AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 12, 2003
File No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Alternate Energy Corp.
(Exact name of registrant as specified in its charter)
NEVADA 86-0884116
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3325 North Service Road
Unit 105
Burlington Ontario L7N 3G2 Canada
(Address of principal executive offices, including Postal Code)
Consulting Agreement
(Title for the plan)
Nevada Corporate Headquarters, Inc.
101 Convention Center Drive, Suite 777, Las Vegas NV 89102
(Name and address of agent for service)
(800) 873-3488
(Telephone number, including area code)
Copies of Communications to
Jonathan D. Leinwand, Esq.
12955 Biscayne Blvd., Suite 328, North Miami, FL 33181
(305) 981-4524
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Title of Securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per share aggregate offering price registration fee
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Common Stock
$.001 Par Value 1,055,000 Shares $ 0.45(1) $ 474,750 $ 43.68
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(1) Estimated solely for the purpose of calculating the registration fee,
based upon the closing price of the Common Stock on June 11, 2003.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
1,055,000 Shares
Alternate Energy Corp.
Common Stock
This Prospectus relates to 1,055,000 shares of common stock, $.001 par
value (the "Common Stock"), of Alternate Energy Corp., a Nevada corporation (the
"Company")(formerly known as COI Solutions, Inc.).
The Company's common stock is currently traded on the Over-the-Counter
Bulletin Board under the symbol "ARGY".
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is June 12, 2003.
You should only rely on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Prospectus or any supplement is accurate as of any
date other than the date on the front of this Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The Company is required to file annual, quarterly and special reports, and other
information with the Securities and Exchange Commission (the "SEC") as required
by the Securities Exchange Act of 1934, as amended (the "1934 Act"). You may
read and copy any reports, statements or other information we file at the SEC's
Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov). Additional
information may also be obtained from the Company at 6-295 Queen Street East,
Suite 438, Brampton, Ontario Canada L6W 4S6.
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INCORPORATED DOCUMENTS
The SEC allows the Company to "incorporate by reference" information into this
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to made part of this Prospectus,
except for any information superseded by information in this Prospectus.
The Company's Annual Report on Form 10-KSB, filed May 15, 2003, is incorporated
herein by reference. In addition, all documents filed or subsequently filed by
the Company under Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the termination of this offering, are incorporated by reference.
DESCRIPTION OF CONSULTING AGREEMENTS
The Company has entered into several Consulting and Employment
Agreement (the "Agreements") dated at various dates, pursuant to which the
Company has agreed to issue an aggregate of 3,892,174 shares (the "Shares") of
the Company's Common Stock in payment for consulting services to the Company
concerning the matters further described below. The consultants and/or employees
are:
Noah Clark
Igor Ilitchev
REGISTRATION OF THE SHARES
Pursuant to agreements with the Consultants, the Company has agreed to
register the Shares on a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, in connection with their original issuance to the
consultants. This Prospectus relates to a Registration Statement on Form S-8
which was filed with the Securities and Exchange Commission on the date hereof
and which became effective as of such filing.
RESALE OF THE SHARES
The Agreements do not impose any restrictions on the resale of the
Shares. However, if a recipient of Shares is or becomes an "affiliate" of the
Company, as such term is defined in Rule 144 promulgated under the Securities
Act, at any such time, such person will be subject to the limitations on the
amount of securities which may be sold imposed under Rule 144(e)(1). Rule
144(e)(1) generally provides that the number of shares of Common Stock which may
be sold in any three month period may not exceed the greater of (i) 1% of the
outstanding Common Stock as shown by the most recent published report of the
Company or (ii) the average weekly reported volume of trading in the Common
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Stock, as reported through NASDAQ, for the four weeks preceding the filing of a
notice of proposed sale of the Common Stock, if required under Rule 144(b) under
the Securities Act, or preceding the date of receipt of the order to execute the
transaction by the broker or the date of execution directly with a market maker.
Additional information regarding the Agreements not set forth in this
Prospectus may be obtained from the Company at 6-295 Queen Street East, Suite
438, Brampton, Ontario Canada.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
At the time of issuance of the Shares, the consultant recognized
ordinary income for federal income tax purposes in an amount equal to the then
fair market value of the Shares received by such consultant.
