UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDICAL CARE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
Room 815, No. 2 Building Beixiaojie, Dongzhimen Nei
Beijing, People’s Republic of China 10009
(Address of principal executive offices and Zip Code)
(8610) 6407 0580
(Registrant's telephone number, including area code)
Consulting agreements with various individuals
(Full title of the plan)
___________________
Empire Stock Transfer
1859 Whitney Mesa Drive
Henderson, NV 89014
(702) 818 5898
__________________
(Name, address and telephone number, including area code, of agent for service)
**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. (Check one)
Non-accelerated filer o (Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Amount to be registered | Proposed maximum of offering price per share (1) | Proposed maximum aggregate offering price | Amount of registration fee | ||||||||||||
| Common stock, par value $0.001 per share | 21,000,000(2) | $ | 0.01 | $ | 210,000.00 | $ | 24.39 | |||||||||
| (1) | Pursuant to Rules 457(c) and 457(h)(1) of the Securities Act, the proposed maximum offering price per share is calculated upon the basis of the average of the high and low prices as reported on the Over the Counter Bulletin Board on May 26, 2011. |
| (2) | Represents shares of common stock issuable to consultants pursuant to consulting agreements with the Registrant. |
PART I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
This Registration Statement is being filed in order to register the offer and sale by Medical Care Technologies Inc., a Nevada corporation, of up to 21,000,000 shares of its common stock pursuant to certain consulting agreements, which are referred to herein as the “plans.”
The information specified in Part I of Form S-8 will be sent or given to participants in the plans as specified by Rule 428(b) under the Securities Act of 1933, as amended. Such documents are not being filed with the Securities and Exchange Commission (“Commission”), but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by us with the Commission are incorporated by reference in this Registration Statement:
| (1) | Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011, filed with the Commission on May 23, 2011; |
| (2) | Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Commission on April 1, 2011, as amended by amendment on Form 10-K/A filed with the Commission on June 1, 2011; |
| (3) | Current Reports on Form 8-K, filed with the Commission on February 16, 2011, March 24, 2011, April 22, 2011, May 6, 2011, and May 31, 2011, respectively; |
| (4) | Description of Common Stock in our Registration Statement on Form 8-A (file number 000-53665), filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Commission on May 7, 2009, including any amendments or reports filed for the purposes of updating such description. |
In addition, all documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the respective dates of filing of such documents with the Commission. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein (or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Sections 78.7502 and 78.751 of the Nevada Revised Statutes provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a criminal action, the director or officer must not have had reasonable cause to believe his/her conduct was unlawful.
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Under Section 78.751 of the Nevada Revised Statutes, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined the officer or director did not meet the standards.
Our Articles of Incorporation provide that we will indemnify our directors and officers against personal liability to the fullest extent permitted under Nevada law as set forth in our bylaws. Our bylaws include an indemnification provision under which we have the power to indemnify, our current and former directors and officers, or any person who serves or served at our request for our benefit as a director or officer of another corporation or our representative in a partnership, joint venture, trust or other enterprise, against all expenses, liability and loss reasonably incurred by reason of being or having been a director, officer or representative of ours. We may make advances for expenses upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he/she is not entitled to be indemnified by us.
We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of such person’s actions.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
| Incorporated by reference to | |||||
| Exhibit | Document | Form | Filing Date | Exhibit Number | |
| 3.1 | Articles of Incorporation. | S-1 | 05/30/08 | 3.1 | |
| 3.1(a) | Certificate of Amendment to Articles of Incorporation, effective September 17, 2010 | DEF 14C | 12/28/2010 | Apendix A | |
| 3.2 | Bylaws. | S-1 | 05/30/08 | 3.2 | |
| 4.1 | Articles of Incorporation. | S-1 | 05/30/08 | 3.1 | |
| 4.2 | Specimen Stock Certificate. | S-1 | 05/30/08 | 4.1 | |
| 5.1 | Opinion of Eilenberg & Krause LLP* | ||||
| 23.1 | Consent of Eilenberg & Krause LLP (contained in Exhibit 5.1). | ||||
| 23.2 | Consent of Malone Bailey, LLP, independent registered public accounting firm.* | ||||
| 99.1 | Management Services Agreement dated as of April 1, 2011 between Registrant and Low Sze Man.* |
| 99.2 | Administrative Services Agreement dated as of April 1, 2011 between Registrant and Liew Kit Ha.* |
| 99.3 | Management Advisory Services Agreement dated as of May 10, 2011 between Registrant and Yiu Chung Han.* |
| 99.4 | Consulting Services Agreement dated May 16, 2011 between Registrant and Nicola Suppa.* |
________________
| * | Filed herewith. |
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Item 9. Undertakings.
| 1. | The undersigned Registrant hereby undertakes: |
| (a) | 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; |
| (b) | That, for the purpose of determining any liability under the Securities Act, 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 |
| (c) | 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. |
| 2. | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. |
| 3. | Insofar as indemnification for liabilities arising under the Securities 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 Commission, such indemnification is against public policy as expressed in the Securities 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 a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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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 Toronto, Ontario, Canada on this 2nd day of June, 2011.
MEDICAL CARE TECHNOLOGIES INC. | ||
| By: | /s/Ning C. Wu | |
| Name: Ning C. Wu | ||
| Title: Chief Executive Officer and Director (Principal Executive Officer) | ||
| By: | /s/ Hui Liu | |
| Name: Hui Liu | ||
Title: Treasurer and Director (Principal Financial and Accounting Officer) | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ning C. Wu his true and lawful attorney-in-fact and agent with full power of substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might and could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.
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.
| Signature | Title | Date | ||
| /s/ Ning C. Wu | Chief Executive Officer and Director | June 2, 2011 | ||
| Ning C. Wu | (Principal Executive Officer) | |||
/s/ Hui Liu | Treasurer and Director | June 2, 2011 | ||
| Hui Liu | (Principal Financial and Accounting Officer) | |||
/s/ Sean Lee Heung | Director | June 2, 2011 | ||
| Sean Lee Heung | ||||
/s/ Tang Ping | Director | June 2, 2011 | ||
| Tang Ping | ||||
/s/ Ping Hai Shen | Director | June 2, 2011 | ||
| Ping Hai Shen | ||||
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EXHIBIT INDEX
| 5.1 | Opinion of Eilenberg & Krause LLP* | ||||
| 23.1 | Consent of Eilenberg & Krause LLP (contained in Exhibit 5.1). | ||||
| 23.2 | Consent of Malone Bailey, LLP, independent registered public accounting firm.* |
| 99.1 | Management Services Agreement dated as of April 1, 2011 between Registrant and Low Sze Man.* |
| 99.2 | Administrative Services Agreement dated as of April 1, 2011 between Registrant and Liew Kit Ha.* |
| 99.3 | Management Advisory Services Agreement dated as of May 10, 2011 between Registrant and Yiu Chung Han.* |
| 99.4 | Consulting Services Agreement dated May 16, 2011 between Registrant and Nicola Suppa.* |
________________
| * | Filed herewith. |