UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRAINTECH, INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 98-0168932 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Unit 102-930 West 1st Street, North Vancouver, B.C., Canada, V7P 3N4
(Address of principal executive offices)
The 2007 Stock Option Plan of Braintech, Inc.
(Full title of the plan)
National Registered Agents, Inc., P.O. Box 927, West Windsor, NJ 08550-0927
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (609) 716-0300
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share | Proposed maximum aggregate offering | Amount of registration fee(5) | ||||
Common Stock | 6,305,000 | $.407(2) | $2,564,203 | $101 | ||||
Common Stock | 3,695,000 | $0.40(3) | $1,478,000 | $59 | ||||
Plan interests | (4) | n/a | n/a | (4) | ||||
Total | 10,000,000 | $4,042,203 | $160 | |||||
| (1) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of common stock that may be offered or issued in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under those plans, or other similar event. |
| (2) | Pursuant to Rule 457(h), the aggregate offering price and fee have been computed upon the basis of the price at which the options granted under the 2007 Stock Option Plan may be exercised. The offering price per share set forth for such shares is the weighted average exercise price at which the options are exercisable. |
| (3) | Bona fide estimate of maximum offering price solely for calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on the average bid and asked price ($0.45 bid; $0.35 ask) of the registrant’s common stock as of February 27, 2008, a date within five business days prior to the date of filing of this registration statement and has been used only for those shares without a fixed exercise price. None of such shares have been issued or are subject to outstanding options. |
| (4) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 2007 Stock Option Plan described herein. |
| (5) | Calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended. |
EXPLANATORY NOTE
We prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register 10,000,000 shares of our common stock which may be issued pursuant to our 2007 Stock Option Plan.
The purpose of the 2007 Stock Option Plan is to strengthen our company by providing an additional means of attracting and retaining competent directors, officers, employees and consultants and by providing to such persons added incentive for high levels of performance and for unusual efforts to increase the sales and earnings of our company. The 2007 Stock Option Plan seeks to accomplish these purposes and results by providing a means whereby such persons may purchase shares of the capital stock of our company pursuant to options.
Under cover of this Form S-8 is our reoffer prospectus prepared in accordance with Part I of Form S-3 under the Securities Act of 1933. Our reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance with the requirements of Part I of Form S-3, and may be used for reofferings and resales on a continuous or delayed basis in the future of up to an aggregate of 6,305,000 “control securities” and/or “restricted securities” which have been issued pursuant to the 2007 Stock Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. | Plan Information |
We will send or give the documents containing the information specified in Part I of Form S-8 to individuals who participate in our 2007 Stock Option Plan, and who, in the case of an award of stock options, consent to and execute the required form of stock option agreement. A copy of the 2007 Stock Option Plan is attached as Exhibit 4.1 to this Form S-8.
This registration statement relates to a maximum of 10,000,000 common shares in the capital of Braintech, Inc. issuable pursuant to the grant of awards under the 2007 Stock Option Plan.
| Item 2. | Registrant Information and Employee Plan Annual Information |
We will provide, without charge, to each person to whom a copy of this 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the 10(a) prospectus). Requests for such information should be directed to our company at 102 – 930 West 1st Street, North Vancouver, B.C. V7P 3N4, Canada.
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REOFFER PROSPECTUS
The date of this Reoffer Prospectus is March 4, 2008
Braintech, Inc.
Unit 102 – 930 West 1st Street
North Vancouver, British Columbia Canada V7P 3N4
6,305,000 Shares of Common Stock
This reoffer prospectus relates to a maximum of 6,305,000 shares of our common stock which may be offered and resold from time to time by the selling security holders identified in this reoffer prospectus. We anticipate that the selling security holders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will not receive any part of the proceeds from sales made under this reoffer prospectus, although we will receive the exercise price at the time of the exercise of any options by the selling security holders. The selling security holders will bear all sales commissions and similar expenses. We will, however, pay all of the costs associated with the filing of this registration statement.
The selling security holders and any brokers selling orders on their behalf may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in which event commissions received by such brokers may be deemed to be underwriting commission under the Securities Act of 1933.
Our shares of common stock are quoted on the OTC Bulletin Board under the trading symbol “BRHI”. On March 3, 2008, the last reported closing price for our common stock was $0.42 on the OTC Bulletin Board.
