UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
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(Exact name of registrant as specified in its charter)
Nevada 88-0492134
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(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
#142 - 114 West Magnolia Street, Suite 400
Bellingham, WA 98225
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(Address of Principal Executive Offices)
INDIVIDUAL PLAN GRANTS FOR EXECUTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AND CONSULTANTS
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(Full title of the plans)
Jason McDiarmid, #142 - 114 West Magnolia
Street, Suite 400, Bellingham, WA 98225
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(Name and address of agent for service)
360-392-3902
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(Telephone number, including area code, of agent for service)
Copies of all communications to:
James R. Kruse
Kevin C. Timken
Kruse Landa Maycock & Ricks, LLC
50 West Broadway, Eighth Floor
Salt Lake City, Utah 84101
Telephone: (801) 531-7090
Telecopy: (801) 531-7091
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed Maximum Amount of
Title of Securities To Be Maximum Offering Aggregate Registration
To Be Registered Registered Price Per Share Offering Price Fee
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Common Stock, $0.001 par value per
share ("Common Stock")
Individual Plan Grants for Executive
Officers, Directors, Employees and
Consultants........................ 3,471,489 $0.50(1) $1,469,815(2) $173.00
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(1) Shares are to be issued at contractually-agreed prices ranging from $0.35 to
$0.50 per share.
(2) Calculated using contractually-agreed prices for all shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission ("SEC") by Essential Innovations Technology Corp., a Nevada
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended, or the Securities Act of 1933, as amended, are hereby incorporated by
reference:
(1) Annual Report on Form 10-KSB (file no. 333-106839) for the
year ended October 31, 2004, filed January 31, 2005;
(2) Current Reports on Form 8-K (file no. 333-106839) filed
December 27, 2004, January 19, 2005, April 18, 2005, June 10,
2005, June 28, 2005, July 7, 2005, July 21, 2005, and August
30, 2005; and
(3) Quarterly Reports on Form 10-QSB (file no. 333-106839) for the
quarter ended January 31, 2005, filed March 17, 2005; and for
the quarter ended April 30, 2005, filed June 14, 2005, as
amended June 23, 2005; and
(4) Description of the Company's Common Stock contained in the
Registration Statement on Form SB-2, SEC File No. 333 106839,
filed July 7, 2003.
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement that indicate that all securities offered hereby
have been sold, or that deregister all such securities remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Subsection 1 of Section 78.7502 of the Nevada Revised Statutes empowers
a corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
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reasonably incurred by him in connection with such action, suit or proceeding if
he is not liable pursuant to Section 78.138 of the Nevada Revised Statutes or if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Section 78.138 of the Nevada Revised Statutes provides that, with
certain exceptions, a director or officer is not individually liable to the
corporation or its stockholders for any damages as a result of any act or
failure to act in his capacity as a director or officer unless it is proven that
(i) his act or failure to act constituted a breach of his fiduciary duties as a
director or officer, and (ii) his breach of those duties involved intentional
misconduct, fraud or a knowing violation of law.
Subsection 2 of Section 78.7502 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit, if he acted under similar standards, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged by a court of competent jurisdiction to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which such action or suit was brought
determines that, despite the adjudication of liability, such person is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section 78.7502 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (1) and (2) of Section 78.7502, or in
the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Section 78.751 of the Nevada Revised Statutes
provides that the indemnification provided for by Section 78.7502 shall not be
deemed exclusive or exclude any other rights to which the indemnified party may
be entitled and that the scope of indemnification shall continue as to
directors, officers, employees or agents that have ceased to hold such positions
and to their heirs, executors and administrators. Section 78.752 of the Nevada
Revised Statutes empowers the corporation to purchase and maintain insurance or
make other financial arrangements on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the corporation would have the power to indemnify him against such liabilities
under Section 78.7502.
Article VI of the Company's articles of incorporation provides that, to
the fullest extent permitted by the Nevada Revised Statutes, the Company shall
indemnify directors and may indemnify officers, employees, or agents of the
Company to the extent authorized by the board of directors and in the manner set
forth in the Company's bylaws. The bylaws provide, pursuant to Subsection 2 of
Section 78.751, that the expenses of officers and directors incurred in
defending any action, suit or proceeding, whether civil or criminal, must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon delivery, if required by the
Nevada Revised Statutes, of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced if it is ultimately determined by a
court of competent jurisdiction that the officer or director is not entitled to
be indemnified by the corporation.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the SEC, such indemnification is contrary to public policy as expressed in the
Securities Act and, therefore, is unenforceable.
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Item 7. Exemption from Registration Claimed
None.
Item 8. Exhibits
Exhibit
Number* Title of Document Location
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Item 4. Instruments Defining the
Rights of Security Holders
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4.01 Specimen Stock Certificate Incorporated by reference from the
registration statement on Form SB-2, SEC File
No. 333 106839, filed July 7, 2003.
4.02 Description of Securities Incorporated by reference from the
registration statement on Form SB-2, SEC File
No. 333 106839, filed July 7, 2003.
Item 5. Opinion re: Legality
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5.01 Opinion of Kruse Landa Maycock & Ricks, LLC Attached
Item 23 Consents of Experts and Counsel
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23.01 Consent of Peterson Sullivan PLLC, independent Attached
registered public accountanting firm
23.02 Consent of Kruse Landa Maycock & Ricks, LLC Included in 5.01 above
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* The number preceding the decimal indicates the applicable SEC reference
number in Item 601, and the number following the decimal indicates the
sequence of the particular document.
Item 9. Undertakings
Undertaking Required by Item 512(a) of Regulation S-K: 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;
(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 the
registration statement. Notwithstanding the foregoing, any increase or decrease
in 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 SEC pursuant to Rule 424(b) if, in the aggregate, the
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changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any 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.
Undertaking Required by Item 512(b) of Regulation S-K: The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act) 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.
Undertaking Required by Item 512(h) of Regulation S-K: 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 SEC 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 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 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, 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 Bellingham, state of Washington, on the 9th day of
September, 2005.
ESSENTIAL INNOVATIONS TECHNOLOGY CORP.
By /s/ Jason McDiarmid
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Jason McDiarmid, President
(Principal Executive Officer)
By /s/ Kenneth G.C. Telford
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Kenneth G.C. Telford (Principal Financial)
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed below by the following persons in the
capacities indicated on this 9th day of September, 2005.
/s/ Jason McDiarmid
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Jason McDiarmid, Director and
Principal Executive Officer
/s/ Kenneth G.C. Telford
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Kenneth G.C. Telford, Director and
Principal Financial and Accounting Officer
/s/ Steve Wuschke
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SteveWuschke, Director
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William Baumgartner, Director
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William Yang, Director
/s/ Jeane Manning
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Jeane Manning, Director
/s/ Peter Bond
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Peter Bond, Director
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