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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2008
REGISTRATION STATEMENT NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 of (I.R.S. Employer
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 IV
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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:
Jennifer Post, Esq.
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)
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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
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Common Stock 3,800,000 $0.023 $87,400 $3.43
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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 September 3, 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.
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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 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
Registration Statement:
(a) The Current Report on Form 8-K filed with the Commission on August 22,
2008;
(b) The Quarterly Report for the period ended June 30, 2008, filed by the
Registrant with the Securities and Exchange Commission (the "Commission") on
Form 10-Q on August 14, 2008;
(c) The Current Report on Form 8-K filed with the Commission on August 11,
2008;
(d) The Second 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/A on July 29, 2008;
(e) The Amended 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/A on July 29, 2008;
(f) The Current Report on Form 8-K filed with the Commission on July 25,
2008;
(g) The Current Report on Form 8-K filed with the Commission on July 22,
2008;
(h) 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/A on May 20, 2008;
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(i) 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;
(j) The Current Report on Form 8-K filed with the Commission on May 14,
2008;
(k) 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;
(l) 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
(m) 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 Registration
Statement and to be a part hereof from the date of filing of such documents.
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 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. Both Richardson & Patel LLP and its
principals have accepted our common stock in exchange for services rendered to
us in the past and, although they are under no obligation to do so, they may
continue to accept our common stock for services rendered to us. As of the date
of this prospectus the principals of Richardson & Patel, LLP do not own any
shares of common stock.
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AJ. Robbins, PC has consulted and assisted in the preparation of this
Registration Statement. Both AJ. Robbins, PC and its principles have accepted
our common stock in exchange for services rendered to us in the past, and
although they are under no obligation to do so, they may continue to accept our
common stock for services rendered to us.
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. 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 IV
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)
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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 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 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.
(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 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, California, on September 4, 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 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) September 4, 2008
By: /s/ Matin Emouna
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Matin Emouna,
Director
September 4, 2008
By: /s/ Dr. Leonard Makowka
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Dr. Leonard Makowka,
Director
September 4, 2008