SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PURE BIOSCIENCE
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(Exact name of Registrant as specified in its charter)
CALIFORNIA 33-0530289
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(State of Incorporation) (I.R.S. Employer ID No.)
1725 Gillespie Way
El Cajon CA 92020
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(Address of Principal Offices)
The Pure Bioscience 2004
Consultant and Advisors Stock Option Plan
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(Full Title of the Plan)
Donna Singer
PURE BIOSCIENCE
1725 Gillespie Way, El Cajon CA 92020
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(Name and address of Agent for Service)
(619)596-8600
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(Telephone number, including area code of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount of Max. Off. Maximum Amount of
Securities Securities Price Aggregate Reg.
Registered Registered Per Share Offrg. Price Fee
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Common Stock(1) 2,000,000 $0.67(2) $1,340,000 $169.78
(1) Issuable pursuant to Plan options.
(2) Estimated Price in accordance with Rule 457(h)and based upon the last
reported sale on the Over the Counter Market on April 22, 2004
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information related to the Pure Bioscience 2004
Consultant and Advisors Stock Option Plan which is not being filed as part of
this Registration Statement (the "Registration Statement") and documents
incorporated by reference in response to Item 3 of Part II of this Registration
Statement, which taken together constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933 (the "Securities
Act") will be sent or given to the participant by the Registrant as specified by
Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
As required by this Item, the Registrant shall provide to the participant a
written statement advising them of the availability without charge, upon written
or oral request, of documents incorporated by reference in Item 3 of Part II
hereof and of documents required to be delivered pursuant to Rule 428(b) under
the Securities Act. The statement shall include the address listing the title or
department and telephone number to which the request is to be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Amended Annual Report on Form 10-KSB for the fiscal
year ended July 31, 2003.
(b) The Registrant's Amended Quarterly Report on Form 10-QSB for the
quarter ended October 31, 2003
(c) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
January 31, 2004
(d) Description of the Common Stock as incorporated in the Registration
Statement on Form SB-2 dated August 8, 1996 SEC file no.
(e) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, (the Exchange Act) are incorporated
by reference herein and in the Section 10 Prospectus to be a part
thereof from the date of filing of such documents.
Item 4. Not Applicable.
Item 5. Interests of Named Experts and Counsel: Not applicable.
Item 6. Indemnification of Officers and Directors.
Article 11 of the Company's By-laws provides that every person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person for whom he 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 or for its benefit as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the General Corporation Law of the State of
Nevada against all expenses, liability and loss (including attorney's fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith.
Item 7. Exemption from Registration Claimed: Not Applicable
Item 8. Exhibits.
5.1 Opinion of Dennis Brovarone, regarding legality of shares being
issued.
23.1 Consent of Dennis Brovarone,(See Opinion).
23.2 Consent of Miller and McCollum Certified Public Accountants
99.1 PURE Bioscience 2004 Consultant and Advisors Stock Option Plan
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 the 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 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 (a)(1)(i) and (a)(1)(ii) do not apply if 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, as amended
that are incorporated by reference into this 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 to the securities offered therein, and the offering of
such securities offered 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 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 provisions described in Item 6, 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 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 that matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions whether such indemnification is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Company caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
PURE BIOSCIENCE
/s/ MICHAEL L. KRALL April 14, 2004
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Michael L. Krall, Chairman/President/CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
is signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
NAME TITLE DATE
/s/ GREGORY BARNHILL Director April 8, 2004
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Gregory Barnhill
/s/ DENNIS BROVARONE Director April 14, 2004
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Dennis Brovarone
/s/ GARY BROWNELL Chief Financial Officer and Director April 7, 2004
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Gary Brownell
/s/ PATRICK GALUSKA Director April 8, 2004
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Patrick Galuska
/s/ MICHAEL L. KRALL President/CEO and Director April 14,2004
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Michael L. Krall
/s/ EUGENE PEISER Director April 8, 2004
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Eugene Peiser
/s/ DONNA SINGER Executive Vice President and Director April 7, 2004
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Donna Singer