As filed with the Securities and Exchange Commission on December 15, 2005
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICHIP INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Nevada | 35701 | 98-0339467 | ||||
(State or jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
| 9282 GENERAL DRIVE, SUITE 100, PLYMOUTH, MI | 48170 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (313) 341-1663
2003 NON-QUALIFIED INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Joseph I. Emas, Attorney at Law
1224 Washington Avenue
Miami Beach, Florida 33139
Telephone: 305.531.1174
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Stock, $0.001 par value | 35,000,000(1) | $0.037(2) | $1,295,000 (2) | $139(2) |
| (1) | Represents shares reserved for issuance upon exercise of options granted under the Registrant's 2003 Non-Qualified Incentive Stock Option Plan. Shares available for issuance under the 2003 Non-Qualified Incentive Stock Option Plan were initially registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 22, 2003 (Registration No. 333-109870) and additional shares were registered subsequently by a Post-Effective Amendment filed with the Securities and Exchange Commission on December 12, 2003 and Post-Effective Amendments filed with the Securities and Exchange Commission on May 26, 2004, August 4, 2005 and September 19, 2005. | |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457 (c) and 457(h) under the Securities Act of 1933 and based upon an average of the high and low prices reported on the over-the-counter bulletin board on December 14, 2005. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This registration statement on Form S-8 registers 35,000,000 additional shares of common stock for issuance under the Registrant's 2003 Non-Qualified Incentive Stock Option Plan, pursuant to the terms of that plan. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 (Registration No. 333-109870) filed by the Registrant with the Securities and Exchange Commission on October 22, 2003 and amended by a Post-Effective Amendment filed by the registrant with the Securities and Exchange Commission on December 12, 2003 and Post-Effective Amendments filed with the Securities and Exchange Commission on May 26, 2004, August 4, 2005 and September 19, 2005.
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 Detroit, State of Michigan on this 15th day of December, 2005.
| AMERICHIP INTERNATIONAL INC. | ||
| | | |
| By: | /s/ Marc Walther | |
Marc Walther Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marc Walther his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully for 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 is 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 report has been signed by the following persons in the capacities indicated and on the dates indicated.
| /s/ Marc Walther | |
| Marc Walther | |
President, Chief Executive Officer, Principal Accounting Officer, Chairman of the Board of Directors | |
| December 15, 2005 | |
| /s/ Edward Rutkowski | |
| Edward Rutkowski | |
| Director | |
December 15, 2005 |
EXHIBIT INDEX
| EXHIBIT NO. | EXHIBIT | |
| 5.01 | Opinion of Joseph I. Emas, Esq. | |
| 10.01 | 2003 Non-Qualified Stock Option Plan | |
| 23.01 | Consent of Williams & Webster P.S., Certified Public Accountants | |
| 23.02 | Consent of Joseph I. Emas, Esq. (included in Exhibit 5.01) | |
| 24.01 | Power of Attorney (set forth on the signature page) |