Our principal executive offices are located at Unit 102-930 West 1st Street, North Vancouver, British Columbia, Canada V7P 3N4. Our telephone number is (604) 988-6440.
The shares of common stock offered pursuant to this registration statement involve a high degree of risk. For more information, please see the section of this Reoffer Prospectus titled “Risk Factors” beginning on page 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES | 14 |
The following summary is qualified by the more detailed information appearing elsewhere in this reoffer prospectus. Consequently, this summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire reoffer prospectus, including the “Risk Factors” section that appears at page 5, and the documents and information incorporated by reference into this reoffer prospectus.
This reoffer prospectus relates to a maximum of 6,305,000 shares of our common stock which may be offered and resold from time to time by the selling security holders identified in this reoffer prospectus. It is anticipated that the selling security holders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the sales of common stock by the selling security holders under this reoffer prospectus, although we will receive the exercise price at the time of the exercise of any options by the selling security holders. The selling security holders will pay for the cost of all sales commissions and similar expenses. We will pay for all of the costs associated with the filing of this registration statement.
Our Business
Our company, Braintech, Inc., is engaged in the development, supply and support of machine vision guidance systems for robots. The field of vision guided robotics requires our vision systems to incorporate advanced robotic engineering and programming know-how for optimal integration with the robotic systems.
Our products and services are suitable for both product inspection and location analysis applications. The vision guided robotic systems we have sold to date are used mainly in the manufacture of automotive parts, but we believe that we are capable of developing systems that can be applied in a large number of industrial sectors.
We develop vision guided robotic systems based on our customers’ particular needs. Solutions that we have delivered range from single and multi-camera 2D systems to single and multi-camera 3D systems.
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We were incorporated in Nevada on March 4, 1987, under the name Tome Capital Inc. We changed our name to Nevada Manhattan Mining Inc. on August 15, 1988, then back to Tome Capital Inc. on July 5, 1990, to Offshore Reliance Ltd. on February 19, 1993, to Cozy Financial Corporation on April 20, 1993, and to Braintech, Inc. on January 3, 1994.
Our principal executive offices are located at Unit 102-930 West 1st Street, North Vancouver, British Columbia, Canada V7P 3N4. Our telephone number is (604) 988-6440 and our Internet address is www.braintech.com.
We have one wholly-owned subsidiary. Braintech Canada, Inc. was incorporated in British Columbia Canada on March 30, 1994 under the name Brainware Systems Inc. Brainware Systems Inc. changed its name to Braintech Canada, Inc. on September 19, 2001. Braintech Canada, Inc. carries out our research and development activities, employs our technical and managerial personnel, and carries on our sales activities.
The description of our business in this registration statement includes the activities of our subsidiary.
This registration statement contains forward-looking statements. Forward-looking statements are statements which relate to future events or our future performance, including our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, or “potential” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks enumerated in this section entitled “Risk Factors”, that may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Registration Statement. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
As used in this prospectus, the terms “we”, “us”, “our”, and “ Braintech” mean Braintech, Inc. and our subsidiary, Braintech Canada, Inc.
An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are not the only ones facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.
We may require additional funds to achieve our current business strategy. Our inability to obtain such financing will inhibit our ability to expand or even maintain our business operations.
We may need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. The financing we need may not be available when needed. Even if this financing is available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing will inhibit our ability to implement our business strategy, and as a result, could require us to diminish or suspend our business strategy and possibly cease our operations. If we are unable to obtain financing on reasonable terms, we could be forced to delay, scale back or cease our operations, which could put your investment dollars at significant risk.
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We have a history of losses and have a significant deficit, which raises substantial doubt about our ability to continue as a going concern.
We have generated only $6,835,602 in revenues since our incorporation to September 30, 2007 and we expect to incur operating losses in the future. Our net loss from inception on January 3, 1994 to September 30, 2007 was $27,613,963. We had cash in the amount of $787,262 as of September 30, 2007. We estimate our average monthly cash operating expenses to be approximately $275,000 each month. We cannot provide assurances that we will be able to successfully develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements, dated February 28, 2007. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.
Most of our assets and some of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.
Most of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, some of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them.
Because we can issue additional common shares, purchasers of our common stock may incur immediate dilution and may experience further dilution.
