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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POCKETSPEC TECHNOLOGIES INC.
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(Exact Name of Small Business Issuer as specified in its charter)
COLORADO 84-1461919
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(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
3225 East 2nd Ave.
DENVER, COLORADO 80206
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(Address of principal executive offices and Zip code)
2003 STOCK COMPENSATION PLAN I
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(Full title of the plan)
F. Jeffrey Krupka, Chief Executive Officer 3225
East 2nd Ave.
Denver, Colorado 80206
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(Name and address of agent for service)
(303)393-8060
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share(1) Offering Price(1) Fee
- ------------- ---------- ---------------- ----------------- ------------
COMMON SHARES 1,000,000 $0.30 $300,000 $100.00
$0.001 par value
OPTIONS TO 1,000,000 $0.00 $ 0.00 $ 0.00
PURCHASE SHARES
TOTAL $100.00
(minimum fee)
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the 2003 Stock
Compensation Plan I (the "Plan") of PocketSpec Technologies Inc., a Colorado
corporation (the "Registrant" or the "Company"), dated June 1, 2003 required by
Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2 of
Form S-8 will be sent or given to participants as specified in Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement on Form S-8 (the
"Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. The Company will maintain a file of such documents in accordance
with the provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference into
this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal year ended
January 31, 2003;
b. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended April 30, 2003; and
c. The Company's Current Reports on Form 8-K subsequent to January 31,
2003 and up to and including the date of this Registration Statement.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in a supplement to
this Registration Statement or in a document 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 subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any 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.
We are authorized to issue 50,000,000 shares of Common Stock, par value
$.0.001 per share, and 1,000,000 shares of non-voting Preferred Stock, par value
$1.00 per share, to have such classes and preferences as our Board of Directors
may determine from time to time. A total of 33,616,684 common shares were
outstanding as of April 30, 2003. No shares of Preferred Stock were outstanding
as of April 30, 2003.
Common Stock
Each share of Common Stock is entitled to one vote, either in person or by
proxy, on all matters that may be voted upon by the owners thereof at a meeting
of the shareholders, including the election of directors. The holders of Common
Stock (i) have equal, ratable rights to dividends from funds legally available
therefor, when, as and if declared by the Board of Directors of the Company;
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(ii) are entitled to share ratably in all of the assets of the Company available
for distribution to holders of Common Stock upon liquidation, dissolution or
winding up of the affairs of the Company; (iii) do not have preemptive or
redemption provisions applicable thereto; and (iv) are entitled to one non
cumulative vote per share on all matters on which shareholders may vote at all
meetings of shareholders.
All shares of Common Stock issued and outstanding are, and those offered
hereby, when issued, will be fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.
Preferred Stock
As of the date hereof, there are no shares of preferred stock issued and
outstanding. The Company's Articles of Incorporation authorizes the issuance of
"blank check" preferred stock in one or more classes or series with such
designations, rights, preferences and restrictions as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors may,
without prior shareholder approval, issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
relative voting power or other rights of the holders of the Preferred Stock or
the Common Stock. Preferred Stock could be used, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control of the
Company. Although the Company has no present intention of issuing any shares of
Preferred Stock, there can be no assurance that it will not do so in the future.
If the Company issues Preferred Stock, such issuance may have a dilutive effect
upon the common shareholders, and the purchasers of the securities offered
hereby.
Transfer Agent
The Company has appointed Corporate Stock Transfer, Inc., 3200 Cherry Creek
Drive, Suite 430, Denver, Colorado 80209 as transfer agent for the Common Stock.
Their phone number is (303)282-4800.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Persons and entities affiliated with David Wagner & Associates, P.C.,
Attorneys at Law, special securities counsel for the purpose of this
Registration Statement, and whose opinion as to the legality of the issuance of
the Shares hereunder is attached hereto as Exhibit 5, own approximately 450,000
of our common shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant's Articles of Incorporation and Bylaws and the Colorado Business
Corporation Act provide for indemnification of directors and officers against
certain liabilities. In general, officers and directors of Registrant are
indemnified against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith, and are not deemed to be liable to Registrant for
negligence or misconduct in the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 2003 Stock Compensation Plan I, dated June 1, 2003.
5 Opinion of Counsel, David Wagner & Associates, P.C.
23.1 Consent of Hein + Associates, LLP, independent Certified Public
Accountants.
23.2 Consent of Cordovano and Harvey, P.C., independent Certified Public
Accountants.
3
23.3 Consent of David Wagner & Associates, P.C. (Included in Exhibit 5).
ITEM 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) 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 formation 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;
(b) 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 bonafide offering thereof.
(c) 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.
2. The 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 Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 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 herein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Denver, State of Colorado, on this 17th day of June,
2003.
PocketSpec Technologies Inc.
Dated: 6/17/03 By: /s/ F. JEFFREY KRUPKA
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F. Jeffrey Krupka
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
CHIEF FINANCIAL OFFICER
Dated: 6/17/03 By: /s/ CYNTHIA KETTL
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Cynthia Kettl
Treasurer and Director
Dated: 6/17/03 By: /s/ F. JEFFREY KRUPKA
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F. Jeffrey Krupka
Director
Dated: 6/17/03 By: /s/ JANET BROPHY
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JANET BROPHY
Director
Dated: 6/17/03 By: /s/ GREGG WAGNER
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GREGG WAGNER
Director
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------------
PocketSpec Technologies Inc.
----------------------------------------------------
(Exact name of Issuer as specified in its charter)
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EXHIBITS
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 2003 Stock Compensation Plan I, dated June 1, 2003.
5 Opinion of Counsel, David Wagner & Associates, P.C.
23.1 Consent of Hein + Associates, LLP, independent Certified Public
Accountants.
23.2 Consent of Cordovano and Harvey, P.C., independent Certified
Public Accountants.
23.3 Consent of David Wagner & Associates, P.C. (Included in
Exhibit 5).
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