Commission File No. 333-
As filed with the Securities and Exchange Commission on March 25, 2004.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Globetech Ventures Corp
(Exact name of registrant as specified in its charter)
British Columbia, Canada N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
# 1105 - 13700 Mayfield Place, Richmond, British Columbia, Canada V6C 2T7
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(Address of Principal Executive Offices) (Zip Code)
Stock Option Agreement for Dilbagh S. Gujral
Stock Option Agreement for Isaac Moss
Stock Option Agreement for Steven N. Khan
Stock Option Agreement for Casey Forward
Stock Option Agreement for James H. Diffendorfer
Stock Option Agreement for Alan C. Brant
Stock Option Agreement for Roland Vetter
Stock Option Agreement for Scott E. Bartel
Stock Option Agreement for Daniel B. Eng
Stock Option Agreement for Regina J. Schroder
Stock Option Agreement for David C. Adams
Stock Option Agreement for Eric J. Stiff
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(Full title of the plans)
Dilbagh S. Gujral, President
#1105 - 13700 Mayfield Place
Richmond, British Columbia
Canada V6C 2T7
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(Name and address of agent for service)
(604) 688-0044
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(Telephone number, including area code, of agent for service)
With a copy to:
Daniel B. Eng
Bartel Eng & Schroder
1331 Garden Highway, Suite 300
Sacramento, CA 95833
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered share price registration fee
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Common Shares subject
to Options 3,025,000 $1.45(1) $4,386,250 $557
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(1) Calculated in accordance with Rule 457(c) of the Securities Act of 1933, as
amended ("Securities Act"). Estimated for the sole purpose of calculating
the registration fee and based upon the average of the high and low price
per share of the common shares of the Registrant on March 24, 2004, as
quoted on the OTCBB.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission rules and regulations allow us to
"incorporate by reference" the information that we file with the Securities and
Exchange Commission. This means that we can disclose additional important
information to you by referring to those documents. The information incorporated
by reference is an important part of this Prospectus, and information that we
file in the future with the Securities and Exchange Commission will
automatically update and supersede this information. We have filed the following
documents with the Securities and Exchange Commission and the information
contained in those documents is incorporated by reference into this registration
statement:
(1) Registrant's Annual Report on Form 20-F for the year ended September
30, 2002, as amended on May 9, 2003;
(2) Registrant's Current Reports on Form 6-K file with the SEC on May 7,
May 9, August 29, December 11 and 17, 2003, January 6 and 21, 2004 and
March 9, 2004;
(3) The description of Securities in Item 14 of the Company's Annual
Report on Form 20-F for the year ended September 30, 2003.
Please note that all other documents and reports filed under Sections
13(a), 13(c), or 15(d) of the Securities and Exchange Act of 1934, as amended,
following the date of this Prospectus and prior to the termination of this
offering will be deemed to be incorporated by reference into this Prospectus and
will be made a part of it from the date of filing with the Securities and
Exchange Commission.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the registration
statement to the extent that a statement contained herein modifies or replaces
such statement. Any such statement shall not be deemed to constitute a part of
this registration statement except as so modified or replaced.
Item 4. Description of Securities.
The Registrant's common shares to be offered under this registration
statement is registered under Section 12 of the Exchange Act. See Item 14 of the
Company's Form 20-F for the year ended September 30, 2002.
Item 5. Interests of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
The officers and directors of the Company are indemnified as provided by
the Company Act of British Columbia (the "BC Company Act") and the Articles of
the Company.
The BC Company Act provides that a company, with the approval of the court,
may indemnify a person who is a director or former director of the company, or
as a director or former director of a corporation of which the company is or was
a shareholder and the person's heirs and personal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by the person, including an
amount paid to settle an action or satisfy a judgment in a civil or criminal or
administrative action or proceeding to which the person is made a party because
of being or having been a director, including an action brought by the company
or corporation, if: (a) the person acted honestly and in good faith with a view
to the best interests of the corporation of which the person is or was a
director; and (b) in the case of a criminal or administrative action or
proceeding, the person had reasonable grounds for believing the person's conduct
was lawful.
The Articles of the Company provide that, subject to the provisions of the
BC Company Act, the Company shall indemnify a director or former director of the
Company and the Company may indemnify a director or former director of a
corporation of which the Company is or was a shareholder and the heirs and
personal representatives of any such person against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
actually or reasonably incurred by him or them in a civil, criminal or
administrative action or proceeding to which he is or they are made a party by
reason of his being or having been a director of the Company or a director of
such corporation, including any action brought by the Company or any such
corporation. Each director, on being elected or appointed, shall be deemed to
have contracted with the Company on the terms of the foregoing indemnity.
The Articles of the Company also provide that, subject to the provisions of
the BC Company Act, the directors may cause the Company to indemnify any
officer, employee or agent of the Company or a corporation of which the Company
is or was a shareholder (notwithstanding that he may also be a director) and his
heirs and personal representatives against all costs, charges and expenses
whatsoever incurred by him or them and resulting from his acting as an officer,
employee or agent of the Company or such corporation. In addition, the Company
shall indemnify the secretary and any assistant secretary of the Company if he
is not a full-time employee of the Company and notwithstanding that he may also
be a director and his respective heirs and legal representatives against all
costs, charges and expenses whatsoever incurred by him or them and arising out
of the functions assigned to the secretary by the BC Company Act or the Articles
of the Company and the secretary and assistant secretary shall, upon being
appointed, be deemed to have contracted with the Company on the terms of the
foregoing indemnity.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
5.1 Opinion of Steven Sobolewski
10.1 Stock Option Agreement for Dilbagh S. Gujral
10.2 Stock Option Agreement for Isaac Moss
10.3 Stock Option Agreement for Steven N. Khan
10.4 Stock Option Agreement for Casey Forward
10.5 Stock Option Agreement for James H. Diffendorfer
10.6 Stock Option Agreement for Alan C. Brant
10.7 Stock Option Agreement for Roland Vetter
10.8 Stock Option Agreement for Scott E. Bartel
10.9 Stock Option Agreement for Daniel B. Eng
10.10 Stock Option Agreement for Regina J. Schroder
10.11 Stock Option Agreement for David C. Adams
10.12 Stock Option Agreement for Eric J. Stiff
23.1 Consent of Steven Sobolewski (contained in Exhibit 5.1)
23.2 Consent of MacKay, LLP, Chartered Accountants
Item 9. Undertakings.
(a) 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. 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 end 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 volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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.
Provided, however, that paragraphs (a)(1) (i) and (a)(1) (ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 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 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) 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 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.
(c) 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
Securities 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 of 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 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 Vancouver, British Columbia.
Globetech Ventures Corp.,
a British Columbia corporation
Dated: February 20, 2004 By: /s/ Dilbagh Gujral
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Dilbagh S. Gujral
(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.
Dated: February 20, 2004 By: /s/
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Dilbagh S. Gujral,
President, CEO and Director
Dated: February 20, 2004 By: /s/
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Isaac Moss, Director and Secretary
Dated: February 20, 2004 By: /s/
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Steven Khan, Director
Dated: February 20, 2004 By: /s/
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Casey Forward, Director
Dated: February 20, 2004 By: /s/
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Roland Vetter, Chief Financial Officer
and Principal Accounting Officer