We are authorized to issue up to 200,000,000 common shares, of which 45,797,335 are issued and outstanding as of January 18, 2008. Our board of directors has the authority to cause our company to issue additional shares of common stock without the consent of any of our shareholders. Consequently, our shareholders may experience more dilution in their ownership of our company in the future.
We may lose our competitiveness if we are not able to protect our proprietary technology and intellectual property rights against infringement, and any related litigation may be time-consuming and costly.
Our success and ability to compete depends to a significant degree on our proprietary technology. If any of our competitors copy or otherwise gain access to our proprietary technology or develop similar products independently, we may not be able to compete as effectively. The measures we have implemented to protect our proprietary technology and other intellectual property rights are currently based upon a combination of provisional patent applications, patents, trademarks and trade secrets. These measures, however, may not be adequate to prevent the unauthorized use of our proprietary technology and our other intellectual property rights. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, may result in substantial costs and a diversion of our company’s resources. In addition, notwithstanding our rights to our intellectual property, other persons may bring claims against us alleging that we have infringed on their intellectual property rights or claims that our intellectual property rights are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our business or require us to make changes to our products.
We plan to rely on a single channel partner to distribute and generate sales of our products. If our channel partner is unsuccessful in distributing and generating sales of our products, or if the relationship with our channel partner is terminated and we are unable to find a suitable replacement, our business may fail and investors may lose their entire investment.
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We plan to rely solely on ABB Inc. to purchase our products and distribute them to end users. If ABB is unsuccessful in generating sales of our products, or if the relationship with ABB is terminated and we are unsuccessful in establishing a relationship with an alternative channel partner who offers to purchase and distribute our products for similar prices, our results of operations could be adversely affected, our business may fail and investors may lose their entire investment.
A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a portion of our continued operations will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.
The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.
Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.
Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.
The sale of a substantial number of shares of our common stock into the public market may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize the current trading price of our common stock.
The sale of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock. We had 45,797,335 shares of common stock issued and outstanding as of January 18, 2008. This registration statement relates to the resale by certain selling stockholders of up to 6,305,000 shares of common stock. Additionally, on April 20, 2007 we filed a registration statement under the Securities Act of 1933. The registration statement relates to the resale by certain selling stockholders of up to 13,977,494 shares of common stock and 23,694,259 shares of common stock issuable to security holders upon exercise of share purchase warrants. On May 11, 2007, this registration statement was declared effective and the selling stockholders may resell up to 37,671,753 shares of our common stock. The 13,977,494 shares registered by the April 20, 2007 registration statement are included in the number of our issued and outstanding common shares as of January 18, 2008, shown above. Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock. If the price of our common stock goes down, investors could lose most of the value of their investments.
We operate in a highly competitive industry. Many of our competitors have greater financial, technical, sales and marketing resources, better name recognition and a larger customer base than ours. Our failure to compete effectively in the areas of hiring qualified personnel, product line and price may adversely affect our ability to generate revenue.
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The market for vision guided robotics is subject to frequent product introductions with improved price and/or performance characteristics. Even if we are able to introduce products which meet customer requirements in a timely manner, there can be no assurance that our existing and new products will gain enough market acceptance to allow us to increase our revenues. Many of our competitors have greater financial, technical, sales and marketing resources, better name recognition and a larger customer base than ours. They may be better able to attract qualified personnel than we will. In addition, many of our large competitors may offer customers a broader product line, which may provide a more comprehensive solution than our current solutions. Competitors’ products may add features, increase performance or sell at lower prices. We cannot predict whether our products will compete successfully with such new or existing competing products. Increased competition in the industry could result in significant price competition, reduced profit margins or loss of market share, any of which could have a material adverse effect on our ability to generate revenues and successfully operate our business. If we go out of business, investors will lose their entire investment.
Rapid technological changes in the vision guided robotics industry could render our products non-competitive or obsolete and consequently affect our ability to generate revenues, causing us to go out of business and investors to lose their entire investment.
The vision guided robotics industry is characterized by rapidly changing technology and evolving industry standards. We believe that our success will depend in part on our ability to develop our products or enhance our current products and to introduce our improved products promptly into the market. We can make no assurance that our technology will not become obsolete due to the introduction of alternative technologies by competitors. If we are unable to continue to develop and introduce new products to meet technological changes and changes in market demands, our business and operating results, including our ability to generate revenues, could be adversely affected. If we go out of business, investors will lose their entire investment.
