UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RELIANT HOME WARRANTY CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 65-0656668
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 250, 350 Bay Street
Toronto, ONT M5H 2S6
Canada
(Address of principal executive offices)
2005 EQUITY COMPENSATION PLAN
(Full title of the plan)
Corporation Service Company
1201 Hays Street, Tallahassee, FL 32301
(Name and address of agent for service)
1-800-342-8086
(Telephone number of agent for service)
Approximate Date of Commencement of Proposed Sale: As soon as practicable after
the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate registration
to be registered registered per share (1) offering price fee
----------------------------------- --------------- ----------------------- ---------------------- ---------------
Common Stock, $.001 par value 8,000,000 $0.18 $1,440,000 $154.08
----------------------------------- --------------- ----------------------- ---------------------- ---------------
(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and not
as a representation as to any actual proposed price. The offering price per
share, maximum aggregate offering price and registration fee is calculated
on the average of the bid and asked price of the common stock as of March
1, 2006.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The name of the registrant is Reliant Home Warranty Corporation (the
"Registrant"). The title of the plan is the 2005 Equity Compensation Plan (the
"Plan"). Under the Plan, the Plan administrators may grant shares to any person
employed by the Registrant either as an employee, officer, director or
independent consultant, provided that no person can be granted shares under the
plan for services related to capital raising or promotional activities.
Description of Registrant's Securities
The Company is authorized to issue 100,000,000 shares of Common Stock, $0.001
par value. The Company's stock is currently traded on the Over-the-Counter
Bulletin Board under symbol RHWC. The presently outstanding shares of Common
Stock are fully paid and nonassessable.
Common Stock: As of February 28, 2006, 78,019,782 shares of Common Stock were
outstanding.
Voting Rights: Each holder of the Common Stock shall be entitled to one vote for
each share of stock standing in his name on the books of the Corporation.
Dividend Rights. Dividends may be declared, subject to the provisions of the
laws of the State of Florida and the Articles of Incorporation, by the Board of
Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix
in advance a record date, as provided in the By-laws, prior to the dividend
payment for the purposes of determining shareholders entitled to receive payment
of any dividend. The Board of Directors may close the stock transfer books for
such purpose for a period of not more than ten (10) days prior to the payment
date of such dividend.
Dissenters' Rights: Under current Florida law, a shareholder is afforded
dissenters' rights which, if properly exercised, may require the Company to
purchase his shares dissenters' rights commonly arise in extraordinary
transactions such as mergers, consolidations, reorganizations, substantial asset
sales, liquidating distributions, and certain amendments to the Company's
certificate of incorporation.
Preferred Stock: There are currently no shares of Preferred stock issued.
Issuance of Shares
At the direction of the Registrant's Board of Directors, the employees and
consultants of the Registrant are eligible to participate in Registrant's 2005
Equity Compensation Plan (the "Plan"). The employees and all consultants may
participate in the Plan by electing to receive Registrant's common stock as
compensation.
Resale Restrictions
There are no restrictions on resale upon the purchasers of the Stock from the
employees or the consultants.
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Item 2. Registrant Information and Equity Compensation Plan Annual Information
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004 and all reports filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
subsequent to December 31, 2004 are incorporated by reference into this
Prospectus. Copies of these documents are available to any eligible employee and
consultant, without charge, upon written or oral request made to the Registrant
address stated above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration
Statement and made a part hereof:
(a) The Company's quarterly report on Form 10-QSB for the period
ended September 30, 2005.
(b) The Company's Annual report on Form 10-KSB for the year ended
December 31, 2004.
(c) All other reports which may be filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year ended December 31, 2004.
(d) Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement 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 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.
The class of securities to be offered hereby has been registered under Section
12(b) of the Exchange Act by the registrant, and incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered will be passed upon for the Registrant by
securities counsel, Melissa K. Rice, P.A. SF Partnership, LLP consents to the
incorporation by reference of their report on the audited financial statements
contained in the Form 10-KSB filed for the year ended December 31, 2004.
Item 6. Indemnification of Directors and Officers.
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Florida, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on behalf of the Registrant to indemnify any person, other than a
director or officer, made a party to any action, suit or proceeding by reason of
the fact that he/she is or was an employee.
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To the extent permitted under Florida statutes, the Registrant may limit,
through indemnification, the personal liability of their directors or officers
in actions, claims or proceedings brought against such person by reason of that
person's current or former status as an officer or director of the corporation.
We may indemnify our directors or officers if the person acted in good faith and
in a manner the person reasonably believed was, at least, not opposed to the
best interests of the corporation. In the event of a criminal action or
proceeding, indemnification is not available if the person had reasonable cause
to believe their action was unlawful.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders;
(2) a majority of a quorum of the Board of Directors consisting of members of
the Board who were not parties to the action, suit or proceeding; (3) if a
majority of a quorum of the Board of Directors consisting of members of the
board who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (4) if a quorum of the Board
of Directors consisting of members of the Board who were not parties to the
action cannot be obtained, by independent legal counsel in a written opinion.
To the extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we may indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Nevada law also allows corporations to advance
expenses of officers and directors incurred in defending a civil or criminal
action as they are incurred, upon receipt of an undertaking by or on behalf of
the director or officer to repay such expenses if it is ultimately determined by
a court of competent jurisdiction that such officer or director is not entitled
to be indemnified by the corporation because such officer or director did not
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation.
Our By-laws provide for the indemnification of its directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration Statement
and incorporated herein:
Exhibit
Number Description
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5.1 Opinion of Melissa K. Rica, P.A.
10.1 2005 Equity Compensation Plan
23.1 Consent of SF Partnership, LLP
23.2 Consent of Melissa K. Rice, P.A. (see Exhibit 5.1).
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Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the registration statement; and
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high of the
estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than twenty percent
(20%) change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(3) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the small business
issuer under Rule 424(b)(1), or (4) or 497(h) under the Securities
Act as part of this registration statement as of the time
Commission declared it effective.
(4) For determining any liability under the Securities Act, treat each
post effective amendment as a new registration statement for the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (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 in 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
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 ____________, State of _______________ on
______________, 2006.
Reliant Home Warranty Corporation
By: /s/ Boyd Soussana
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Boyd Soussana
Principal 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:
Date: _____________, 2006 /s/ Boyd Soussana
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Boyd Soussana
Principal Executive Officer, Director
Date: _____________, 2006 /s/ Steve Hamilton
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Steve Hamilton
Principal Financial Officer, Director
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