As filed with the Securities and Exchange Commission on September 12, 2008
Registration No. 333-100487
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ALLERGY RESEARCH GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Florida 13-3940486
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2300 North Loop Road
Alameda, California 94502
(Address, Including Zip Code, of Principal Executive Offices)
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1998 INCENTIVE STOCK OPTION PLAN 1
(Full Title of the Plan)
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Manfred Salomon
President
Allergy Research Group, Inc.
2300 North Loop Road
Alameda, California 92502
(800) 545-9960
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
Gretchen Cowen, Esq.
Law Offices of Gretchen Cowen, APC
1903 Wright Place, Suite 250
Carlsbad, CA 92008
(760) 931-0903
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EXPLANATORY NOTE
On October 10, 2002, Allergy Research Group, Inc., a Florida
corporation (the "Registrant"), filed a registration statement (the
"Registration Statement") on Form S-8 (Commission File No. 333-100487) with the
Securities and Exchange Commission (the "Commission"), which registered
1,000,000 shares of the Registrant's common stock, par value $0.001 per share
(the "Common Stock"), to be offered or sold under the 1998 Incentive Stock
Option Plan 1(the "Plan").
On September 12, 2008 (the "Merger Date"), pursuant to an Agreement and
Plan of Merger, dated as of August 8, 2008, by and among the Registrant,
Longhorn Acquisition Corp., a Florida corporation ("Merger Sub"), and KI
NutriCare, Inc., a New York corporation ("Parent"), Merger Sub merged with and
into the Registrant, and the Registrant became a wholly owned subsidiary of
Parent (the "Merger"). On September 12, 2008, the Registrant filed a
certification and notice of termination of registration on Form 15 with respect
to the Common Stock.
As a result of the Merger, the Registrant has terminated all offerings
of the Registrant's securities pursuant to its existing registration statements,
including the Registration Statement. Accordingly, the Registrant is filing this
Post-Effective Amendment No. 2 to the Registration Statement to deregister all
of the shares of Common Stock reserved for issuance under the Plan which remain
unissued on the Merger Date.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 No. 2 to Form S-8 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Alameda, State of
California, on September 12, 2008.
ALLERGY RESEARCH GROUP, INC.
By: /s/ Manfred Salomon
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Manfred Salomon
Chief Operating Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 2 to Form S-8 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/ Manfred Salomon Chief Operating Officer September 12, 2008
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Manfred Salomon
/s/ Kenichi Saito Director September 12, 2008
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Kenichi Saito
/s/ Osamu Mogi Director September 12, 2008
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Osamu Mogi