We do not intend to pay dividends and there will be less ways in which you can make a gain on any investment in Braintech Inc.
We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through the appreciation of the price of our common stock. There can be no assurance that the price of our common stock will increase.
Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.
The Securities and Exchange Commission, or SEC, has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the
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purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
NASD sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, the National Association of Securities Dealers (NASD) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.
We will not receive any of the proceeds from the sale of up to 6,305,000 shares of common stock by the selling security holders which may be issued upon exercise of options issued under our 2007 Stock Option Plan. However, we will receive the exercise price at the time of the exercise of any options by the selling security holders.
DETERMINATION OF OFFERING PRICE
The selling security holders may sell the shares of common stock issued to them from time to time at prices and at terms prevailing or at prices related to the then current market price, or in negotiated transactions.
Because any selling security holders who offer and sell shares of common stock covered by this reoffer prospectus may do so at various times, at prices and at terms then prevailing or at prices related to the then-current market price, or in negotiated transactions, we have not included in this reoffer prospectus information about the dilution, if any, to the public arising out of these sales.
The following table identifies the selling security holders and indicates (i) the nature of any material relationship that such selling security holder has had with us for the past three years, (ii) the number of shares held by the selling security holders, (iii) the amount to be offered for each selling security holder’s account, and (iv) the number of shares and percentage of outstanding shares of the shares of common stock in our capital to be owned by each selling security holder after the sale of the shares offered by them pursuant to this offering. The selling security holders are not obligated to sell the shares offered in this reoffer prospectus and may choose not to sell any of the shares or only a part of the shares that they receive. Securities and Exchange Commission rules require that we assume that the selling security holders exercise all of their options and sell all of the shares offered with this reoffer prospectus.
Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our shares of common stock during the applicable “cooling off” periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, the selling security holders
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will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling security holders.
Selling Security Holder | Number of Shares Beneficially Owned(1) | Number of Shares Subject to Options | Shares Being Registered | Percentage of Shares Beneficially Owned(3) | |||||||||
| Before Offering(4) | After Offering(5) | ||||||||||||
Babak Habibi(6) | 1,508,334 | 750,000 | (2) | 750,000 | 3.20 | % | * | ||||||
James Speros(7) | 2,200,750 | 750,000 | (2) | 750,000 | 4.64 | % | 1.27 | % | |||||
Clifford Butler(8) | 4,010,238 | 350,000 | (2) | 350,000 | 8.39 | % | 7.57 | % | |||||
Rick Weidinger(9) | 16,183,750 | 3,000,000 | (2) | 3,000,000 | 31.48 | % | 28.71 | % | |||||
Simona Pescaru(10) | 205,000 | 115,000 | (2) | 115,000 | * | * | |||||||
Mohammad Sameti(10) | 180,000 | 80,000 | (2) | 80,000 | * | * | |||||||
Dominic Tioseco(10) | 110,000 | 50,000 | (2) | 50,000 | * | * | |||||||
Mauricio Calvo(10) | 90,000 | 60,000 | (2) | 60,000 | * | * | |||||||
Colin Scott(10) | 80,000 | 70,000 | (2) | 70,000 | * | * | |||||||
Zinaida Kalish(10) | 80,000 | 70,000 | (2) | 70,000 | * | * | |||||||
Remus Boca(10) | 200,000 | 130,000 | (2) | 130,000 | * | * | |||||||
Geoff Clark(10) | 175,000 | 140,000 | (2) | 140,000 | * | * | |||||||
Dan Beaudoin(10) | 175,000 | 100,000 | (2) | 100,000 | * | * | |||||||
Victoria Netchaeva(10) | 115,000 | 80,000 | (2) | 80,000 | * | * | |||||||
Louis Kondek(10) | 50,000 | 30,000 | (2) | 30,000 | * | * | |||||||
Jeffrey Beis(10) | 190,000 | 165,000 | (2) | 165,000 | * | * | |||||||
Heather Greenlay(10) | 70,000 | 60,000 | (2) | 60,000 | * | * | |||||||
Robert Sim(10) | 105,000 | 60,000 | (2) | 60,000 | * | * | |||||||
Kait Jones(10) | 65,000 | 60,000 | (2) | 60,000 | * | * | |||||||
Aggie Sosna(10) | 95,000 | 120,000 | (2) | 120,000 | * | * | |||||||
Doreen Chiang(10) | 65,000 | 65,000 | (2) | 65,000 | * | * | |||||||
TOTAL: | 25,953,072 | 6,305,000 | 6,305,000 | 44.40 | % | 37.67 | % | ||||||
| * | Less than 1% |
(1) | Represents shares of our common stock beneficially owned by the named selling security holder. This figure includes shares underlying the options held by the named selling security holder that may be exercisable as of, or within 60 days after the date of, this reoffer prospectus, but does not include any shares underlying those options that cannot be exercised within that period. |
