AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2005
Registration no. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EUROTRUST A/S
(Exact name of registrant as specified in its charter)
KINGDOM OF DENMARK
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
Poppelgaardvej 11-13
2860 Soeborg
Denmark
(Address, including zip code, of
registrant's principal executive offices)
EUROTRUST A/S EMPLOYEE AND DIRECTOR SUBSCRIPTION OPTION PLAN
(Full title of the plan)
George Lander, Esq.
Morse, Zelnick,
Rose & Lander
405 Park Avenue
New York, NY 10022
(Name and address of agent for service)
212-838-4175
(Telephone number, including area code, of agent for service)
COPIES TO:
Soren Degn
EuroTrust A/S
Poppelgaardvej 11-13
2860 Soeborg
Denmark
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share (2) Price Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, represented by 500,000 shares $5.93 $2,965,000 $349.00
American Depositary Shares (1)
---------------------------------------------------------------------------------------------------------------------------
(1) The American Depositary Shares are evidenced by American Depositary
Receipts. Each American Depositary Share represents one Ordinary Share, nominal
value DKK 7.50 of EuroTrust, A/S (the "Registrant"), and each American
Depositary Receipt represents one American Depositary Share. The American
Depositary Receipts are traded on the Nasdaq SmallCap Market under the symbol
"Euro". The Ordinary Shares, represented by American Depositary Shares, of the
Registrant are being registered for issuance pursuant to the EuroTrust A/S
Employee and Director Subscription Option Plan (the "Plan"). In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate number of additional Ordinary Shares as may be
required to be issued in the event of an adjustment as a result of an increase
in the number of issued Ordinary Shares resulting from a subdivision of such
shares, stock dividends or certain other capital adjustments.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities
Act of 1933. Such estimate has been computed based on the average of the high
and low sales prices on the Nasdaq SmallCap Market on June 1, 2005 for the
American Depositary Receipts of EuroTrust A/S.
PART I
EXPLANATORY NOTE
This Registration Statement relates to Ordinary Shares of EuroTrust A/S that
may be issued and sold under the EuroTrust A/S Employee and Director
Subscription Option Plan (the "Plan").
This Registration Statement contains two parts. The first part contains a
prospectus prepared in accordance with Part I of Form F-3 (in accordance with
Instruction C of the General Instructions to Form S-8) which covers reoffers and
resales of Ordinary Shares issued pursuant to the Plan. Pursuant to Instruction
C of Form S-8, the reoffer prospectus may be used for reoffers or resales of
ordinary shares which may be deemed to be "control securities" under the
Securities Act of 1933 (the "Securities Act") and the rules and regulations
promulgated thereunder that have been acquired by the selling shareholders
identified in the reoffer prospectus. The number of Ordinary Shares included in
the reoffer prospectus represents the total number of Ordinary Shares that may
be acquired by the selling shareholders upon vesting of awards under the Plan
and does not necessarily represent a present intention to sell all such Ordinary
Shares. The second part contains information required in the Registration
Statement pursuant to Part II of Form S-8. Pursuant to the Introductory Note to
Part I of Form S-8, the Scheme information specified by Part I of Form S-8 does
not need to be filed with the Securities and Exchange Commission (the
"Commission").
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be
sent or given to the employees and directors as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
REOFFER PROSPECTUS
EUROTRUST A/S
ORDINARY SHARES
16,666 ORDINARY SHARES OF EUROTRUST A/S, AS MAY BE REPRESENTED BY
16,666 AMERICAN DEPOSITARY SHARES, ISSUED OR ISSUABLE UNDER
THE EUROTRUST A/S EMPLOYEE AND DIRECTOR SUBSCRIPTION OPTION PLAN
This prospectus relates to the offer and sale of our Ordinary Shares, as may be
represented by American Depositary Shares, which may be offered hereby from time
to time by any or all of the selling shareholders named herein for their own
benefit.
All or a portion of the common shares offered hereby may be offered for sale,
from time to time, through the Nasdaq SmallCap Market or otherwise, at prices
and terms then obtainable. All brokers' commissions, concessions or discounts
will be paid by the selling shareholders. We will not receive any of the
proceeds from sales by selling shareholders.
