AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 2011
REGISTRATION NO. 333- __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
| California | 33-0230641 |
| (State of other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| | |
2377 W Foothill Blvd, Suite 18 Upland, CA | 91786 |
| (Address of Principal Executive Offices) | (Zip Code) |
2010 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
(Full title of the Plan)
Keith Morlock
2377 W Foothill Blvd, Suite 18
Upland, CA 91786
(801) 810-9888
(Name, address and telephone number of agent for service)
Copies to:
Scott Olson, Esq.
65 Enterprise
Aliso Viejo, CA 92656
(949) 330-6547
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 o Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x
CALCULATION OF REGISTRATION FEE
| | | | | |
| | | Proposed Maximum | Proposed Maximum | Amount of |
| Title of Securities | Amount to be | Offering Price per | Aggregate Offering | Registration Fee |
| to be Registered | Registered (1) | Share (2) | Price | |
| Common Stock, $0.001 Par Value | | 20,000,000 | | $0.075 | | $1,500,000 | | $174.15 |
| | (1) | Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction. |
| | (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on the OTCQX on July 13, 2011, which was $0.08. |
TABLE OF CONTENTS
| PART II | 2 |
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| INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | |
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| Item 3. Incorporation of Documents by Reference | 2 |
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| Item 4. Description of Securities | 2 |
| | |
| Item 5. Interests of Named Experts and Counsel | 2 |
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| Item 6. Indemnification of Directors and Officers | 2 |
| | |
| Item 7. Exemption From Registration Claimed | 3 |
| | |
| Item 8. Exhibits | 3 |
| | |
| Item 9. Undertakings | 3 |
| | |
| SIGNATURES | 4 |
| | |
| EXHIBIT INDEX | 5 |
| | |
| EXHIBIT 5 | |
| | |
| EXHIBIT 23.2 | |
PART II
Item 3. Incorporation of Documents by Reference.
The Company incorporates the following documents by reference in the registration statement:
The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2011, and the description of the Company's common stock contained in the Company's Registration Statement on Form SB-2, as amended September 19, 2006.
All reports and documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act, 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 herein and to be a part hereof from the respective date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document, which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Officers and Directors
The Company's Bylaws provide for indemnification of directors and officers against certain liabilities. Officers and directors of the Company are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, were not found guilty, and, in any criminal matter, had reasonable cause to believe that their conduct was not unlawful.
Section 317 of the California Corporations Code makes provisions for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"). Section 317 also provides that the indemnification provided by this section is not exclusive to the extent additional rights are authorized in a corporation's articles of incorporation.
The Company's Articles of Incorporation further provides that a director of the Company shall not be personally liable for monetary damages to the Company or its shareholders for breach of any fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for the unlawful payments of dividends or stock redemption by the Company or (iv) for any transaction from which the director derives an improper personal benefit.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
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:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) 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, including (but not limited to) any addition or election of a managing underwriter.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference 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 offered at that time shall be deemed to be the initial bona fide offering thereof.
(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.
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 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 that 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
In accordance with 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 of filing on Form S-8 and authorized this registration statement to be signed on its behalf by the undersigned, in the city of Anaheim, County of Orange, State of California, on the 15th day of July, 2011.
| | Sustainable Environmental Technologies Corporation |
| | |
| | By: | /s/ Bob Glaser |
| | Bob Glaser, CEO |
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Date: July 15, 2011 | By: /s/ Bob Glaser |
| | Bob Glaser, CEO, Director |
| | (Principal Executive Officer) |
| Date: July 15, 2011 | By: /s/ Cynthia Glaser |
| | Cynthia Glaser, CFO |
| | (Principal Accounting Officer) |
| | |
| Date: July 15, 2011 | By: /s/ Keith Morlock |
| | Keith Morlock, Director |
| | |
| Date: July 15, 2011 | By: /s/ Steve Ritchie |
| | Steve Ritchie, Director |
| | |
| Date: July 15, 2011 | By: /s/ Bill Ball |
| | Bill Ball, Director |
| | |
| Date: July 15, 2011 | By: /s/ Wallie Ivison |
| | Wallie Ivison, Director |
Exhibit Index
| 5 | Opinion of Scott Olson, Esq., consent included, relating to the issuance of the securities pursuant to the Plan |
| | |
| 10.1 | 2010 Incentive and Nonstatutory Stock Option Plan, dated July 7, 2010 (1) |
| | |
| 23.1 | Consent of Scott Olson, Esq. (contained in the opinion set forth as Exhibit 5) |
| | |
| 23.2 | Consent of dbbmckennon, Certified Public Accountants |
(1) Incorporated by reference to Exhibit A of registrant’s proxy statement on Form DEF14C as filed July 9, 2010.