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(2) | Represents shares of our common stock underlying options granted to the named selling security holder under the 2007 Stock Option Plan, whether or not exercisable as of, or within 60 days of, the date of this reoffer prospectus. |
(3) | Based on 45,797,335 shares of our common stock outstanding as of January 15, 2008. |
(4) | Represents shares of our common stock held by the named selling security holder and shares of our common stock underlying options granted to the named selling security holder that may be exercisable as of, or within 60 days of, the date of this reoffer prospectus. |
(5) | Represents shares of our common stock held by the selling security holder assuming all of the shares underlying the options granted to the named selling security holder are sold. |
(6) | Mr. Habibi is the Chief Technology Officer of our company. Mr. Habibi previously served as a director of our company and resigned as a director effective October 22, 2007. Pursuant to the Stock Option Agreement dated June 26, 2007, between our company and Mr. Habibi, we granted Mr. Habibi 750,000 options under the 2007 Stock Option Plan at an exercise price of $0.62, of which 375,000 have vested and may be exercisable as of, or within 60 days after the date of, this reoffer prospectus. |
(7) | Mr. Speros is a director of our company. Pursuant to the Stock Option Agreement dated March 22, 2007, between our company and Mr. Speros, we granted Mr. Speros 750,000 options under the 2007 Stock Option Plan at an exercise price of $0.36, of which 750,000 have vested and may be exercisable as of, or within 60 days after the date of, this reoffer prospectus. |
(8) | Mr. Butler is a director of our company. Pursuant to the Stock Option Agreement dated March 22, 2007, between our company and Mr. Butler, we granted Mr. Butler 350,000 options under the 2007 Stock Option Plan at an exercise price of $0.36, of which 350,000 have vested and may be exercisable as of, or within 60 days after the date of, this reoffer prospectus. |
(9) | Mr. Weidinger is the Chief Executive Officer and a director of our company. Pursuant to Stock Option Agreements dated October 22, 2007, between our company and Mr. Weidinger, we granted Mr. Weidinger 3,000,000 options under the 2007 Stock Option Plan at an exercise price of $0.42, of which 2,000,000 have vested and may be exercisable as of, or within 60 days after the date of, this reoffer prospectus. |
(10) | These selling securities holders are employees of our company. Pursuant to the Stock Option Agreements between our company and the selling securities holders, we have granted the selling securities holders 2,195,000 options under the 1997, 2000, 2003, and 2007 Stock Option Plans at a weighted average exercise price of $0.36, of which 2,050,000 have vested and may be exercisable as of, or within 60 days after the date of, this reoffer prospectus. |
The information provided in the table above with respect to the selling security holders has been obtained from each of the selling security holders. Because the selling security holders may sell all or some portion of the shares of common stock beneficially owned by them, only an estimate (assuming the selling security holders sell all of the shares offered hereby) can be given as to the number of shares of common stock that will be beneficially owned by each selling security holder after this offering. In addition, the selling security holders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which he provided the information regarding the shares of common stock beneficially owned by them, all or a portion of the shares of common stock beneficially owned by them in transactions exempt from the registration requirements of the Securities Act of 1933.
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The selling security holders may, from time to time, sell all or a portion of their shares of our common stock on any market upon which the common stock may be quoted (currently the OTC Bulletin Board), in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices. The shares of common stock being offered by this reoffer prospectus may be sold by the selling security holders by one or more of the following methods, without limitation:
| (a) | block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| (b) | purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this reoffer prospectus; |
| (c) | an exchange distribution in accordance with the rules of the applicable exchange; |
| (d) | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
| (e) | privately negotiated transactions; |
| (f) | market sales (both long and short to the extent permitted under the federal securities laws); |
| (g) | at the market to or through market makers or into an existing market for the shares; |
| (h) | through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and |
| (i) | a combination of any of the aforementioned methods of sale. |
In effecting sales, brokers and dealers engaged by the selling security holders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling security holder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the selling security holders if such broker-dealer is unable to sell the shares on behalf of the selling security holder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.
