As filed with the Securities and Exchange Commission on July 31, 2009
Registration No. __________________
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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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WATAIRE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction
of incorporation or organization)
91-2060082
(IRS Employer Identification No.)
3rd Floor, 21900 Burbank Boulevard
Woodland Hills, California 91367
(Address of principal executive offices)
________________
2009 Non-Qualified
Service Providers Compensation Plan
(Full Titles of Plan)
__________________
Robert Rosner
3rd Floor, 21900 Burbank Boulevard
Woodland Hills, California 91367
(Name and address of agent for service)
(877) 602 - 8985
(Telephone number, including area code of Agent for Service)
______________
Copies to:
Guy K. Stewart, Jr. , Esq.
502 Palm Street - Number 5
West Palm Beach, Florida 33401
(561) 659 - 1810
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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. (Check one):
Large accelerated filer ( )
Accelerated filer ( )
Non-accelerated filer ( )
(Do not check if a smaller reporting company)
Smaller reporting company ( X )
CALCULATION OF REGISTRATION FEE
Title of Securities Amount of Shares Proposed Max Offering
To be registered to be registered Price per share
Common Stock,
$.0001 par value 7,700,000 shares $0.02
per share
Proposed Max. Aggregate Amount of
Offering Price Registration Fee
$154,000 $8.59
(*)
Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act.
The offering price per share is based upon the reported average of
the high and low bid prices of the Company's common stock on July
31, 2009, in the OTC Bulletin Board.:
PROSPECTUS
WATAIRE INTERNATIONAL, INC.
7,700,000 Shares of Common Stock
This prospectus relates to the offer and sale by Wataire
International, Inc. of 7,700,000 shares of its $0.001 par value
per share common stock to attorneys associated with Wataire
International, Inc. pursuant to the 2009 Non-Qualified Service
Providers Compensation Plan (the "Service Providers Stock Plan").
Pursuant to the Service Providers Stock Plan, Wataire
International, Inc. is registering hereunder, based upon received
services and shares of common stock already issued, a total of
7,700,000 shares of common stock.
The common stock is not subject to any restriction on
transferability. Recipients of shares other than persons who are
"affiliates" of Wataire International, Inc. within the meaning of
the Securities Act of 1933 (the "Act") may sell all or part of the
shares in any way permitted by law, including sales in the over-the-
counter market at prices prevailing at the time of such sale. The
common stock is traded on the OTC Bulletin Board under the symbol "WATR."
These Securities Have Not Been Approved Or Disapproved By The Securities
And Exchange Commission Nor Has The Commission Passed Upon The
Accuracy Or Adequacy Of This Prospectus. Any Representation To The
Contrary Is A Criminal Offense.
The date of this prospectus is July 31, 2009
This prospectus is part of a registration statement which was
filed and became effective under the Securities Act of 1933, as amended
(the "Securities Act"), and does not contain all of the information set
forth in the registration statement, certain portions of which have been
omitted pursuant to the rules and regulations promulgated by the U.S.
Securities and Exchange Commission (the "Commission") under the Securities
Act. The statements in this prospectus as to the contents of any contract
or other documents filed as an exhibit to either the registration
statement or other filings by Wataire International, Inc. with the
Commission are qualified in their entirety by reference thereto.
A copy of any document or part thereof incorporated by reference
in this prospectus but not delivered herewith will be furnished without
charge upon written or oral request. Requests should be addressed to:
Wataire International, Inc., 3rd Floor, 21900 Burbank Boulevard,
Woodland Hills, California 91367. Wataire International, Inc.'s telephone
number is: (877) 602 - 8985.
Wataire International, Inc. is subject to the reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange Act")
and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements and other
information filed by Wataire International, Inc. under the Exchange Act
may be inspected and copied at the public reference facilities maintained
by the Commission at 100 F Street, N.E., Washington D.C. 20549-0405.
In addition, the Commission maintains a World Wide Website on the Internet
at http://www.sec.gov that contains reports, proxy and information statements
and other information regarding registrants that file electronically with
the Commission.
