SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UKARMA CORPORATION |
| (Exact name of registrant as specified in its charter) |
Nevada | | 68-048-2472 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
520 Broadway, Suite 350 Santa Monica, California | | 90401 |
| (Address of principal executive offices) | | (Zip Code) |
2006 Stock Option, Deferred Stock and Restricted Stock Plan |
| (Full title of the plan) |
Bill Glaser Chief Executive Officer uKarma Corporation 520 Broadway, Suite 350 Santa Monica, CA 90401 |
| (Name and address of agent for service) |
(310) 998-8909 |
| (Telephone number, including area code, of agent for service) |
CALCULATION OF REGISTRATION FEE
Title of Securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
| | | | | |
| Common Stock | 7,500,000 | $0.02 | $150,000 | $4.61 |
(1) Includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the stock plan described herein as the result of any future stock split, stock dividend, or similar adjustment of the registrant’s outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount of registration fee, based upon the book value of the securities computed as of September 26, 2007.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be sent or given to participants in the 2006 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Act”). Pursuant to the instructions for Form S-8, such documents need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Act. See Rule 428(a)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this registration statement:
(a) The Quarterly Report for the quarter ended June 30, 2007, filed by the registrant with the Commission on Form 10-QSB on August 20, 2007.
(b) The Current Report on Form 8-K, filed by the registrant with the Commission on October 4, 2007.
(c) The Prospectus filed pursuant to Rule 424(b) of the Act, filed by the registrant with the Securities and Exchange Commission (the “Commission”) on August 9, 2007, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed.
(d) In addition, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
We are authorized to issue 120,000,000 shares of stock, including 100,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of undesignated preferred stock, par value $0.001 per share.
The securities being registered on this registration statement are shares of our common stock. As of October 9, 2007, there were issued and outstanding, 17,562,256 shares of common stock that were held of record by approximately 73 stockholders.
The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably any dividends that may be declared from time to time by the board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution, or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. All outstanding shares of common stock are fully paid and nonassessable, and the shares of common stock offered in this offering will be fully paid and not liable for further call or assessment.
Please review our articles of incorporation, as amended, and bylaws, copies of which have been filed with the SEC, as well as the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our shares.
The holders of common stock do not have cumulative voting rights, which means that the holders of more than fifty percent of the shares of common stock voting for election of directors may elect all the directors if they choose to do so. In this event, the holders of the remaining shares aggregating less than fifty percent will not be able to elect directors. Except as otherwise required by Nevada law, and subject to the rights of the holders of preferred stock then outstanding, all stockholder action is taken by the vote of a majority of the issued and outstanding shares of common stock present at a meeting of stockholders at which a quorum consisting of a majority of the issued and outstanding shares of common stock is present in person or proxy.
Item 5. Interests of Named Experts and Counsel.
Richardson & Patel LLP has given an opinion on the validity of the securities being registered hereunder. Richardson & Patel LLP is eligible to receive shares of the Company’s common stock pursuant to this Form S-8 registration statement.
Item 6. Indemnification of Directors and Officers.
The registrant’s articles of incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of their fiduciary duty as directors.
In addition, the registrant’s bylaws provide for the indemnification of officers, directors and third parties acting on our behalf, to the fullest extent permitted by Nevada General Corporation Law, if our board of directors authorizes the proceeding for which such person is seeking indemnification (other than proceedings that are brought to enforce the indemnification provisions pursuant to the bylaws). The registrant maintains director and officer liability insurance.
These indemnification provisions may be sufficiently broad to permit indemnification of the registrant’s executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| 4.1 | 2006 Stock Option, Deferred Stock and Restricted Stock Plan |
| 5.1 | Opinion regarding legality |
| 23.1 | Consent of Spector and Wong, LLP |
| 23.2 | Consent of Richardson & Patel LLP (included in Exhibit 5.1) |
Item 9. Undertakings.
(a) 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.
(b) The undersigned registrant hereby undertakes that, for 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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 Santa Monica, California, on this 11th day of October, 2007.
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| | UKARMA CORPORATION A Nevada Corporation |
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| | | /s/ Bill Glaser |
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By: Bill Glaser |
| | Its: Chief Executive Officer |
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:
| | | |
| Dated: October 11, 2007 | | /s/ Bill Glaser |
| |
Bill Glaser |
| | Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer), and Chairman of the Board of Directors |
| | | |
| Dated: October 11, 2007 | | /s/ Fred Tannous |
| |
Fred Tannous |
| | Director |
