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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933, as amended.
SOUTHBORROUGH VENTURES, INC.
(Exact name of registrant as specified in charter.)
NEVADA | 98-0339467 |
(State of other jurisdiction or organization) | (I.R.S. Employer of incorporation Identification Number) |
12933 W. Eighth Mile Road
Detroit, Michigan 48235
(734) 302-8708
(Address and telephone of executive offices, including zip code.)
THE SOUTHBORROUGH VENTURES, INC.
2003 NONQUALIFIED STOCK OPTION PLAN
(Name of Plan)
David Howard, President
SOUTHBORROUGH VENTURES, INC.
12933 W. Eighth Mile Road
Detroit, Michigan 48235
(734) 302-8707
(Name, address and telephone of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Conrad C. Lysiak, Esq.
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
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 employee benefit plan described herein.
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
| Aggregate Proposed Maximum Offering Price per Unit/Share | Proposed Maximum Aggregate Offering Price [1] |
| |||
Common Shares, no par value, issuable upon exercise of stock options by Grantees | 8,000,000 | $ | 0.1925 | $ | 1,540,000 | $ | 141.68 |
Totals | 8,000,000 | $ | 0.1925 | $ | 1,540,000 | $ | 141.68 |
[1] Based upon the mean between the closing bid and ask prices for common shares on October 20, 2003, in accordance with Rule 457(c).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We hereby incorporate by reference the following:
a) Our last Form 10-KSB filed with the Securities and Exchange Commission ("SEC").
b) All other reports, proxy statements and information statements filed subsequent to the foregoing Form 10-KSB to pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act").
ITEM 4. DESCRIPTION OF SECURITIES.
Common Stock.
Our authorized common stock consists of 100,000,000 shares of $0.001 par value common stock. As of October 20, 2003, 80,020,000 shares are issued and outstanding. 9,800,000 shares are freely tradeable without restriction or further registration under the Securities Act of 1933, as amended (the "Act") and 70,220,000 shares areArestricted securities@ as that term is defined in Rule 144 promulgated under the Act.
In general, under Rule 144, a person (or persons whose shares are aggregated) who has satisfied a one (1) year holding period may sell in ordinary market transactions through a broker or with a market maker, within any three (3) month period a number of shares which does not exceed the greater of one percent (1%) of the number of outstanding shares of common stock or the average of the weekly trading volume of the common stock during the four calendar weeks prior to such sale. The provision relating to the weekly trading volume may not be relied upon by sellers of our common stock. Sellers of our common stock under, Rule 144, must file a Form 144 with the SEC. If the shares of common stock have been held for more than two (2) years by a person who is not an affiliate, there is no limitation on the manner of sale or the volume of shares that may be sold and no Form 144 is required to be filed with the SEC. Sales under Reg. 144 may have a depressive effect on the market price of our common stock.
All of our shares have equal voting rights and are not assessable. Voting rights are not cumulative and, therefore, the holders of more than 50% of our common stock could, if they chose to do so, elect all of our directors.
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Upon liquidation, dissolution or winding up of our affaires, our assets, after the payment of liabilities, will be distributed pro rata to the holders of our common stock. Holders of our common stock do not have preemptive rights to subscribe for any of our securities and have no right to require us to redeem or purchase their shares. The shares of our common stock presently outstanding are fully paid and non-assessable.
Dividends
Holders of our common stock are entitled to share equally in dividends when, as and if declared by our board of directors, out of funds legally available therefore. No dividends have been paid on our common shares since inception, and none is contemplated in the foreseeable future.
Transfer Agent
Our transfer agent is Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240, Las Vegas, Nevada 89119. Its telephone number is (702) 361-3033.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to our articles of incorporation and the laws of the state of Nevada, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the state of Nevada.
Regarding indemnification for liabilities arising under the Act which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the SEC, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION.
None; not applicable.
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ITEM 8. EXHIBITS.
The following exhibits are incorporated herein by reference from our Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-58972 on April 13, 2001.
Exhibit No. | Description | |
| ||
| 3.1 | Articles of Incorporation |
| 3.2 | Certificate of Amendment to Articles of Incorporation |
| 3.3 | Amended By-Laws |
| 4.1 | Share Certificate |
| 5.1 | Opinion of Cane & Company, LLC, with consent to use |
| 10.1 | Option Agreement dated November 20, 2000 between the Company and Locke B. |
|
| Goldsmith |
| 10.2 | Amendment to Option Agreement |
| 10.3 | Executive Consulting Agreement between the Company and John H. Taylor dated |
|
| December 1, 2000 |
| 23.1 | Consent of Morgan & Company, Chartered Accountants |
The following exhibit is incorporated herein by reference from our Form 10-QSB filed with the Securities and Exchange Commission on October 15, 2001, SEC file #000-33127.
Exhibit No. | Description | |
|
| |
| 10.1 | Option Amendment Agreement |
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The following exhibit is incorporated herein by reference from our Form 10-KSB filed with the Securities and Exchange Commission on March 15, 2002, SEC file #000-33127.
Exhibit No. | Description | |
|
| |
| 99.1 | Risk Factors |
The following exhibits are incorporated herein by reference from our Form 10-KSB filed with the Securities and Exchange Commission on March 17, 2003, SEC file #000-33127.
Exhibit No. | Description | |
|
| |
| 3.3 | Amended Bylaws of Southborrough Technology Corporation |
| 10.4 | Amendment No. 2 to Option Agreement |
| 10.5 | Executive Consultant Agreement |
The following exhibits are incorporated herein by reference from our Form 8-K filed with the Securities and Exchange Commission on April 8, 2003, SEC file #000-33127.
Exhibit No. | Description | |
|
|
|
| 2.1 | Agreement and Plan of Reorganization |
| 2.2 | Amendment to Agreement and Plan of Reorganization |
| 3.1 | Articles of Incorporation |
| 3.2 | Certificate of Amendment to Articles of Incorporation |
| 3.3 | Amended By-Laws |
| 20.1 | Information Statement |
The following documents are filed with this Form S-8 registration statement:
Exhibit No. | Description | |
| 5.1 | Opinion of Conrad C. Lysiak, regarding the legality of the securities registered under |
| 10.1 | 2003 Nonqualified Stock Option Plan. |
| 23.1 | Consent of Morgan and Company, Chartered Accountants. |
| 23.2 | Consent of Conrad C. Lysiak, Attorney at Law |
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ITEM 9. UNDERTAKINGS.
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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
2. 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; 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.
The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's 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 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.
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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 the requirements for filing on Form S-8 and has duly caused this Registration Statement thereto to be signed on its behalf by the undersigned, thereunto duly authorized on the 20th day of October, 2003
| SOUTHBORROUGH VENTURES, INC. | |
BY: | /s/ David Howard | |
BY: | /s/ Marc Walther | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement thereto has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
/s/ David Howard | President, Principal Executive Officer, and a member of the Board of Directors | October 20, 2003 |
/s/ Marc Walther | Secretary, Treasurer, Principal Financial Officer | October 20, 2003 |
/s/ Edward Ruthowski | Member of the Board of Directors | October 20, 2003 |
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