The selling shareholders and brokers through whom sales of the common shares are
made may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act of 1933. In addition, any profits realized by the selling
shareholders or such brokers on the sale of the common shares may be deemed to
be underwriting commissions under the Securities Act.
Our American Depositary Receipts are traded on the Nasdaq SmallCap Market under
the symbol "EURO". The last reported sale price of the common shares on the
Nasdaq SmallCap Market on June 1, 2005 was $5.90 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is June 7, 2005
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 1
THE COMPANY 1
RISK FACTORS 1
USE OF PROCEEDS 1
SELLING SHAREHOLDERS 2
PLAN OF DISTRIBUTION 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 3
LEGAL MATTERS 3
EXPERTS 4
SEC POSITION ON INDEMNIFICATION 4
AVAILABLE INFORMATION
We file annual, quarterly and current reports and other information with the
Securities and Exchange Commission. We have also filed with the SEC a
registration statement on Form S-8 to register the common shares offered by this
prospectus. This prospectus, which forms a part of the registration statement,
does not contain all of the information included in the registration statement.
For further information about us and the securities offered in this prospectus,
you should refer to the registration statement and its exhibits.
You may read and copy any document we file with the SEC at the SEC's Public
Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and may obtain copies of these documents at the SEC's offices in New York,
New York and Chicago, Illinois, at prescribed rates. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. We file our
SEC materials electronically with the SEC, so you can also review our filings by
accessing the website maintained by the SEC at http://www.sec.gov. This site
contains reports, proxy information statements and other information regarding
issuers that file electronically with the SEC.
No dealer, salesperson or other person is authorized to give any information or
to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell
or to buy only the shares offered by this prospectus, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only to the date of this prospectus.
THE COMPANY
EuroTrust A/S was formed in Denmark in 1986. Our executive offices are located
at Poppelgaardvej 11-13, 2860 Soeborg, Denmark; telephone number: +45 39 54 00
00.
RISK FACTORS
BEFORE MAKING AN INVESTMENT IN OUR SECURITIES, YOU SHOULD CONSIDER
CAREFULLY THE RISK FACTORS DESCRIBED IN THE ANNUAL REPORT ON FORM 20-F
FOR THE FISCAL YEAR 2004 AND ALL OUR SUBSEQUENT REPORTS FILED ON FORM
20-F (ALL OF WHICH ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS),
AS WELL AS OTHER INFORMATION CONTAINED IN THIS REOFFER PROSPECTUS, OR
CONTAINED IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS REOFFER
PROSPECTUS. THESE RISK FACTORS CURRENTLY HAVE OR MAY IN THE FUTURE HAVE
A SIGNIFICANT IMPACT ON OUR BUSINESS, OPERATING RESULTS OR FINANCIAL
CONDITION. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED
IN THE FORWARD- LOOKING STATEMENTS CONTAINED IN OUR FORM 20-F AS A
RESULT OF THOSE RISK FACTORS.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common shares offered by
this prospectus. All proceeds will be received by the selling shareholders.
1
SELLING SHAREHOLDERS
Under our EuroTrust A/S Employee and Director Subscription Option Plan (the
"Plan"), there are available a total of 500,000 Ordinary Shares as may be
represented by American Depositary Shares for issuance to our and our
subsidiaries' employees and directors. The common shares to which this
prospectus relates are being registered for reoffers and resales by selling
shareholders who may acquire, or have acquired, such shares pursuant to the
Plan. The following table sets forth information as of May 20, 2005 with respect
to the beneficial ownership of our Ordinary Shares and common stock before the
offering by the selling security holders. As we have no way of knowing in
advance the number of Ordinary Shares that may be issued pursuant to the
exercise of stock options, the table of Beneficial Ownership reflects the
ownership by selling shareholders as if they had exercised all outstanding
options acquired under the Plan. At present, only one director is listed as a
selling shareholder. In future, other individuals may receive Ordinary Shares
under the Plan, and the number of selling shareholders may increase or decrease.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Common shares relating to options currently
exercisable or exercisable within 60 days of May 20, 2005 are deemed outstanding
for computing the percentage of the person holding such securities but are not
deemed outstanding for computing the percentage of any other person. Except as
indicated by footnote, and subject to community property laws where applicable,
the persons named in the table above have sole voting and investment power with
respect to all shares shown as beneficially owned by them. As of May 20, 2005,
5,108,267 ordinary shares were issued, including no treasury shares. Beneficial
ownership percentages are calculated based on 5,108,267 ordinary shares issued
and outstanding as of May 20, 2005. Of the amount issued, ordinary shares have
been deposited and American Depositary Shares issued under our Deposit Agreement
with The Bank of New York.
