As filed with the Securities and Exchange Commission on February 3,
2004.
Registration No.
-------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of l933
LUNA TECHNOLOGIES INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 91-1987288
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
61 A Fawcett Road
Coquitlam, British Columbia, Canada V3K 6V2
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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)
Douglas Sinclair
61-A Fawcett Road
Coquitlam, British Columbia, Canada V3K 6V2
(Name and address of agent for service)
(604) 526-5890
(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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Common Stock Issuable 750,000 $0.45 $337,500 $ 43
Pursuant to Incentive
Stock Option Plan
Common Stock Issuable 1,350,000 $0.45 $607,500 $ 77
Pursuant to Non-
Qualified Stock Option
Plan
Common Stock Issuable 1,000,000 $0.45 $450,000 $ 57
Pursuant to Stock Bonus -----
Plan $ 177
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(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 closing price of the Registrant's common stock on February 2, 2004.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference
The following documents filed by the Company 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,
2002.
(2) Quarterly report on Form 10-QSB for the quarter ended March 31, 2003.
(3) Quarterly report on Form 10-QSB for the quarter ended June 30, 2003.
(4) Quarterly report on Form 10-QSB for quarter ended September 30, 2003.
All reports and documents subsequently filed by the Company 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 the
Company 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 the
Company, or is or was serving at the request of the Company 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 the Company 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 the Company
unless it shall ultimately be determined that such person is entitled to be
indemnified by the Company
Item 7 - Exemption from Registration Claimed
Not applicable
Item 8 - Exhibits
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3.1 Certificate of Incorporation as amended (1)
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3.2 Bylaws (1)
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4.1 Incentive Stock Option Plan (as amended)
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4.2 Non-Qualified Stock Option Plan (as amended)
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4.3 Stock Bonus Plan (as amended)
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5 Opinion of Counsel
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23.1 Consent of Attorneys
--------------------------
23.2 Consents 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 the Company'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 Kimberly Landry 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 Coquitlam, British Columbia on January 26, 2004.
LUNA TECHNOLOGIES INTERNATIONAL, INC.
By: /s/ Kimberly Landry
Kimberly Landry
President
/s/ Brian Fiddler
Brian Fiddler, Chief Financial Officer
and Principal Accounting 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/ Kimberly Landry
Kimberly Landry Director January 26, 2004
/s/ Robert Humber
Robert Humber Director January 26, 2004
/s/ Brian Fiddler
Brian Fiddler Director January 26, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
EXHIBITS
LUNA TECHNOLOGIES INTERNATIONAL, INC.