Registration No.333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Nortia Capital Partners, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Incorporated in Nevada
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(State or other jurisdiction of incorporation or organization)
33-0967353
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(I.R.S. Employer Identification No.)
400 Hampton View Court, Alpharetta, GA 30004
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(Address of Principal Executive Offices, including ZIP Code)
May 2005 Share Grants
(Full Title of the Plan)
William J. Bosso, Chief Executive Officer
400 Hampton View Court, Alpharetta, GA 30004
(770) 777-6795
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE OFFERING PRICE (1) FEE
PER SHARE (1)
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COMMON STOCK $0.001 par value 250,000 $ 1.00 $ 250,000 $ 29.43
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(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule457(h). Pursuant to
Rule457(h)(1), this estimate is based upon the price at which the
shares were valued.
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TABLE OF CONTENTS
PART I
PART II
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
SIGNATURES
EX-5.1
EX-23.1
EX-23.2
EX-23.3
EX-24.1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part
I will be sent or given to Messrs. William J. Bosso and Matthew
Henninger, as specified by Rule 428(b)(1). Such documents are not
being filed with the Securities and Exchange Commission either as
part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such 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
Securities Act, of 1933, as amended.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We hereby incorporate by reference into this Registration
Statement the following documents filed by us with the Securities
and Exchange Commission (the "Commission"):
(a) Our Annual Report on Form 10-KSB for the year ended April
30, 2004;
(b) Our Quarterly Report on Form 10-QSB for the period ended
July 31, 2004;
(c) Our Quarterly Report on Form 10-QSB for the period ended
October 31, 2004;
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(d) Our Quarterly Report on Form 10-QSB for the period ended
January 31, 2005; and
(e) All other reports filed by us pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act").
All documents filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration
Statement and 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 in this Registration Statement and to
be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein and to be a part hereof 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 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.
Our amended and restated articles of incorporation authorizes
50,000,000 shares of Commons Stock, par value $0.001 per share, and
5,000,000 shares of Preferred Stock, par value $0.001 per share, of
which 300,000 have been designated as Series A convertible preferred
shares. Convertible Preferred A Stock are convertible into an
equivalent number of Shares of Common Stock and have voting rights
equivalent to ten (10) times the number of Shares of Common Stock
into which the Convertible Preferred A Shares are convertible. Each
holder of common stock is entitled to one vote for each share owned
of record on all matters voted upon by stockholders, and a majority
vote of the outstanding shares present, either in person or by
proxy, at a stockholders' meeting is required for most actions to be
taken by stockholders. Our directors are elected by a plurality.
The holders of the common stock do not have cumulative voting
rights. Accordingly, the holders of a majority of the voting power
of the shares voting for the election of directors can elect all of
the directors if they choose to do so. The common stock bears no
preemptive, or preferential rights to subscribe to any unissued
stock or any other securities which we may hereafter be authorized
to issue. The common stock is not subject to redemption, sinking
fund or conversion provisions. Holders of common stock are entitled
to receive dividends if, as and when declared by our board of
directors out of funds legally available for dividends, subject to
the dividend and liquidation rights of any series of preferred stock
that may be issued in the future and subject to any dividend
restriction contained in any credit facility with we may enter into
in the future. Any dividends declared with respect to shares of
common stock will be paid pro rata in accordance with the number of
shares of common stock held by each stockholder. There are 300,000
shares of Preferred Stock issued and outstanding.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Nevada Revised Statutes ("NRS"), Chapter 78
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NRS 78.7502 provides for the discretionary and mandatory
indemnification of officers, directors, employees and agents.
NRS 78.7502 (1) provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amount
paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
NRS 78.7502 (2) provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit by or in the right
of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amount paid in settlement to the
corporation, unless and only to the extent that the court in which
the action or suite was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
NRS 78.7502 (3) To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred
to in subsections 78.7502 (1) or 78.7502 (2), or in defense of any
claim, issue or matter therein, the corporation shall indemnify him
against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
NRS 78.751 provides that authorization is required for
discretionary indemnification directors, officers, employees or
agents, advancement of expenses to those parties and a limitation on
indemnification and advancement of expenses.
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NRS 78.751 (1) provides that any discretionary
indemnification under NRS 78.7502, unless ordered by a court or
advancement pursuant to subsection 2, may be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
NRS 78.751 (2) provides that the articles of incorporation,
the bylaws or an agreement made by the corporation may provide that
the expenses of officers and directors incurred in defending a civil
or criminal action, suit or proceeding must be paid by the
corporation as they are incurred an in advance of the final
disposition of the action, suit or proceeding, 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 is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel other
than directors or officers may be entitled under any contract or
otherwise by law.