The consultant will recognize gain or loss on the subsequent sale of
the Shares in an amount equal to the difference between the amount realized and
the tax basis of such Shares, which will equal the amount included in the
consultant's income by reason of the issuance of the Shares. Provided such
Shares are held as a capital asset, such gain or loss will be long-term or
short-term capital gain or loss depending upon whether the Shares have been held
for more than one year.
The Agreement is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under Section
401(a) of the Code.
This discussion is only a summary of certain significant federal income
tax consequences and each consultant should consult an independent tax adviser
as to all of the federal and state income tax consequences relating to the
receipt or sale of the Shares.
CERTAIN INFORMATION
The documents incorporated by reference in Item 3 of Part II of the
Form S-8, and any other documents required to be delivered pursuant to Rule
428(b), promulgated under the Securities Act, are available from the Company,
without charge, upon written or oral request. Requests for documents should be
directed to the President of the Company. The documents incorporated by
reference in Item 3 of Part II of the Form S-8 are also incorporated in this
Prospectus by reference thereto.
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Alternate Energy Corp.
f/k/a COi Solutions, Inc.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission") by Alternate Energy Corp
f/k/a COi Solutions, Inc. (the "Company" or the "Registrant"):
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal period
ended December 31, 2002;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2003.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and 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 in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 150,000,000 shares of Common Stock,
par value $.001 per share (the "Common Stock"). Holders of the Common Stock have
one vote per share on each matter submitted to a vote of stockholders, the right
to receive such dividends, if any, as may be declared by the Board of Directors
out of assets legally available therefore and the right to receive net assets in
liquidation after payment of all amounts due to creditors and all preferential
amounts due to holders of any preferred stock. Holders of the Common Stock have
no conversion rights and are not entitled to any preemptive or subscription
rights. The Common Stock is not subject to redemption or any further calls or
assessments. The Common Stock has noncumulative voting rights in the election of
directors.
The Common Stock is traded in the over-the-counter market (the "OTC
Bulletin Board") and quoted under the symbol "ARGY".
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Jonathan D. Leinwand, Esq., who acts as counsel the company and who has
expressed an opinion as to the issuance of the stock being registered on this
S-8 registration statement is the beneficial owner of 100,000 shares of common
stock of the Company. Such stock was received as compensation for services
rendered in connection with matters not related to the opinion being expressed
herein.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the provisions of the Nevada Revised Statutes (the
"NRS"), the Company has the power to indemnify any person made a party to an
action, suit or proceeding by reason of the fact that they are or were a
director, officer, employee or agent of the Company, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any such action, suit or proceeding if they acted in
good faith and in a manner which they reasonably believed to be in, or not
opposed to, the best interest of the Company and, in any criminal action or
proceeding, they had no reasonable cause to believe their conduct was unlawful.
Termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which they reasonably believed to be in or not opposed to the best
interests of the Company, and, in any criminal action or proceeding, they had no
reasonable cause to believe their conduct was unlawful.
The Company must indemnify a director, officer, employee or agent of
the Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company, against expenses actually and
reasonably incurred by them in connection with the defense.
The Company may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that they are not entitled to be indemnified by
the Company.
The NRS also permits a corporation to purchase and maintain liability
insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director, officer, employee or agent, of
another corporation, partnership, joint venture, trust or other enterprise for
any liability asserted against them and liability and expenses incurred by them
in their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
4.1 Consulting Contract between the Company and Noah Clark
4.2 Consulting Contract between the Company and Dr. Igor Ilitchev
5.2 Opinion of Counsel
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 provide any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act").
(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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the 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 20 percent 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 this Registration Statement or any
material change to such information in the registration statement; provided
however, that clauses (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to Sections 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining liability under the
Securities 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.
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(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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 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 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Toronto, Province of Ontario, on February 28,
2003.
Alternate Energy Corp.
By: /s/ Blaine Froats
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Blaine Froats
President/Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ Blaine Froats President/Director June 12, 2003
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/s/ Sean Froats Director June 12, 2003
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/s/ Jack Wasserman Director June 12, 2003
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S-1
EXHIBIT INDEX
4.1 Consulting Contract between the Company and Noah Clark
4.2 Consulting Contract between the Company and Dr. Igor Ilitchev
5.2 Opinion of Counsel