The selling security holders and any broker-dealers or agents that participate with the selling security holders in the sale of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.
From time to time, the selling security holders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their respective brokers. Upon a default by a selling security holder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling security holder intends to comply with the prospectus delivery requirements under the Securities Act of 1933 by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act of 1933 which may be required in the event the selling security holder defaults under any customer agreement with brokers.
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To the extent required under the Securities Act of 1933, a post-effective amendment to this registration statement will be filed, disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commission paid or discounts or concessions allowed to such broker-dealers, where applicable.
We and the selling security holders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling security holders are a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling security holder, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this reoffer prospectus.
INTEREST OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements for the year ended December 31, 2006 and 2005 incorporated by reference in this re-offer prospectus have been audited by Smythe Ratcliffe LLP, Chartered Accountants, to the extent and for the period set forth in their report, incorporated herein by reference, and is incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
The validity of the common shares offered by this reoffer prospectus will be passed upon for us and the selling security holders by Clark Wilson LLP of Vancouver, British Columbia, Canada.
There have been no material changes to the affairs of our company since the filing of our Form 10-QSB on November 14, 2007, which have not previously been described in a report on Form 8-K.
INCORPORATION OF DOCUMENTS BY REFERENCE
See Part II, Item 3 on page 15 hereof for a list of documents filed by our company with the Securities and Exchange Commission, which are incorporated herein by this reference.
You should only rely on the information incorporated by reference or provided in this reoffer prospectus or any supplement. We have not authorized anyone else to provide you with different information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.
We file Form 8-K reports and other information with the Securities and Exchange Commission as is required by the Securities Exchange Act of 1934. You may read and copy any reports, statements or other information we have filed at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-732-0330 or 202-551-8090 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the Securities and Exchange Commission’s website at http:\\www.sec.gov.
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We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents. Requests may be made in writing to: Edward White, Chief Financial Officer, c/o Braintech, Inc., Unit 102-930 West 1st Street, North Vancouver, B.C., Canada, V7P 3N4.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our business pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents filed by Braintech, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission are hereby incorporated by reference:
| 1. | The description of our company’s common stock contained in our registration statement on Form SB-2 (SEC file number 333-142277), filed with the Securities and Exchange Commission on April 20, 2007, including all amendments and reports for the purpose of updating such description; |
| 2. | Our Current Report on Form 8-K filed on November 15, 2007; |
| 3. | Our Quarterly Report on Form 10-QSB filed on November 14, 2007; |
| 4. | Our Current Report on Form 8-K filed on October 31, 2007; |
| 5. | Our Current Report on Form 8-K filed on August 22, 2007; |
| 6. | Our Quarterly Report on Form 10-QSB filed on August 14, 2007; |
| 7. | Our Current Report on Form 8-K filed on June 21, 2007; |
| 8. | Our Definitive Schedule 14/A Information Statement filed on May 24, 2007; |
| 9. | Our Quarterly Report on Form 10-QSB filed on May 14, 2007; |
| 10. | Our Current Report on Form 8-K filed on March 28, 2007; and |
| 11. | Our Annual Report on Form 10-KSB filed on March 27, 2007. |
In addition to the foregoing, all documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this registration statement have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any subsequently filed document that is also incorporated by reference in this registration statement 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.
You may read and copy any reports, statements or other information we have filed at the Securities and Exchange Commission’s Public Reference Room at 100 F Street North East, Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-732-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the Securities and Exchange Commission’s website at http://www.sec.gov.
| Item 4. | Description of Securities |
Not applicable.