The Ordinary Shares being offered under this prospectus may be offered for sale
from time to time during the period the registration statement of which this
prospectus is a part remains effective, by or for the accounts of the selling
security holders. All of the Ordinary Shares being offered under this prospectus
will be issued under the Plan.
ORDINARY
SHARES AND
AMERICAN
DEPOSITARY
SHARES SHARES TO BE PERCENTAGE OF
BENEFICIALLY OWNED COMMON STOCK
OWNED BEFORE NUMBER OF SHARES AFTER THE OWNED AFTER THE
SELLING STOCKHOLDER THE OFFERING (1) THAT MAY BE SOLD OFFERING OFFERING
------------------- ---------------- ---------------- ------------ ---------------
John J. Stuart, Jr. 180,000 (2) 16,666 163,334 3.19
c/o Irvine Sensors Corporation ordinary shares
3001 Red Hill Road 180,000
Building 3-108 American
Costa Mesa, CA 92626 Depositary
Shares
We may supplement this table to reflect additional awards made under the Plan to
the named individual or to others.
(1) Based on ownership as of May 20, 2005. Includes American Depositary Shares
issuable to the named individuals upon exercise of currently outstanding
options under the Plan, whether or not presently exercisable.
(2) Includes an aggregate of (i) 38,333 currently exercisable options to
purchase ordinary shares, at an exercise price of $1.50 per share,
expiring on February 3, 2008, (ii) 25,000 currently exercisable options to
purchase ordinary shares, at an exercise price of $3.76 per share,
expiring on May 12, 2009 and (iii) 100,000 currently exercisable options
to purchase ordinary shares at an exercise price of $4.75 per share,
expiring on April 20, 2015.
2
PLAN OF DISTRIBUTION
The selling shareholders may sell Ordinary Shares through dealers, through
agents or directly to one or more purchasers. The distribution of the common
shares may be effected from time to time in one or more transactions (which may
involve crosses or block transactions):
o on any national stock exchanges on which the common shares may be
traded from time to time in transactions which may include special
offerings, exchange distributions and/or secondary distributions
pursuant to and in accordance with the rules of such exchanges,
o in the over-the-counter market, or
o in transactions other than on such exchanges or in the over-the-counter
market, or a combination of such transactions.
Any such transaction may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The selling shareholders may effect such transactions by
selling common shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders and/or commissions from purchasers of common shares for
whom they may act as agent. The selling shareholders and any broker-dealers or
agents that participate in the distribution of common shares by them might be
deemed to be underwriters, and any discounts, commissions or concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with
them, which means we can disclose important information to you by referring you
to those documents. The information included in the following documents is
incorporated by reference and is considered to be a part of this prospectus. The
most recent information that we file with the SEC automatically updates and
supersedes more dated information. We have previously filed the following
documents with the SEC and are incorporating them by reference into this
prospectus:
1. Our Annual Report on Form 20-F for the year ended December 31, 2004
filed on June 3, 2005; and
2. all documents subsequently filed by us pursuant to Section 13(a), 13(c)
or 15(d) of the Exchange Act prior to the filing of a post-effective amendment
that indicates all common shares offered have been sold, or that deregisters all
common shares then remaining unsold. Any statement in a document incorporated or
deemed to be incorporated by reference into this prospectus shall be deemed to
be modified or superseded for the purposes of this prospectus to the extent that
a statement contained in this prospectus or in any other subsequently filed
document which also is or deemed to be incorporated by reference in this
prospectus 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 prospectus.
