As filed with the Securities and Exchange Commission on June 7, 2007
Registration No. ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ON THE GO HEALTHCARE, INC.
(Exact name of registrant specified in its charter)
Delaware 98-0231687
(State of other jurisdiction (IRS Employer
of incorporation) Identification Number)
85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2
(Address of principal executive offices)
ON THE GO HEALTHCARE, INC.
2007 STOCK OPTION PLAN
(Full Title of the Plan)
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.
1320 Centre Street, Suite 202
Newton, MA 02459
(617) 243-0060
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 100,000,000 $ 0.014 $ 1,400,000 $ 42.98
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 June 6, 2007.
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.
Item 2. Registrant Information and Employee Plan Annual Information.
We 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. We 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 we filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) Our Annual Report on Form 10-KSB for the fiscal year ended July 31, 2006,
filed on October 30, 2006, pursuant to Section 13(c) or 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act").
(b) All other reports filed pursuant to 13(c) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the financial statements in
the Form 10-KSB referred to in (a) above, which consists of Form 10-QSB
filed on December 12, 2006 and Form 10-QSB filed March 16, 2007.
(c) A description of our securities is contained in the Form SB-2 filed on
January 16, 2007, including any amendments or reports filed for the
purpose of updating such description.
All documents we subsequently filed 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 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 500,000,000 shares of common stock, par value
$0.0001 per share. 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 therefore 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 does not have cumulative voting rights in
the election of directors.
Our common stock is quoted on the Over the Counter Bulletin Board.
Item 5. Interests of Named Experts and Counsel
Amy M. Trombly serves as our securities counsel. Ms. Trombly currently serves
as trustee to a trust holding shares of common stock for the benefit of certain
shareholders of our Company. Ms. Trombly has voting and dispositive control
over the shares in accordance with the terms of the trust; however she does
not have a financial interest in the trust other than nominal fees for serving
as its trustee. Ms. Trombly disclaims beneficial ownership of the shares.
Other than as described above, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in our company or
was a promoter, underwriter, voting trustee, director or officer or employee
of our company. No expert or counsel has 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
us 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 our company if it is determined that such
person acted in accordance with the applicable standard of conduct set
forth in such statutory provisions. Our Amended and Restated Certificate of
Incorporation, as amended, contains provisions relating to the indemnification
of directors and officers and our By-Laws extends such indemnities to the full
extent permitted by Delaware law.
We may also purchase and maintain insurance for the benefit of any director
or officer, which may cover claims for which we 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 Amy M. Trombly, Esq. (filed herewith).
10.1 On The Go Healthcare, Inc. 2007 Stock Option Plan, dated June 6, 2007.
(filed herewith).
23.1 Consent of Danziger Hochman Partners LLP. (filed herewith).
23.2 Consent of Counsel (included in Exhibit 5.1 hereto).
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 to
(i) include any additional or changed material information on
the plan of distribution.
2. For the purpose of determining any liability under the Securities Act, treat
each post-effective amendment as a new registration statement relating of
the securities offered, and the offering of the 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.
4. For determining liability of the undersigned registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser by
means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sel
l such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424
(section 230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
(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 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.
(h) 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, 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 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.
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 June 7, 2007.
ON THE GO HEALTHCARE, INC.
By: /s/Stuart Turk
--------------------------
Stuart Turk, President and
Chief Executive Officer
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 June 7, 2007
- -------------------- President, Chief Executive Officer, ----------------
Stuart Turk Chairman and Director
/s/Evan Schwartzberg June 7, 2007
- -------------------- Chief Financial and Accounting Officer ----------------
Evan Schwartzberg
/s/Ralph Magid June 7, 2007
- -------------------- Director ----------------
Ralph Magid