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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REDCELL POWER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-4044390
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1250-999 West Hastings
Vancouver, British Columbia V6C 2W2
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Address of principal Executive Offices Zip Code
Registrant's Telephone Number (604) 605-8852
EMPLOYMENT AND CONSULTING CONTRACTS
(Full Title of the Plans)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock 500,000(1) $.75(2) $375,000 $89.63
($0.001 par value)
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(1) Shares registered pursuant to this Registration Statement
available for issuance.
(2) Estimated at June 1, 2002 pursuant to Rule 457(h) under
the Securities Act of 1933, as amended solely for the purpose of
calculating the amount of the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information
(a) General Plan Information
(1) The Company shall offer its common stock, $.001 par value,
pursuant to the plan.
(2) The purpose of the plan is to compensate consultants and
employees of the company for services and work rendered on
behalf of the company, for a period of one (1) year.
(3) The plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
(4) Participants many contact the company for any additional
information about the plan.
(b) Securities to be Offered
(1) The Company shall offer under the plan 500,000 shares of
its Common stock, $.001 par value.
(c) Employees Who May Participate in the Plan
The Company shall, at its sole discretion, determine who shall
be eligible to participate in the plan. The Company shall
consider those employees and consultants, who contribute
services to the company, to be eligible under the plan.
(d) Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered
(1) Employees offered eligibility to the Plan may elect to
participate in the plan for a period of one year and are to
be compensated for services and work rendered for the
company's benefit in lieu of payment.
(e) Resale Restrictions
Resale of the shares registered hereunder shall be subject
to Rule 144 of the Securities and Exchange Acts of 1933 and
1934 unless an opinion of the company's corporate counsel
indicates otherwise.
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
The registrant shall provide a written statement to participants
advising them of the availability without charge, upon written or
oral request, of the documents incorporated by reference in Item
3 of Part II of the registration statement, and stating that
these documents are incorporated by reference in the Section
10(a) prospectus. The statement also shall indicate the
availability without charge, upon written or oral request, of
other documents required to be delivered to employees pursuant to
Rule 428(b) ( 230.428(b)). The statement shall include the
address (giving title or department) and telephone number to
which the request is to be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of REDCELL POWER CORPORATION (the
"Company"), previously filed with the Securities and Exchange
Commission, are incorporated herein by reference:
1. The Company's latest quarterly report filed on Form 10Q for
the period ending April 30, 2002, the company's latest annual
report filed on Form 10K for the year ending January 30, 2002 and
the Company's Form 8-K filed on May 29, 2002 disclosing a
significant acquisition by the company and a change in control of
the company;
2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the above reference to the Company's Annual
report.
3. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of The Securities Exchange Act of 1934
after the date of this Registration Statement, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which registers all
securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be
a 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 incorporated
or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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.
The securities to be registered and offered are the Company's
common stock, par value $.001, which is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
Indemnification of Officers and Directors of the Company is
provided for under the Article XI of the Company's by-laws which
state that "Each person who was or is made a party or is
threatened to be made a party or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or
investigation (hereinafter a "proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, 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 of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in
paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
The right to indemnification conferred shall be a contract right
and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of
its disposition: provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer), to repay
all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its
Board of Directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit 24.1 Power of Attorney (included on signature page)
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 of 1933;
(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, represents a fundamental change
in the information set forth in the 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; PROVIDED, HOWEVER,
that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of this
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities at the time and 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.
B. The undersigned registrant 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 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 herein, and the offering of such
securities at the 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 foregoing
provisions described under Item 6 above, or otherwise, the
Company 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 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 against
the Company 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.
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 Vancouver, Province of British Columbia,
on July 23, 2002.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following
individuals in the capacities and on the date indicated. Each
person whose signature appears below constitutes and appoints
Shane Henty Sutton, P.C., as true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his
or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
REDCELL POWER CORPORATION
By: __________________________
Cameron King
Chief Executive Officer