SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NANNACO, INC.
(Exact name of small business issuer as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation or organization)
74-2891747
(IRS Employer Identification Number)
9739 Cobb Street, #1 San Antonio, Texas 78217
(Address of principal executive offices)(Zip Code)
(210) 545-3570
(Registrant's telephone no., including area code)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered(2) Registered Share Price Fee
Common Stock 5,000,000 $ 0.03(1) $ 180,000 $ 250
$.001 par value
(1)This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457 under the Securities Act
of 1933 and is calculated on the basis of the average of the bid and asked price
of the common stock as of September 29, 2003.
(2)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and Exchange
Commission (the "Commission") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the quarter ended September
30, 2002, as amended.
2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934, as amended, since the end of the
fiscal year ended September 30, 2002.
3. The description of the Common Stock contained in the Company's registration
statement filed under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities covered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 35-1-451 through 35-1-459 of the Texas Business Corporation Act
expressly authorizes a Texas corporation to indemnify its directors, officers,
employees, and agents against claims or liabilities arising out of such persons'
conduct in such capacities if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company. In general, these provisions provide for indemnification in instances
when such persons acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the Company.
Additionally, the Certificate of Incorporation and By-laws of the Company
provide that the Company shall indemnify to the fullest permitted by Texas law
any person whom it may indemnify thereunder, including directors, officers,
employees and agents of the Company. Such indemnification (other than as ordered
by a court) shall be made by the Company only upon a determination that
indemnification is proper in the circumstances because the individual met the
applicable standard of conduct i.e., such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interest of the Company. Advances for such indemnification may be made pending
such determination. Such determination shall be made by a majority vote of a
quorum consisting of disinterested directors, or by independent legal counsel or
by the stockholders. In addition, the Certificate of Incorporation provides for
the elimination, to the extent permitted by Texas law, of personal liability of
directors to the Company and its stockholders for monetary damages for breach of
fiduciary duty as directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 Securities
Act and will be governed by the final adjudication of such issue
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS. THE FOLLOWING EXHIBITS ARE ATTACHED TO THIS REGISTRATION
STATEMENT:
SEC
Reference
Exhibit No. No. Description of Exhibit
4.01 4 2003 Non-Qualified Stock Option Plan
5.01 5 & 3 Opinion of Mark Triesch, Esq. including
consent of Mark Triesch, Esq. with
respect to the legality of the issuance of
securities being issued
23.01 23 Consent of Independent Certified Public
Accountants
ITEM 9. UNDERTAKINGS.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) 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
(c) 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 (1)(a) and (1)(b) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post- effective amendment by
this paragraph is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act, 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 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act) 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.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the 1934 Act; and, where interim financial information required to be
presented by Item 310(b) of Registration S-B is not set forth in the
prospectus, to deliver, or cause to be delivered, to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the Registrant's annual
report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
registration shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.
If the last fiscal year of the Registrant has ended within 120 days prior
to the use of the prospectus, the annual report of the Registrant for the
preceding fiscal year may be so delivered, but within such 120-day period
the annual report for the last fiscal year will be furnished to each such
employee.
(7) To transmit or cause to be transmitted to all employees participating in
the Plans who do not otherwise receive such material as stockholders of the
Registrant, at the time and in the manner
such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders
generally.
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 San Antonio, Texas on the 29th day of September, 2003.
NANNACO, INC.
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
By: /s/ Andrew DeVries, III Date: September 29, 2003
-------------------------------
Andrew DeVries, III,
President, Chief Executive Officer and Chief Financial Officer