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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 2008
REGISTRATION STATEMENT NO. 333-150400
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL DETECTION TECHNOLOGY
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(Exact name of registrant as specified in its
charter)
CALIFORNIA 95-2746949
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9595 WILSHIRE BLVD., SUITE 700
BEVERLY HILLS, CALIFORNIA 90212
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(Address of principal executive offices) (Zip Code)
2008 - EQUITY INCENTIVE PLAN II
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(Full title of the plan)
Jacques Tizabi, Chief Executive Officer
9595 Wilshire Blvd., Suite 700
Beverly Hills, California 90212
(310) 248-3655
copies to:
Mark Y. Abdou
Richardson & Patel LLP
10900 Wilshire Boulevard, Suite 500
Los Angeles, California 90024
(310) 208-1182
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(Name and address and telephone of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE(1) REGISTRATION FEE(3)
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Common Stock 330,000,000 $0.0006 $198,000 $7.78
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as
amended (the "Securities Act"), the price per share and aggregate offering price
are based upon the average closing bid and ask prices of the Common Stock of the
Registrant as listed on the OTC Bulletin Board on April 18, 2008.
(2) Pursuant to Rule 416 of the Securities Act, this registration statement
shall also cover any additional shares of common stock that shall become
issuable by reason of any stock dividend, stock split, recapitalization, or
other similar transaction by the Registrant.
(3) This Post Effective Amendment No. 1 to the Registrant's Form S-8 filed on
April 23, 2008 (Registration No. 333-150400) (the "Registration Statement") is
being filed to correct a deficiency with respect to the required opinions from
the Registrant's prior and current independent registered public accounting
firm. There are no additional fees due.
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EXPLANATORY NOTE
On April 23, 2008, Universal Detection Technology, a California corporation (the
"Registrant"), filed with the Securities and Exchange Commission a registration
statement on Form S-8 (Registration No. 333-150400) (the "Registration
Statement") for the sale of 330,000,000 shares of common stock (the "Common
Stock").
This Post Effective Amendment No. 1 to the Registration Statement (the "Post
Effective Amendment") is being filed to correct a deficiency with respect to the
required opinions from the Registrant's prior and current independent registered
public accounting firm. The Registrant hereby attaches revised consents from
Kabani & Company, Inc. and AJ. Robbins, PC, which are being filed as Exhibit
23.1 and 23.2, respectively, to this Post Effective Amendment to the
Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required in Part I of Form S-8 to be contained in
a prospectus meeting the requirements of Section 10(a) of the Securities Act is
not required to be filed with the Securities and Exchange Commission (the
"Commission") and is omitted from this Post Effective Amendment to the
Registration Statement in accordance with this explanatory note to Part I of
Form S-8 and Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference
into this Post Effective Amendment to the Registration Statement:
(a) The Amended Quarterly Report for the period ended March
31, 2008, filed by the Registrant with the Securities and Exchange Commission
(the "Commission") on Form 10-Q on May 20, 2008;
(b) The Quarterly Report for the period ended March 31, 2008,
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on Form 10-Q on May 19, 2008;
(c) The Current Report on Form 8-K filed with the Commission
on May 14, 2008;
(d) The Annual Report for the period ended December 31, 2007,
filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on Form 10-KSB on April 14, 2008;
(e) The description of the Registrant's common stock contained
in the Registrant's Registration Statement on Form S-1, filed with the
Commission pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act") originally on January 17, 1989, including all amendments filed
for the purpose of updating such common stock description; and
(f) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
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 into this Post
Effective Amendment to the Registration Statement and to be a part hereof from
the date of filing of such documents.
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Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Post Effective Amendment to the Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such earlier statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Richardson & Patel LLP, has given an opinion on the validity
of the securities being registered hereunder. Erick Richardson and Nimish Patel,
principals in the law firm, are eligible to receive shares of the Registrant's
common stock registrable pursuant to this Post Effective Amendment to the
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporation Law permits
the indemnification of a corporation's agent (which includes officers and
directors) if such agent is a party (or is threatened to be made a party) to any
action or proceeding by reason of the fact that the person is or was an agent of
the corporation or because he is a party (or is threatened to be made a party)
to any action or proceeding brought by or on behalf of a corporation. If the
agent is successful on the merits in defense of any action or proceeding, the
corporation must indemnify the agent against expenses actually and reasonably
incurred by the agent in such defense.
The Registrant's Articles of Incorporation, as amended,
provide that the liability of directors for monetary damages shall be eliminated
to the fullest extent permissible under California law. The Registrant's Bylaws
permit the Registrant to indemnify its officers and directors, to the maximum
extent permitted by the California General Corporation Law, against expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact any
person is or was an officer or director of the Registrant. In this regard, the
Registrant has the power to advance to any officer or director expenses incurred
in defending any such proceeding to the maximum extent permitted by law.
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Insofar as indemnification for liabilities arising under the
Securities Act may be permitted for the Registrant's directors, officers, and
controlling persons 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. ITEM 7. EXEMPTION FROM
REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 2008 - Equity Incentive Plan II
5.1 Opinion and Consent from Richardson & Patel LLP
23.1 Consent of Kabani & Company, Inc.
23.2 Consent of AJ. Robbins, PC
23.3 Consent of Richardson & Patel LLP (included in
Exhibit 5.1)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Post Effective Amendment to the
Registration Statement to include any additional or changed material information
on the plan of distribution;
(2) For determining liability under the Securities Act, to
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering;
(3) To remove from registration any of the securities that
remain unsold at the end of the offering by means of a post-effective amendment;
and
(4) For determining liability of the Registrant under the
Securities Act to any purchaser in the initial distribution of the securities,
in a primary offering of securities of the Registrant pursuant to this Post
Effective Amendment to the Registration Statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, to be a seller to the purchaser and to be considered
to offer or sell such securities to such purchaser: a) any preliminary
prospectus or prospectus of the Registrant relating to the offering required to
be filed pursuant to Rule 424 (ss.230.424); b) any free writing prospectus
relating to the offering prepared by or on behalf of the Registrant or used or
referred to by the Registrant; c) the portion of any other free writing
prospectus relating to the offering containing material information about the
Registrant or its securities provided by or on its behalf; and d) any other
communication that is an offer in the offering made by the Registrant to the
purchaser.
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(5) 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 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 this Post
Effective Amendment to 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.
(6) 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 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 that 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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
Post Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, California, on May 27, 2008.
UNIVERSAL DETECTION TECHNOLOGY
By: /s/ Jacques Tizabi
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Jacques Tizabi,
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
By: /s/ Jacques Tizabi
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Jacques Tizabi,
Chief Executive Officer, Acting
Chief Financial Officer, and
Director (Principal Executive
Officer and Acting Principal
Accounting and Financial Officer)
May 27, 2008
By: /s/ Matin Emouna
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Matin Emouna,
Director
May 27, 2008
By: /s/ Dr. Leonard Makowka
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Dr. Leonard Makowka,
Director
May 27, 2008
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