We will provide without charge to each person, including any person having a
control relationship with that person, to whom a prospectus is delivered, a copy
of any or all of the information that has been incorporated by reference in this
prospectus but not delivered with this prospectus. If you would like to obtain
this information from us, please direct your request, either in writing or by
telephone, to:
EuroTrust A/S
Poppelgaardvej 11-13
2860 Soeborg, Denmark
Telephone number: +45 39 54 00 00.
LEGAL MATTERS
The validity of the American Depositary Shares offered hereby will be passed
upon for us by Nemeth & Sigetty A/S, Copenhagen, Denmark.
3
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 20-F for the year ended December 31, 2004 have been so
incorporated in reliance on the report of Gregory & Eldredge, LLC, an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
SEC POSITION ON INDEMNIFICATION
Under the Danish Act on Limited Companies, our directors and officers, who are
registered as managers with the Danish Commerce and Companies Agency, are liable
for losses caused deliberately or by negligence in connection with the
performance of their duties to us and to third parties. Officers not so
registered are indemnified by us under applicable Danish law in respect of
actions taken by them in their official capacity. Insofar as indemnification for
liabilities under the Securities Act of 1933, as amended, may be permitted to
our directors, officers or controlling persons as set forth above, we have been
informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
See section of prospectus entitled "Incorporation of Certain Documents by
Reference".
ITEM 4. DESCRIPTION OF SECURITIES
We are registering ordinary shares, nominal value DKK 7.50. The share capital of
the company is Danish kroner thirty-four million six thousand one hundred and
twelve 50/100, divided into shares of DKK 7.50 (DKK 34,006,112.50). At June 1,
2005 we had 5,108,267 ordinary shares outstanding. The share capital is fully
paid up. The shares are issued to bearer, but may be registered in the name of
the holder in the company's register of shareholders. Any dividends are payable
to the shareholders or right owners registered in the securities centre. The
company's shares are negotiable instruments. No shareholder is under an
obligation to have his shares redeemed in whole or in part. No share confers any
special rights upon its holder. We have never paid cash dividends on our
ordinary shares. There are no governmental laws, decrees or regulations of the
Kingdom of Denmark that restrict the export or import of capital (including,
without limitation, foreign exchange controls), or that affect the remittance of
dividends, interest or other payments to nonresident holders of ordinary shares.
There are no limitations imposed by the laws of the Kingdom of Denmark or our
Articles of Association on the right of nonresident or foreign holders to hold
or vote ordinary shares.
Our ordinary shares are not traded on any stock exchange or over-the-counter
market. However, our ordinary shares are represented by American Depositary
Shares ("ADS"s), each representing six ordinary shares. Our ADSs are traded on
the Nasdaq SmallCap Market under the symbol "EURO". Ordinary shares have been
deposited and ADSs issued under our Deposit Agreement with The Bank of New York.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the American Depositary Shares to be offered hereunder has been
passed upon for us by Nemeth & Sigetty A/S, Copenhagen,, Denmark. As of the date
of this prospectus, any interest of counsel in the securities registered hereby
is not substantial.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except to the extent indicated below, neither our Articles of
Association nor any contract or other arrangement to which we are a party
contains any provision under which any of our directors, members of management
or officers are insured or indemnified in any manner against any liability that
he or she may incur in his or her capacity as a director or an officer.
We have obtained an insurance policy under which our directors and
officers are insured against losses arising from their acts or omissions in
their capacities as directors or officers up to DKK 40 million. This policy has
a DKK 50,000 deductible.
Under the Danish Act on Limited Companies, our directors and officers,
who are registered as managers with the Danish Commerce and Companies Agency,
are liable for losses caused deliberately or by negligence in connection with
the performance of their duties to us and to third parties. Officers not so
registered are indemnified by us under applicable Danish law in respect of
actions taken by them in their official capacity.
