As filed with the Securities and Exchange Commission on October 2, 2003
Registration No. ____________
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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ON THE GO HEALTHCARE, INC.
(Exact name of registrant specified in its charter)
Delaware 5090 98-0231687
State of other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation) Classification Code Number) Identification Number)
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
(905) 760-2987
(Address of principal executive offices)
85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2
(Address of principal executive offices)
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964434 Ontario Inc. - Consulting Agreement
Michael Levine - Consulting Agreement
(Full Title of the Plans)
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Stuart Turk, President
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
(905) 760-2987
(Name, address and telephone number of agent for service)
Copies of communications to:
Amy Trombly, Esq.
80 Dorcar Road
Newton, MA 02459
(617) 243-0850
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be offering Price Registered Aggregate Registration
be Registered Registered(1) per Share(2) offering Price (1) Fee
- --------------- ----------- --------------- -------------------- ------------
Common Stock,
$0.001 par value 700,000 $ 0.11 $ 77,000 $6.23
1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended
(the "Act"), this registration statement shall be deemed to cover additional
securities that may be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
2)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(C) on the basis of the average of the high and low prices of the
common stock of the Registrant as traded in the over-the-counter market and
reported on the OTC Electronic Bulletin Board of the National Association of
Securities Dealers On September 30, 2003.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
In accordance with the instructional Note to Part I of Form S-8 as promulgated
by the Securities and Exchange Commission, the information specified by Part I
of Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock Pursuant to the consulting plans.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company will provide without charge to each person to whom a copy of a
Section 10(a) prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this
Registration Statement by reference. The Company will also make available
without charge, upon oral or written request, other documents required to
be delivered pursuant to Rule 428(b). Requests for such information should
be directed to: On The Go Healthcare, Inc. 85 Corstate Ave unit #1 Concord,
Ontario, Canada, L4K 4Y2. Phone: (905) 760-2987
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Certain Documents By Reference
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's Anual Report on Form 10-KSB for the Year ended July 31, 2002.
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended April 30, 2003.
(c) The Company's Quarterly Report on Form 10-QSB for the quarter
ended January 31, 2003.
(d) The Company's Quarterly Report on Form 10-QSB for the quarter
ended October 31, 2002.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities offered hereby then remaining unsold, shall
be deemed to be incorporated by reference herein and shall be deemed
to be a part hereof from the date of the filing of each such report
or document.
Item 4. Description of Securities
The Company is authorized to issue 50,000,000 shares of Common Stock,
par value $.0001 per share (the "Common Stock"). Holders of the Common Stock
have one vote per share on each matter submitted to a vote of stockholders,
the right to receive such dividends, if any, as may be declared by the Board
of Directors out of assets legally available therefor and the right to
receive net assets in liquidation after payment of all amounts due to
creditors and all preferential amounts due to holders of any preferred
stock. Holders of the Common Stock have no conversion rights and are not
entitled to any preemptive or subscription rights. The Common Stock is not
subject to redemption or any further calls or assessments. The Common Stock
has noncumulative voting rights in the election of directors.
The Company's common stock is quoted on the Over the Counter Bulletin Board.
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Item 5. Interests of Named Experts and Counsel
No expert or counsel will receive a direct or indirect interest in the
small business issuer or was a promoter, underwriter, voting trustee,
director or officer or employee of registrant. Nor does any expert or
counsel have any contingent based agreement with us or any other interest
in or connection to us.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as amended,
authorizes the Company to indemnify any director or officer under certain
prescribed circumstances and subject to certain limitations against
certain costs and expenses, including attorney's fees actually and
reasonably incurred in connection with any action, suit or proceeding,
whether civil, criminal, administrative or investigative, to which a
person is a party by reason of being a director or officer of the Company if
it is determined that such person acted in accordance with the
applicable standard of conduct set forth in such statutory
provisions. The Company's Certificate of Incorporation contains provisions
relating to the indemnification of director and officers and the Company's
By-Laws extends such indemnities to the full extent permitted by Delaware
law.
The Company may also purchase and maintain insurance for the benefit
of any director or officer, which may cover claims for which the Company
could not indemnify such persons.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
5.1 Opinion of Counsel.
10.1 Consulting Agreement dated July 31, 2003 between the Registrant
and 964434 Ontario Inc.
10.2 Consulting Agreement dated July 15, 2003 between the Registrant
and Michael Levine
23.1 Consent of Rosenberg, Smith & Partners, C.A.
23.2 Consent of Counsel (included in Exhibit No. 5).
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes to:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a)To include any additional or changed material information on the plan
of.
(2) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of securities at that time to be
the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end 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 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 this 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 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 Commission such
indemnification is against public policy as expressed in the Securities
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 Securities 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Concord, Province
Ontario, Country of Canada, on September 30, 2003
ON THE GO HEALTHCARE, INC.
By: /s/Stuart Turk
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Stuart Turk, President
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities and in the dates stated:
Signature Title Date
/s/Stuart Turk Oct. 1, 2003
- -------------------- President, Chief Executive Officer, ------------
Stuart Turk Chairman and Director
/s/Evan Schwartzberg Oct. 1, 2003
- -------------------- Chief Financial and Accounting Officer ------------
Evan Schwartzberg
/s/Ralph Magid Oct. 1, 2003
- -------------------- Director ------------
Ralph Magid
/s/Randal Kalpin Oct. 1, 2003
- -------------------- Director ------------
Randal A. Kalpin
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