As filed with the Securities and Exchange Commission on May 4, 2005
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CORONADO INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Nevada 22-3161629
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16857 E. Saguaro Blvd., Fountain Hills, Arizona 85268
(Address of Principal Executive Offices) (Zip Code)
2005 Employee and Consultant Compensation Plan
(Full title of the plan)
Gary R. Smith
President
Coronado Industries, Inc.
16857 E. Saguaro Blvd., Fountain Hills, AZ 85268
(Name and address of agent for service)
(480) 837-6810
(Telephone number, including area code, of agent for service)
With copy to:
Michael K. Hair, P.C.
7407 E. Ironwood Court
Scottsdale, Arizona 85258
(480) 443-9657
Approximate Date of Commencement of Proposed Sale: As soon as practicable after
the Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------
Common Stock, $.001 par value 12,000,000 $.065 $ 780,000 $91.81
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1.
THE PLANS
This registration statement covers the 2005 Employee and Consultant
Compensation Plan (the "2005 Plan") and Coronado Industries, Inc. (the
"Registrant") will fund the Plan with up to 12,000,000 shares of its $.001 par
value common stock (the "Stock"). The 2005 Plan is described in the letter from
the Registrant to its employees and consultants. The Plan is not subject to the
provisions of ERISA and the Plan has no administrators.
DESCRIPTION OF REGISTRANT'S SECURITIES
The authorized capital stock of the Company consists of 400,000,000
shares of common stock ("Common Stock"), of which 196,995,381 shares were issued
and outstanding on April 25, 2005 and 3,000,000 shares of $.001 par value
Preferred Stock, of which no shares have been issued as of April 25, 2005. All
presently outstanding shares are duly authorized, fully-paid and non-assessable.
Each share of the Common Stock is entitled to one vote on all matters
to be voted on by the shareholders, such as the election of certain directors
and other matters that directly impact the rights of the holders of such class.
There is no cumulative voting in the election of directors. Holders of Common
Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available therefor. In the
event of any dissolution, winding up or liquidation of the Company, the shares
of Common Stock will share ratably in all the funds available for distribution
after payment of all debts and obligations. The holders of Common Stock are
subject to any rights that may be fixed for holders of preferred stock as
designated upon issuance.
ISSUANCE OF SHARES
At the direction of the Registrant's Board of Directors, the employees
and consultants of the Registrant are eligible to participate in Registrant's
2005 Plan. The employees and all consultants may participate in the 2005 Plan by
electing to receive Registrant's common stock for accrued and unpaid
compensation at any time after May 1, 2005 on the basis of one share at a
negotiated price not less than ninety percent (90%) of the lowest closing bid
price in the week prior to their accrued salary being due.
The Stock will not be purchased in the open market.
RESALE RESTRICTIONS
Shares issued pursuant to the 2005 Plan to Registrant's employees and
consultants who are not affiliates of the Registrant are not restricted in
resale or reoffer. Management employees who receive shares under the 2005 Plan
will only be able to resell or reoffer their shares by means of a Reoffer
Prospectus filed in a post-effective amendment to this Registration Statement
and will be bound by the volume limitation of Rule 144.
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ITEM 2.
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004 and all reports filed with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 subsequent to December 31, 2004 are incorporated by reference into this
Prospectus. Copies of these documents are available to any eligible employee and
consultant, without charge, upon written or oral request made to the Registrant
at 16857 E. Saguaro Blvd., Fountain Hills, Arizona 85268, telephone number (480)
837-6810.
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PART I
INFORMATION REQUIRED IN THE REOFFER PROSPECTUS
ITEM 1. Not Applicable
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement: (a) the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2004; and (b) all reports filed with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 subsequent to December 31, 2004.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement 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 in this Registration Statement and to be a part hereof from the date
of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Company's Articles of Incorporation eliminates the
personal liability of directors of the Company for violation of their fiduciary
duty of care.
Section 78.751 of the Nevada General Corporation Law, as amended,
applies to the Company and provides for the indemnification of officers and
directors in specified instances. It permits a corporation, pursuant to a bylaw
provision or in an indemnity contract, to pay an officer's or director's
litigation expenses in advance of a proceeding's final disposition, and provides
that rights arising under an indemnity agreement or bylaw provision may continue
as to a person who has ceased to be a director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.
Exhibit Index located at Page 8.
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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, represent a fundamental change in the information set forth in the
registration statement;
(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 (i) and (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 the
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 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.
(b) 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 Section 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 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 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
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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 of 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 Fountain Hills, and the State of Arizona, on May 2,
2005.
CORONADO INDUSTRIES, INC.
By: /s/ Gary R. Smith
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Gary R. Smith President
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 date indicated.
CAPACITY IN
SIGNATURE WHICH EXECUTED DATE
- ------------------------------- ------------------------- ---------------
/s/ Gary R. Smith President, Treasurer May 2, 2005
- ------------------------------- (Principal Financial
Gary R. Smith and Accounting Officer);
Director
/s/ G. Richard Smith Chairman (Chief Executive May 2, 2005
- ------------------------------- Officer) and Secretary;
G. Richard Smith Director
Director
- -------------------------------
John T. LiVecchi
/s/ Mark Smith Director May 2, 2005
- -------------------------------
Mark Smith
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EXHIBIT INDEX
Exhibit Method of
Number Description Filing
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4.1 Letter to Employees re: Employee and
Consultant Compensation Plan *
5 Opinion rendered by Michael K. Hair, P.C., *
counsel for the Registrant (including consent)
23.1 Consent of Accountants *
23.2 Consent of Counsel See Exhibit 5
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* Filed herewith
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