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| Item 5. | Interests of Named Experts and Counsel |
Not applicable.
| Item 6. | Indemnification of Directors and Officers |
We were incorporated under the laws of the State of Nevada. Section 78.7502 of the Nevada Revised Statutes provides that a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
Section 78.7502 further provides a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding as referred to above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
Section 78.751 of the Nevada Revised Statutes provides that discretionary indemnification under Section 78.7502 unless ordered by a court or advanced pursuant to subsection 2 of section 78.751, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
| • | By the stockholders; |
| • | By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; |
| • | If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or |
| • | If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. |
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The Articles of Incorporation, the Bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation 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 he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized in or ordered by a court pursuant to section 78.751:
| • | does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to section 78.7502 or for the advancement of expenses made pursuant to subsection 2 of section 78.751, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; |
| • | continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. |
Our Bylaws provide that any person made a party to or involved in any civil, criminal or administrative action, suit or proceeding by reason of the fact that he or his testator or intestate is or was a director, officer, or employee of our company, or of any corporation which he, the testator, or intestate served as such at the request of our company, shall be indemnified by our company against expenses reasonably incurred by him or imposed on him in connection with or resulting from the defense of such action, suit, or proceeding and in connection with or resulting from any appeal thereon, except with respect to matters as to which it is adjudged in such action, suit or proceeding that such officer, director, or employee was liable to our company, or to such other corporation, for negligence of misconduct in the performance of his duty. The term “expense” includes all obligations incurred by such person for the payment of money, including without limitation, attorney’s fees, judgments, awards, fines, penalties, and amounts paid in satisfaction of judgment or in settlement of any such action, suit, or proceedings, except amounts paid to our company or such other corporation by him.
A judgment or conviction whether based on plea of guilty or nolo contendere or its equivalent, or after trial, is not of itself deemed an adjudication that such director, officer or employee is liable to our company, or such other corporation, for negligence of misconduct in the performance of his duties. Determination of the rights of such indemnification and the amount thereof may be made at the option of the person to be indemnified pursuant to procedure set forth, form time to time, in the Bylaws or by any of the following procedures:
| • | order of the court or administrative body or agency having jurisdiction on the action, suit, or proceeding; |
| • | resolution adopted by a majority of the quorum of our Board of Directors without counting in such majority any directors who have incurred expenses in connection with such action, suit or proceeding; |
| • | if there is no quorum of directors who have not incurred expense in connection with such action, suit, or proceeding, then by resolution adopted by a majority of the committee of stockholders and directors who have not incurred such expenses appointed by the Board of Directors; |
| • | resolution adopted by a majority of the quorum of the Directors entitled to vote at any meeting; or order of any court having jurisdiction over our company. |
Any such determination that a payment by way of indemnification should be made will be binding upon our company. Such right of indemnification will not be exclusive of any other right which such directors, officers and employees of our company and other person above mentioned may have or hereafter acquire.
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| Item 7. | Exemption from Registration Claimed |
No restricted securities are being reoffered or resold pursuant to this registration statement.
| Item 8. | Exhibits. |
| 4.1 | 2007 Stock Option Plan of Braintech, Inc. | |
| 5.1 | Opinion of Clark Wilson LLP. | |
| 23.1 | Consent of Clark Wilson LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Smythe Ratcliffe, Chartered Accountants. | |
| 24.1 | Power of Attorney (included in signature page). | |
| Item 9. | Undertakings. |
(a) We hereby undertake:
(1) To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and 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 law 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 the 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; and
(iii) To include any additional or changed material information on the plan of distribution.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by our company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2) 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) 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 the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
(h) Insofar as the indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, our 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 of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company 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 whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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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 North Vancouver, British Columbia, Canada on March 4, 2008.
| BRAINTECH, INC. |
/s/ Rick Weidinger |
| By: Rick Weidinger, Chief Executive Officer and Director |
| (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Rick Weidinger as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, 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 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 in connection therewith, 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 any of them, or of their 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 and on the date indicated.
SIGNATURES
/s/ Rick Weidinger |
| Rick Weidinger, Chief Executive Officer and Director |
| (Principal Executive Officer) |
| March 4, 2008 |
/s/ Owen Jones |
| Owen Jones, Director |
| March 4, 2008 |
/s/ Edward White |
| Edward White, Senior Vice President, Administration, Secretary and Treasurer |
| (Principal Financial Officer and Principal Accounting Officer) |
| March 4, 2008 |
/s/ Jim Speros |
| Jim Speros, Director |
| March 4, 2008 |
/s/ Cliff Butler |
| Cliff Butler, Director |
| March 4, 2008 |
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/s/ Russell Lewis |
| Russell Lewis, Director |
| March 4, 2008 |
/s/ S. Tien Wong |
| S. Tien Wong, Director |
| March 4, 2008 |
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