As filed with the Securities and Exchange Commission on January __, 2003.
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of l933
L.A.M. PHARMACEUTICAL, CORP.
(Exact name of issuer as specified in its charter)
Delaware 52-2278236
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
800 Sheppard Avenue West, Commercial Unit 1
Toronto, Ontario, Canada M3H 6B4
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(Address of Principal Executive Offices (Zip Code)
Incentive Stock Option Plan
Non-Qualified Stock Option Plan
Stock Bonus Plan
(Full Title of Plan)
Joseph T. Slechta
800 Sheppard Avenue West, Commercial Unit 1
Toronto, Ontario, Canada M3H 6B4
(Name and address of agent for service)
(877) 526-7717 or (416) 633-7047
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to agent for
service to:
William T. Hart, Esq.
Hart & Trinen
l624 Washington Street
Denver, Colorado 80203
(303) 839-0061
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price fee
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Common Stock Issuable
Pursuant to Non-Qualified
Stock Option Plan
(as amended) 3,000,000 $0.25 $ 750,000 $69
Common Stock Issuable
Pursuant to Stock Bonus
Plan (as amended) 1,000,000 $0.25 $ 250,000 $23
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$1,000,000
(1) This Registration Statement also covers such additional number of shares,
presently undeterminable, as may become issuable under the Plans in the
event of stock dividends, stock splits, recapitalizations or other changes
in the common stock. The shares subject to this Registration Statement
reflect the shares issuable pursuant to the Stock Bonus Plan all of which
may be reoffered in accordance with the provisions of Form S-8.
(2) Varied, but not less than the fair market value on the date that the options
were or are granted. Pursuant to Rule 457(g), the proposed maximum offering
price per share and proposed maximum aggregate offering price are based upon
the average bid and asked prices of the Registrant's common stock on
September 5, 2002.
L.A.M. PHARMACEUTICAL, CORP.
Cross Reference Sheet Required Pursuant to Rule 404
PART IINFORMATION REQUIRED IN PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described below is
not filed with this Registration Statement.)
Item
No. Form S-8 Caption Caption in Prospectus
1. Plan Information
(a) General Plan Information Stock Option and Bonus
Plans
(b) Securities to be Offered Stock Option and Bonus
Plans
(c) Employees who may Participate Stock Option and Bonus
in the Plan Plans
(d) Purchase of Securities Pursuant Stock Option and Bonus
to the Plan and Payment for Plans
Securities Offered
(e) Resale Restrictions Resale of Shares by
Affiliates
(f) Tax Effects of Plan Stock Option and Bonus
Participation Plans
(g) Investment of Funds Not Applicable.
(h) Withdrawal from the Plan; Other Information
Assignment of Interest Regarding the Plans
(i) Forfeitures and Penalties Other Information
Regarding the Plans
(j) Charges and Deductions and Other Information
Liens Therefore Regarding the Plans
2. Registrant Information and Employee Available Information,
Plan Annual Information Documents Incorporated
by Reference
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference
The following documents filed by L.A.M. with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:
(1) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001.
(2) Report on Form 10-QSB for the three months ended March 31, 2002.
(3) Report on Form 10-QSB for the six months ended June 30, 2002.
(4) Report on Form 10-QSB for the nine months ended September 30, 2002.
(5) Registration Statement on Form SB-2. Commission File No. 333-101676.
All reports and documents subsequently filed by L.A.M. pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement of which
this Prospectus is a part which indicates that all securities offered hereby
have been sold or which de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Prospectus and to be a part
thereof from the date of filing of such reports or documents.
Item 4 - Description of Securities
Not required.
Item 5 - Interests of Named Experts and Counsel
Not Applicable.
Item 6 - Indemnification of Directors and Officers
The Delaware General Corporation Law provides in substance that L.A.M.
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, fiduciary or agent of L.A.M., or
is or was serving at the request of L.A.M. as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgements,
fines and amounts paid in settlement actually and reasonably incurred by such
person; and that expenses incurred in defending any such civil or criminal
action, suit or proceeding may be paid by L.A.M. in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
such director, officer or employee to repay such amount to L.A.M. unless it
shall ultimately be determined that such person is entitled to be indemnified by
L.A.M.
Item 7 - Exemption from Registration Claimed
L.A.M. has issued shares of its common stock pursuant to L.A.M.'s Stock
Bonus Plan to:
Name Shares Consideration Date
John C. Leo 265,000 Services rendered 04/02/02
Dan Oreskovich 150,000 Services rendered 04/02/02
Joerg Schweitzer 90,000 Services rendered 04/02/02
Gary Stein 700,000 Services rendered 04/02/02
David Coates 1,500 Services rendered 04/02/02
Fausto Noce 140,000 Services rendered 04/02/02
Charles Tamburello 125,000 Services rendered 07/26/02
Richard P. Stanton 162,500 Services rendered 10/07/02
Richard H. Walker 162,500 Services rendered 10/07/02
Gary Stein 85,000 Services rendered 01/08/03
Richard P. Stanton 125,000 Services rendered 01/08/03
Richard H. Walker 125,000 Services rendered 01/08/03
The shares issued to the foregoing persons were not registered under the
Securities Act of 1933 but were sold in reliance upon the exemption provided by
Section 4(2) of the Act. The shares of common stock were acquired for investment
purposes only and without a view to distribution. The certificate representing
the shares of common stock bears a legend stating that the shares may not be
offered, sold or transferred other than pursuant to an effective registration
statement under the Securities Act of 1933, or pursuant to an applicable
exemption from registration. The shares are "restricted" securities as defined
in Rule 144 of the Securities and Exchange Commission.
Item 8 - Exhibits
3.1 Certificate of Incorporation as amended (1)
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3.2 Bylaws (1)
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4.2 Non-Qualified Stock Option Plan (as amended)
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4.3 Stock Bonus Plan (as amended) _____________
5 Opinion of Counsel
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23.1 Consent of Attorneys
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23.2 Consent of Accountants
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24. Power of Attorney Included as part of the
Signature Page
99 - Additional Exhibits
(Re-Offer Prospectus)
(1) Incorporated by reference to the same exhibit filed with L.A.M.'s
Registration Statement on Form 10-SB.
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 l0(a)(3) of the
Securities Act of l933;
(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; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) will not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section l3 or Section l5(d) of the Securities Act of l934
(2) That, for the purpose of determining any liability under the
Securities Act of l933, 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 l933, each filing of the
registrant's Annual Report pursuant to Section l3(a) or Section l5(d) of the
Securities Exchange Act of l934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section l5(d) of the
Securities Exchange Act of l934) 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 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.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Joseph T. Slechta his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitutes or substitute may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, 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 Toronto, Ontario, Canada on January 30, 2003.
L.A.M. PHARMACEUTICAL, CORP.
By: /s/ Joseph T. Slechta
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Joseph T. Slechta
President, Chief Executive Officer and
Principal Financial Officer
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Joseph T. Slechta
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Joseph T. Slechta Director January 30, 2003
/s/ Peter Rothbart
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Peter Rothbart Director January 30, 2003
/s/ Gary M. Nath
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Gary M. Nath Director January 30, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
EXHIBITS
L.AM. PHARMACEUTICAL, CORP.
800 Sheppard Avenue West
Commercial Unit 1
Toronto, Ontario
Canada M3H 6B4