As filed with the Securities and Exchange Commission on April 4, 2002
Reg. No. _____________________
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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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WASATCH PHARMACEUTICAL, INC.
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(Exact name of registrant as specified in its charter)
UTAH 84-0854009
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
310 East 4500 South, Suite 450
Murray, Utah 84107
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(Address of principal executive offices)
(Zip Code)
Consulting Agreements Between Wasatch Pharmaceutical Inc. and Consultants
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(Full name of the Agreement)
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David K. Giles
Chief Financial Officer
Wasatch Pharmaceutical, Inc.
310 East 4500 South, suite 450
Murray, Utah 84107
(801) 266-4668
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(Telephone number, including area code of agent for service)
Copy to:
Owen Naccarato, Esq.
Naccarato & Associates
19600 Fairchild, Suite 260
Irvine, CA 92618
Telephone: (949) 851-9261
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered Registered (1) per share (2) Price (2) Registration fee
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Common Stock
(no par value) 50,800,000 $0.01 $508,000 $ 46.74
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(1) Represents shares of common stock issued to a consultant of the Company
pursuant to contract between the Company and the consultant
(2) Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average of the bid
and asked prices per share of the registrant's common stock reported by the OTC
Nasdaq Stock Market on April 2, 2002.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Wasatch Pharmaceutical Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 2000 and December 31, 2000;
(b) the Company's quarterly reports on Form 10-QSB for the quarters
ending March 31, June 30 and September 30, 2001.
(c) the Company's Form 8-K filed February 2, 2002.
(d) all other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 2001 through the date hereof;
(e) the Registrant's Form 8-A filed on May 4, 2000 pursuant to Section
12 of the Exchange Act, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock, and
(f) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
Common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents. Any statement contained 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
supercedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superceded, to constitute a part of this
registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Owen Naccarato, Esq., does consulting work for Wasatch from time to
time.
Item 6. Indemnification of Directors and Officers
The following is a brief summary of certain indemnification provisions
of Wasatch's Articles of Incorporation and the Utah Revised Business Corporation
Act. This summary is qualified in its entirety by reference to the text thereof.
Section 16-10a-901 through 909 of the Utah Revised Business Corporation
Act, as amended (the "Corporation Act"), permits a Utah corporation to indemnify
its directors and officers for certain of their acts. More specifically,
Sections 16-10a-902 and 16-10a-907 of the Corporation Act grant authority to any
corporation to indemnify directors and officers against any judgments, fines,
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amounts paid in settlement and reasonable expenses, including attorney's fees,
by reason of his or her having been a corporate director or officer. Such
provision is limited to instances where the director or officer acted in good
faith and in a manner he or she reasonable believed to be in or not opposed to
the best interests of the corporation, or, in criminal proceedings, he or she
had no reasonable cause to believe his or her conduct was unlawful. Such
sections confer on the director or officer an absolute right to indemnification
for expenses, including attorney's fees, actually and reasonably incurred by him
or her to the extent he or she is successful on the merits or otherwise defense
of any claim, issue, or matter. The corporation may not indemnify a director if
the director is adjudged liable to the corporation or deemed to have derived an
improper personal benefit in an action in which the director is adjudged
liable.Section 16 10a-906 of the Corporation Act expressly makes indemnification
contingent upon a determination that indemnification is proper in the
circumstances. Such determination must be made by the board of directors acting
through a quorum of disinterested directors, or by the board of directors acting
on the advice of independent legal counsel, or by the shareholders. Further,
Section 16-10a 904 of the Corporation Act permits a corporation to pay attorney
fees and other litigation expenses on behalf of a director or office in advance
of the final disposition of the action upon receipt of an undertaking by or on
behalf of such director or officer to repay such expenses to the corporation if
its is ultimately determined that he or she is not entitled to be indemnified by
the corporation or to the extent the expenses so advanced by the corporation
exceed the indemnification to which he or she is entitled. Such indemnification
provisions do not exclude other indemnification rights to which a director or
officer may be entitled under the corporation's certificate or articles of
incorporation, bylaws, an agreement, a vote of shareholders, or otherwise. The
corporation may also purchase and maintain insurance to provide indemnification.
The foregoing discussion of indemnification merely summarizes certain
aspects of the indemnification provisions of the Corporation Act and is limited
by reference to the discussed section of the Corporation Act. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to members of the board of directors, officers, employees, or persons
controlling Wasatch pursuant to the foregoing provisions, Wasatch has been
informed 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
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 6.
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 include any prospectus required by Section 10(a)(3) of
the securities Act 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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:
(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 this Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraph is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
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(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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 mean of a post-effective amendment
any of the securities being registered hereunder that remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and
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 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 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 whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 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, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a 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 Murray, State of Utah, on April 4, 2002.
WASATCH PHARMACEUTICAL, INC.
By /s/ Gary Heesch
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Gary Heesch, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Gary V. Heesch, his attorney-in-fact,
with power of substitution for him in any and all capacities, to sign any future
amendments to the Registration Statement, and to file the same, with the
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, 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/ Gary V. Heesch Chief Executive Officer, President, April 4, 2002
- ------------------ Chairman of the Board
Gary Heesch (Principal Executive Officer)
/s/ Craig Heesch Director April 4, 2002
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Craig Heesch
/s/ Robert Arbon Director April 4, 2002
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Robert Arbon
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INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
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5.1 Opinion of Naccarato & Associates
10.1 Agreement between Wasatch Pharmaceutical and Michael
Russ dated April 1, 2002.
10.2 Agreement between Wasatch Pharmaceutical and Owen
Naccarato dated April 1, 2002.
23.1 Consent of Naccarato & Associates (included in Exhibit
5.1).
23.2 Consent of Thomas Leger & Co. L.L.P., Independent
Certified Public Accountants.
23.3 Power of Attorney (included as part of the signature
pages of this registration statement)
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