SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WASATCH PHARMACEUTICAL, INC.
(Exact name of registrant as specified in charter)
UTAH 84-0854009
(State (IRS Employer
of Identification
Incorporation) Number)
310 East 4500 South, Suite 450
Murray, Utah 84107
(Address of Principal Executive Offices) (Zip Code)
Common Stock Issued Pursuant to
Consulting Agreements
(Full Title of Plan)
David K. Giles
Chief Financial Officer
310 East 4500 South, Suite 450
Murray, Utah 847107
(Name and Address of Agent for Service)
1-801-266-4668
(Telephone Number, Including Area Code
of Agent for Service)
Title of each Proposed maximum Proposed maximum Amount
class of securities Amount to be offering price per aggregate offering of
to be registered Registered share (1) price (1) Registration Fee
- ------------------- ------------ ------------------ ------------------ ----------------
Common stock
no par value 10,000,000 $ 0.048 $ 480,000 $ 44.16
(1) Estimated pursuant to Rule 457(c) solely for purpose of calculating the
amount of the registration fee, based upon the average of the bid and ask prices
reported on January 22, 2002, as reported on the OTC Bulletin Board.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be
sent or given to the participating employee as specified by Rule 428 (b) (1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with or included in this Registration Statement (by
incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute 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 DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement of Wasatch Pharmaceutical and in the related Section 10(a) prospectus:
(a) Wasatch Pharmaceutical's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000.
(b) All documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 into this registration statement and to
be a part hereof from the date of filing of such documents.
(c) Part I, Item 8 (Description of Securities) contained in Wasatch
Pharmaceutical's registration statement on Form 8-A.
Item 4. Description of Securities
No description of the class of securities (i.e., the $.001 par value
Common Stock) is required under this item because the common stock is registered
under Section 12 of the Exchange Act.
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Item 5. Interests of Named Experts and Counsel
Robert S. Luce, Esq., Attorney at Law, 399 Quentin Road, Suite A,
Palatine, Illinois 60067 is expected to render an opinion on the securities
being registered. Mr. Luce is not an "affiliate" of Wasatch Pharmaceutical. Mr.
Luce does not own shares of Wasatch's stock. Mr. Luce is not licensed to
practice law in the State of Utah.
Item 6. Indemnification of Directors and Officers
The following is a brief summary of certain indemnification provisions
of Wasatch's Articles of Incorporation and the Utah Revised Business Corporation
Act. This summary is qualified in its entirety by reference to the text thereof.
Section 16-10a-901 through 909 of the Utah Revised Business Corporation
Act, as amended (the "Corporation Act"), permits a Utah corporation to indemnify
its directors and officers for certain of their acts. More specifically,
Sections 16-10a-902 and 16-10a-907 of the Corporation Act grant authority to any
corporation to indemnify directors and officers against any judgments, fines,
amounts paid in settlement and reasonable expenses, including attorney's fees,
by reason of his or her having been a corporate director or officer. Such
provision is limited to instances where the director or officer acted in good
faith and in a manner he or she reasonable believed to be in or not opposed to
the best interests of the corporation, or, in criminal proceedings, he or she
had no reasonable cause to believe his or her conduct was unlawful. Such
sections confer on the director or officer an absolute right to indemnification
for expenses, including attorney's fees, actually and reasonably incurred by him
or her to the extent he or she is successful on the merits or otherwise defense
of any claim, issue, or matter. The corporation may not indemnify a director if
the director is adjudged liable to the corporation or deemed to have derived an
improper personal benefit in an action in which the director is adjudged liable.
Section 16 10a-906 of the Corporation Act expressly makes indemnification
contingent upon a determination that indemnification is proper in the
circumstances. Such determination must be made by the board of directors acting
through a quorum of disinterested directors, or by the board of directors acting
on the advice of independent legal counsel, or by the shareholders. Further,
Section 16-10a 904 of the Corporation Act permits a corporation to pay
attorney's fees and other litigation expenses on behalf of a director or office
in advance of the final disposition of the action upon receipt of an undertaking
by or on behalf of such director or officer to repay such expenses to the
corporation if its is ultimately determined that he or she is not entitled to be
indemnified by the corporation or to the extent the expenses so advanced by the
corporation exceed the indemnification to which he or she is entitled. Such
indemnification provisions do not exclude other indemnification rights to which
a director or officer may be entitled under the corporation's certificate or
articles of incorporation, bylaws, an agreement, a vote of shareholders, or
otherwise. The corporation may also purchase and maintain insurance to provide
indemnification.
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The foregoing discussion of indemnification merely summarizes certain
aspects of the indemnification provisions of the Corporation Act and is limited
by reference to the discussed section of the Corporation Act. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to members of the board of directors, officers, employees, or persons
controlling Wasatch pursuant to the foregoing provisions, Wasatch has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
No restricted securities are being reoffered or resold pursuant to this
registration statement.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 6.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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.
(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.
(4) 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 Section 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.
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(5) Insofar as indemnification for liabilities 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 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 Act and will be governed by the final adjudication of
such issue.
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 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 Murray, Utah, on the date below.
WASATCH PHARMACEUTICAL, INC.
(Registrant)
By: /s/ Gary V. Heesch
- ---------------------------------------
Gary V. Heesch, Chief Executive Officer
Dated: January 22, 2002
By: /s/ David K. Giles
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David K. Giles, principal Financial Officer
Dated: January 22, 2002
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Gary V. Heesch Chairman of the Board of January 22, 2002
- ------------------
Gary V. Heesch Directors and President
/s/ Craig Heesch Director January 22, 2002
- ----------------
Craig Heesch
/s/ Robert Arbon Director January 22, 2002
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Robert Arbon
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
5.1/23.2 Opinion and Consent regarding legality
23.1 Consent of Independent Public Accountant
99.1 Consulting Agreement
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