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
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
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Common Stock, $.001 par value 10,000,000 $0.13 $1,300,000 $39.91
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(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 April
10, 2007.
PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
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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
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The Company is authorized to issue 200,000,000 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 March 31, 2007, 97,849,002 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
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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
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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
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The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2006 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, 2006 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
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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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 Registrant's annual report on Form 10-KSB for the period ended
December 31, 2006.
(b) The Registrant's Form 10-QSB for the periods ended September 30,
2006, June 30, 2006 and March 31, 2006 and all amendments thereto.
(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 years ended December 31, 2005 and 2006, respectively.
(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.
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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.
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The validity of the securities offered will be passed upon for the Registrant by
securities counsel Kimberly L. Graus, P.A. Berman Hopkins Wright & LaHam, CPAs
and Associates, LLP consent 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, 2006.
Item 6. Indemnification of Directors and Officers.
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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
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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.
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. Florida 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.
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Not Applicable.
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Item 8. Exhibits.
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The following is a list of exhibits filed as part of this Registration Statement
and incorporated herein:
Exhibit Description
Number
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5.1 Opinion of Kimberly L. Graus, P.A.
10.1 2005 Equity Compensation Plan (1)
23.1 Consent of Berman Hopkins Wright & LaHam, CPAs and Associates,
LLP
23.2 Consent of Kimberly L. Graus, P.A. (see Exhibit 5.1).
(1) Incorporated by reference to Form S-8 registration statement filed March 8,
2006, file # 333-132279.
Item 9. Undertakings.
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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.
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(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 Toronto, Province of Ontario on April 11, 2007.
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: April 11, 2007 /s/ Boyd Soussana
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Boyd Soussana
Principal Executive Officer
Date: April 11, 2007 /s/ Paul Burden
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Paul Burden
Principal Financial Officer, Director
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