To Become Effective Upon Filing Pursuant to Rule 462
As filed with the Securities and Exchange Commission on September 22, 2010.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
METRO ONE DECVELOPMENT, INC.
(Exact name of registrant specified in its charter)
Delaware 98-0231687
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
125 Avenida Mesita, San Clemente, California 92673
(Address of principal executive offices)
METRO ONE DEVELOPMENT, INC.
September 2010 Stock Option Plan
(Full title of the plan)
Stuart Turk, President
125 Avenida Mesita, San Clemente, California 92673
(Name and address of agent for service)
(949) 682-7891
(Telephone number, including area code, of agent for service)
Copies of communications to:
Peter J. Gennuso, Esq.
Gersten Savage LLP
600 Lexington Avenue, 10th Floor
New York, NY 10022
phone (212) 752-9700
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [] Accelerated filer []
Non-accelerated filer [] Smaller reporting company [x]
(do not check if a smaller reporting company)
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,
$0.0001 par
value 500,000,000 $ 0.012 $ 6,000,000 $ 427.80
1) This Registration Statement covers up to 500,000,000 shares of Common Stock
of Metro One Development, Inc. to be issued under the Company's September 2010
Stock Option Plan. 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
pursuantto 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 Other - OTC Electronic Bulletin Board of the National
Association of Securities Dealers on September 20, 2010.
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.
The registrant 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 registrant 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: Metro One Development, Inc. 125 Avenida Mesita, San Clemente,
California 92673. Phone: (949) 682-7891.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference:
(a) The registrant's annual report on Form 10-K for the fiscal year ended
July 31, 2009, filed on August 4, 2010, pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) The registrant's current reports on Form 8-K filed March 30, 2010,
June 8, 2010 and July 9, 2010.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the financial statements
in the Form 10-K referred to in (a) above, which consists of quarterly
reports on Form 10-Q filed on August 30, 2010, September 8, 2010 and
September 16, 2010.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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.
The registrant is authorized to issue 1,000,000,000 shares of common stock,
par value $0.0001 per share.
Miscellaneous Rights and Provisions. There are no preemptive rights,
subscription rights or redemption provisions relating to the shares and none
of the shares carries any liability for further calls.
Dividends. Holders of shares are entitled to receive dividends in cash,
property or shares when and if the Board of Directors declares dividends out
of funds legally available therefore.
Voting. A quorum for any meeting of stockholders is a majority of shares
then issued and outstanding and entitled to be voted at the meeting. Holders
of shares are entitled to one vote, either in person or by proxy, per share.
Liquidation, dissolution, winding up. Upon the registrant's liquidation,
dissolution or winding up, any assets will be distributed to the holders of
shares after payment or provision for payment of all the registrant's debts,
obligations or liabilities.
The registrant's common stock is quoted on the Pink Sheets.
Item 5. Interests of Named Experts and Counsel.
No named expert or counsel was hired on a contingent basis, will receive a
direct or indirect interest in the registrant or was a promoter, underwriter,
voting trustee, director, officer or employee of the registrant. No expert or
counsel has any contingent based agreement with the registrant or any other
interest in or connection to the registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, authorizes
the registrant to indemnify any director or officer, under certain prescribed
circumstances, and subject to certain limitations against certain costs and
expenses, including attorneys' 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 registrant if it is determined that such
person acted in accordance with the applicable standard of conduct set forth
in such statutory provisions. The registrant's Amended and Restated
Certificate of Incorporation, as amended, contains provisions relating to
the indemnification of directors and officers and its By-Laws extends such
indemnities to the full extent permitted by Delaware law.
The registrant may also purchase and maintain insurance for the benefit of
any director or officer, which may cover claims for which it 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 Legal opinion of Gersten Savage LLP
10.1 Metro One Development, Inc. September 2010 Stock Option Plan, dated
September 16, 2010 (filed herewith).
23.1 Consent of De Joya Griffith & Company, LLC, independent registered
public accounting firm.
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:
(i) 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.
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.
4. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of
the securities:
The undersigned 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, if the securities are offered or sold to such 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 sell 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 1933 (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, 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 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Concord, Province of Ontario, Country of Canada,
on September 22, 2010.
METRO ONE DEVELOPMENT, INC.
By: /s/Stuart Turk
--------------------------
Stuart Turk, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement was signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
/s/Stuart Turk September 22, 2010
- ---------------------- President, Chief Executive Officer, ------------------
Stuart Turk Chairman and Director
/s/Evan Schwartzberg September 22, 2010
- ---------------------- Chief Financial and ------------------
Accounting Officer
Evan Schwartzberg
/s/Ralph Magid September 22, 2010
- ---------------------- Director ------------------
Ralph Magid