AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 2005
REGISTRATION NO. 333-119311
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
To
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HouseRaising, Inc. |
(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) |
| | |
Amended 2004 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) |
| | |
(704) 532-2121 |
(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 | $0.35 (1) | $700,000 | $88.69 |
TOTALS | 2,000,000 | | $700,000 | $88.69 |
| (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 November 17, 2005. |
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”). The Registrant amended the Plan on April 6, 2005 to provide for the issuance thereunder of an additional 1,000,000 shares of Common Stock (the “First Amended Plan”), and amended the Initial Registration Statement pursuant to Amendment No. 1 to Registration Statement on Form S-8 (the “Amendment No. 1 to Form S-8”). The Registrant amended the Plan on July 28, 2005, to provide for the issuance thereunder of an additional 2,000,000 shares of Common Stock (the “Second Amended Plan”), and amended the Initial Registration Statement, to provide for the registration of 2,000,000 shares under this Amendment No. 2 to Form S-8. The Registrant hereby amends the Plan on November 23, 2005, to provide for the issuance thereunder of an additional 2,000,000 shares of Common Stock (the “Third Amended Plan”), and hereby amends the Initial Registration Statement, as amended, to provide for the registration of 2,000,000 shares under this Amendment No. 3 to Form S-8. It is being filed to register the 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, Amendment No. 1 to Form S-8, the Plan, the First Amended Plan, and Amendment No. 2 to Form S-8 and the Second Amended Plan are hereby incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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 November 23, 2005.
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 Gregory J. Wessling | Chairman and CEO | November 23, 2005 |
/s/ Robert V. McLemore Robert V. McLemore | President and Director | November 23, 2005 |
/s/ Richard von Gnechten Richard von Gnechten | Chief Financial Officer | November 23, 2005 |
/s/ Christine M. Carriker Christine M. Carriker | Secretary, Treasurer and Director | November 23, 2005 |
/s/ Grant S. Neerings Grant S. Neerings | VP and Director | November 23, 2005 |
/s/ Daniel S. Fogel Daniel S. Fogel | Director | November 23, 2005 |
