AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 2006
REGISTRATION NO. 333-119311
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
| | |
| North Carolina | 56-2253025 |
| (State or other jurisdiction of | (IRS Employer |
| incorporation or organization) | Identification No.) |
4801 East Independence Boulevard, Suite 201
Charlotte, North Carolina 28212
(Address of Principal Executive Offices, including ZIP Code)
2006 Non-Qualified Stock Compensation Plan
(Full title of the plan)
Robert V. McLemore
4801 East Independence Boulevard, Suite 201
Charlotte, North Carolina 28212
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount of Shares to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee |
$.001 par value common stock | 2,000,000 | $0.315 | $630,000 | $79.82 |
TOTALS | 2,000,000 | | $630,000 | $79.82 |
| (1) | This calculation is made solely for the purposes of determining the registration fee pursuant to the provisions of Rule 457(c) under the Securities Act of 1933, as amended, and is calculated on the basis of the average of the high and low prices reported on the OTC Bulletin Board as of July 18, 2006. |
INCORPORATION BY REFERENCE
OF
EARLIER REGISTRATION STATEMENT
HouseRaising, Inc., a North Carolina corporation (the “Registrant”) previously registered 3,000,000 shares of Common Stock, par value $.001 per share, for issuance under its 2004 Non-Qualified Stock Compensation Plan (the “Plan”). The registration of such shares was effected on a Form S-8 Registration Statement filed with the Securities and Exchange Commission on September 28, 2004, bearing the file number 333-119311 (the “Initial Registration Statement”). This new registration statement is being filed to register an additional 2,000,000 shares of Common Stock of the same class as those for which the Initial Registration Statement, as amended, and the Plan, as amended, is effective. Accordingly, pursuant to General Instruction E of Form S-8, the contents of the Initial Registration Statement and the Plan, are hereby incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| 5.1 | Opinion and Consent of the Law Offices of Harold H. Martin, P.A. |
| 10.1 | 2006 Non-Qualified Stock Compensation Plan |
| 23.1 | Consent of Traci J. Anderson, CPA |
| 99.1 | North Carolina General Statutes Section 55-8-51 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies 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 Charlotte, North Carolina, on July 20, 2006.
| | HouseRaising, Inc. |
| | (Registrant) |
| | |
| | |
| | /s/ Gregory J. Wessling |
| | Gregory J. Wessling |
| | Chairman and CEO |
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.
| /s/ Gregory J. Wessling | Chairman and CEO | July 20, 2006 |
Gregory J. Wessling | | |
| /s/ Robert V. McLemore | President and Director | July 20, 2006 |
Robert V. McLemore | | |
| /s/ Richard von Gnechten | Chief Financial Officer | July 20, 2006 |
Richard von Gnechten | | |
| /s/ Christine M. Carriker | Secretary, Treasurer and Director | July 20, 2006 |
Christine M. Carriker | | |
| /s/ Grant S. Neerings | VP and Director | July 20, 2006 |
Grant S. Neerings | | |
| /s/ Daniel S. Fogel | Director | July 20, 2006 |
| Daniel S. Fogel | | |