NRS 78.751 (3) provides that the indemnification and
advancement of expenses authorized in or ordered by a court pursuant
to NRS 78.751:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless
ordered by a court pursuant to NRS 78.7502 or for the advancement of
expenses made pursuant to subsection 2, may not be made to or on
behalf of any director of officer if a final adjudication
establishes that his acts or omission involved intentional
misconduct, fraud or a knowing violation of the law and was material
to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
Articles of Incorporation
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Our Articles of Incorporation, as amended, limits the
personal liability of directors and officers from damages for breach
of fiduciary duty as a director or officer but such provision does
not eliminate or limit the liability of a director or officer for:
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(i) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law;
(ii) the payment of dividends in violation of NRS 78.300;
(iii) willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of such
director's or officer's office.
Specific provisions relating to the indemnification of our directors and
officers are provided for in our By-Laws specified below.
Bylaws
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Section 10 of our By-Laws provides that each person who was
or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereafter a
"proceeding"),by reason of the fact that he or she is or was a
director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit
plan hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director
or officer or in any other capacity while serving as a director or
officer shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Nevada General Corporation Law,
as the same exists or may hereafter be amended, (but, in the case of
any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than
permitted prior thereto), against all expense, liability and loss
(including attorney's fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to
be a director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however,
that, except where the indemnitee brings suit against the
Corporation or with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
4.1/(1)/ Articles of Incorporation, as filed with the
Secretary of State of the State of Nevada on April 9, 1999
4.2/(2)/ Bylaws
4.2(a)/(2)/ Articles of Merger between Nortia Capital
Partners, Inc., a Nevada corporation and Nortia Capital
Partners, Inc., a Florida corporation, filed with Secretary
of State of Nevada on December 3, 2004 incorporated by reference
to exhibit 2.2 to Form 8-K filed on December 9, 2004.
4.2(b)/(2)/ Amended and Restated Articles of Incorporation, as filed with
the Secretary of State of the State of Nevada on November 29,
2004 incorporated by reference to exhibit 3.1b to Form 8-K
filed on December 9, 2004.
5.1* Opinion of Bryan Cave LLP regarding the validity of the
securities being registered
23.1* Consent of Salberg & Company, P.A.
23.2* Consent of Ahearn, Jasco + Company, P.A.
23.3* Consent of Bryan Cave LLP (included in Exhibit5.1)
24.1* Power of Attorney
* Filed herewith
/(1)/ Incorporated herein by reference to Exhibit 2.1 of our
Registration Statement on Form10-QSB filed on October 8, 2004
(Commission File Number: 000-26843).
/(2)/ Incorporated herein by reference to Exhibits 3.3,
3.1, and 2.2, respectively, of our Current Report filed on
December 8, 2004 on Form8-K (Commission File Number: 000-26843).
Item 9. Undertakings.
(a)We hereby undertake:
(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 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.
(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) We hereby undertake that, for purposes of determining
any liability under the Securities Act of 1933, each filing of our
annual report pursuant to Section13(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 Section15(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.
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(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons pursuant to the foregoing provisions, or
otherwise, we have 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 us of expenses incurred
or paid by a director, officer or controlling person 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, we 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.
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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 Los
Angeles, State of California, on the date indicated.
Date: June 15,2005 NORTIA CAPITAL PARTNERS, INC.
By: /s/ William J. Bosso
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William J. Bosso
Chief Executive Officer
June 15, 2005 By: /s/ Robert Hunziker
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Robert Hunziker
Chief Financial 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.
/s/ William J. Bosso June 15, 2005
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William J. Bosso
Title: Director
/s/ Matthew T. Henninger June 15, 2005
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Matthew T. Henninger
Title: Director
/s/ Robert Hunziker June 15, 2005
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Robert Hunziker
Title: Director
/s/ J.P. Baron June 15, 2005
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J.P. Baron
Title: Director
/s/ John Benton June 15, 2005
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John Benton
Title: Director
/s/ Michael E. Marshall June 15, 2005
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Michael E. Marshall
Title: Director
/s/ John A. Van Tuin June 15, 2005
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John A. Van Tuin
Title: Director
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EXHIBIT INDEX
Exhibit Description
5.1 Opinion of Bryan Cave LLP regarding the validity of the
securities being registered
23.1 Consent of Salberg & Company, P.A.
23.2 Consent of Ahearn, Jasco + Company, P.A.
23.3 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney
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