a) - Common Stock Incorporated by reference to
exhibit 3.1 filed as part of the
Company's Registration Statement
on Form 10-SB and to exhibit 3.2
filed as part of the Company's
registration statement on Form
S-3/A (File No. 333-124751).
(b) -Form of Stock Option Agreement _________________________________
5 - Opinion Regarding Legality _________________________________
l5 - Letter Regarding Unaudited Interim
Financial Information None
23 - Consent of Independent Public
Accountants and Attorneys __________________________________
24 - Power of Attorney Included in the signature page of
this Registration Statement
99 - Additional Exhibits
(Re-Offer Prospectus) __________________________________