Insofar as indemnification for liabilities under the Securities Act of
1933, as amended, may be permitted to our directors, officers or controlling
persons as set forth above, we have been informed that in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The outstanding securities to be resold under this registration statement were
sold by EuroTrust A/S in transactions that were exempt from the registration
requirements of the Securities Act either (i) pursuant to Section 4(2) of the
Securities Act, or (ii) with respect to issuances to officers or directors, Rule
701, promulgated under Section 3(b) of the Securities Act, as transactions by an
issuer not involving a public offering or transactions pursuant to compensatory
benefit plans and contracts relating to compensation as provided under Rule 701.
ITEM 8. EXHIBITS
3.1 Amended Articles of Association of the Registrant, as of
December 6, 2001 (1)
3.2 Rules of Procedures of the Registrant, as amended (2)
4.1 EuroTrust A/S 2005 Employee Stock Purchase Plan(3)
5.1 Opinion of Nemeth & Sigetty A/S*
23.1 Consent of Gregory & Eldredge, LLC *
23.2 Consent of Nemeth & Sigetty A/S (included in Exhibit 5 to this
Registration Statement)
24.1 Power of Attorney (included in signature page to this
Registration Statement)
-------------
* Included herewith.
(1) Filed as an exhibit to the Company's Annual Report on Form 20-F, filed
on June 27, 2002, and incorporated by reference herein.
(2) Filed as an exhibit to the Company's original filing of the
Registration Statement on Form F-1 (File No. 333-7092), filed on June
20, 1997, and incorporated by reference herein.
(3) Filed as an exhibit to the Company's Annual Report on Form 20-F, filed
on June 3, 2005, and incorporated by reference herein.
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 10(a)(3) of the Securities
act;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(iii) 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 (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities 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; and
(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 liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 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.
(c) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 annual
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of S0borg, Denmark, on June 7, 2005.
EUROTRUST A/S
By: /s/ Aldo M.N. Petersen
-----------------------------------
Aldo M.N. Petersen
Chief Executive Officer
(Principal Executive Officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George Lander, Esq. as such person's true and
lawful attorneys-in-fact and agents, with full power of substitution and
revocation, for such person and in such person's name, place and stead, in any
and all capacities (until revoked in writing), to sign any and all amendments
(including post-effective amendments) to this registration statement and to file
the same with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, 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 by the following persons in the capacities indicated
effective June 7, 2005:
/s/ Aldo M. N. Petersen
-----------------------------------
Aldo M. N. Petersen Director and Chief Executive Officer
(Principal Executive Officer)
/s/ Soren Degn Soren Degn
----------------------------------- Chief Financial Officer
Soren Degn (Principal Financial and Accounting Officer)
Director
-----------------------------------
Karoly Laszlo Nemeth
/s/ John J. Stuart, Jr. Director
-----------------------------------
John J. Stuart, Jr.
/s/ Robert M. Gutkowski Director
-----------------------------------
Robert M. Gutkowski
/s/ Jan Berger Director
-----------------------------------
Jan Berger
/s/ John J. Stuart, Jr. Authorized Representative in the U.S.
-----------------------------------
John J. Stuart, Jr.
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
3.1 Amended Articles of Association of the Registrant, as of
December 6, 2001 (1)
3.2 Rules of Procedures of the Registrant, as amended (2)
4.1 EuroTrust A/S 2005 Employee Stock Purchase Plan(3)
5.1 Opinion of Nemeth & Sigetty A/S*
23.1 Consent of Gregory & Eldredge, LLC *
23.2 Consent of Nemeth & Sigetty A/S (included in Exhibit 5.1 to this
Registration Statement)
24.1 Power of Attorney (included in signature page to this
Registration Statement)
-------------
* Included herewith.
(1) Filed as an exhibit to the Company's Annual Report on Form 20-F, filed
on June 27, 2002, and incorporated by reference herein.
(2) Filed as an exhibit to the Company's original filing of the
Registration Statement on Form F-1 (File No. 333-7092), filed on June
20, 1997, and incorporated by reference herein.
(3) Filed as an exhibit to the Company's Annual Report on Form 20-F, filed
on June 3, 2005, and incorporated by reference herein.