UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under The Securities Act of 1933
CELLCYTE GENETICS CORPORATION
(Exact name of registrant as specified in charter)
NEVADA | 86-1127046 |
(State or other jurisdiction of incorporation or | (IRS Employer Identification No.) |
organization) |
|
14205 SE 36th St., Suite 100
Bellevue, Washington 98006
(425) 519-3659
(Address and telephone of executive offices, including zip code.)
CELLCYTE GENETICS CORPORATION
2009 STOCK INCENTIVE PLAN FOR EMPLOYEES AND CONSULTANTS
(Full Title of Plan)
Copies of all communications, including all communications sent to the agent for service,
should be sent to:
Parsons/Burnett/Bjordahl, LLP
2070 Skyline Tower
10900 NE 4th Street
Bellevue, WA 98004
(425) 451-8036
(425) 451-8568 (fax)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
[ ]
Accelerated filer
[ ]
Non-accelerated filer
[ ] (do not check if a smaller reporting company)
Smaller reporting company
[X]
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CALCULATION OF REGISTRATION FEE
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| Proposed Maximum | Proposed Maximum |
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Title Of Securities | Amount To Be | Offering Price | Aggregate | Amount of |
To Be Registered | Registered(1) | Share(2) | Offering Price | Registration Fee |
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Common Stock underlying Options | 16,000,000 | $.03 | $480,000 | $34.22 |
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(1) Represents 16,000,000 shares of Common Stock to be issued to employees and consultants upon exercise of stock options as compensation for services rendered.
(2) Estimated solely for the purpose of determining the amount of the registration fee and based, in accordance with Rules 457(c) and 457(h) of the General Rules, upon the average of the high and low sale prices of the Common Stock as reported on December 29, 2009.
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EXPLANATORY NOTE
On April 7, 2009, the Company filed a Registration Statement on Form S-8 related to its 2009 Stock Incentive Plan for Employees and Consultants, registering a total of 30,000,000 shares or shares underlying options. Under the terms of the ESIP, the Board of Directors is authorized to issue either shares or options under the Plan, as deemed appropriate by the Board. The Form S-8 designated 14,000,000 of the shares underlying options and 16,000,000 shares of common stock for registration. This registration statement registers an additional 16,000,000 shares underlying options. Attached to this Post-Effective Amendment is a revised ESIP reflecting the increase of total authorized shares to 46,000,000. The revised ESIPS contains paragraph number revisions, and no other changes.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 in the City of Bothell, State of Washington, on the 3rd day of December, 2009.
CELLCYTE GENETICS CORPORATION By: /s/ John M. Fluke, Jr. John M. Fluke, Jr. Interim Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the date(s) indicated.
SIGNATURE | TITLE | DATE |
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/s/ John M. Fluke, Jr. |
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John M. Fluke, Jr. | Director | December 3, 2009 |
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/s/ Randy A. Lieber |
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Randy A. Lieber | Director | December 3, 2009 |
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bothell, State of Washington, on December 3, 2009.
CELLCYTE GENETICS CORPORATION 2009 STOCK INCENTIVE PLAN FOR EMPLOYEES AND CONSULTANTS
/s/ John M. Fluke, Jr.
John M. Fluke, Jr., Interim Principal Executive Officer, Director
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INDEX TO EXHIBITS
Exhibit No. | Description |
5.1 | Opinion of Counsel, regarding the legality of the securities registered hereunder. |
10.1 | Compensation Plan for Employees, Officers, Directors and Consultants |
23.1 | Consent of Independent Public Accounting Firm |
23.2 | Consent of Counsel (Included as part of Exhibit 5.1) |
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