No person has been authorized to give any information or to make
any representation, other than those contained in this prospectus, and,
if given or made, such other information or representation must not be
relied upon as having been authorized by Wataire International, Inc.
This prospectus does not constitute an offer or a solicitation by anyone
in any state in which such is not authorized or in which the person making
such is not qualified or to any person to whom it is unlawful to make an
offer or solicitation.
Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
there has not been a change in the affairs of Wataire International, Inc.
since the date hereof.
TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus
Item 1. The Plan Information
Item 2. Registrant Information and Plan Annual Information
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Officers, Directors, Employees and Agents
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
Signatures
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. The Plan Information.
The Company
Wataire International, Inc. has its principal executive offices
at 3rd Floor, 21900 Burbank Boulevard, Woodland Hills, California 9136.
Wataire International, Inc.'s telephone number is (877) 602 - 8985.
Purpose
Wataire International, Inc. has issued shares of common stock
to the Quintana Law Group, APC, counsel and providers of legal services
to Wataire (500,000 shares); as well as to Homer Pateridis - providers of
web site design services (2,500,000 shares); Sylvain Amyot - providrrs of
product marketing services (3,900,000 shares); and Kenny NG - providers of
bookkeeping services (800,000 shares), and Wataire International, Inc. is
registering these shares of common stock pursuant to the Service Providers
Stock Plan, which has been approved by the Board of Directors of Wataire
International, Inc. The Service Providers Stock Plan is intended to
provide a method whereby Wataire International, Inc. will cover the costs
of services provided by these entities, thereby advancing the interests of
Wataire International, Inc. and all of its stockholders. A copy of the
Service Providers Stock Plan has been filed as an exhibit to this
registration statement.
Common Stock and Options
The Board has authorized the registration of 7,700,000 shares of
the common stock at $0.02 per share upon effectiveness of this registration
statement. The price per share was calculated as follows: Closing stock
price as of July 31, 2009, is $0.04. Fifty percent multiplied
by $0.04 equals the price per share of $0.02 (50% x $0.04= $0.02).
No Restrictions on Transfer
Recipients of shares of common stock will become the record and
beneficial owner of the shares of common stock upon issuance and delivery
and are entitled to all of the rights of ownership, including the right to
vote any shares awarded and to receive ordinary cash dividends on the common
stock.
Tax Treatment to the Recipients
The common stock is not qualified under Section 401(a) of the
Internal Revenue Code. Therefore, a recipient will be required for federal
income tax purposes to recognize compensation during the taxable year of
issuance. Accordingly, absent a specific contractual provision to the
contrary, the recipient will receive compensation taxable at ordinary rates
equal to 50% of the fair market value of the shares ($0.02 per share on the
date of issuance). Each recipient is urged to consult his tax advisors on
this matter.
Tax Treatment to the Company
The amount of income recognized by a recipient hereunder in
accordance with the foregoing discussion will be a tax deductible expense
by Wataire International, Inc. for federal income tax purposes in the taxable
year of Wataire International, Inc. during which the recipient
recognizes income.
Restrictions on Resale
In the event that an affiliate of Wataire International, Inc.
acquires shares of common stock hereunder, the affiliate may be subject to
Section 16(b) of the Exchange Act. Further, in the event that any affiliate
acquiring shares hereunder has sold or sells any shares of common stock in the
six months preceding or following the receipt of shares hereunder, any so
called "profit", as computed under Section 16(b) of the Exchange Act, may be
required to be disgorged from the recipient to Wataire International, Inc.
Services rendered have been recognized as valid consideration for the
"purchase" of shares in connection with the "profit" computation under
Section 16(b) of the Exchange Act. Wataire International, Inc. has
agreed that for the purpose of any "profit" computation under Section
16(b), the price paid for the common stock issued to affiliates is equal
to the value of services rendered. Shares of common stock acquired
hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.
Item 2. Registrant Information and Plan Annual Information
A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: Wataire International, Inc., 3rd Floor, 21900 Burbank Boulevard,
Woodland Hills, California 91367. The telephone number is (877) 602 - 8985.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), File
No. 000-49955, are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
March 31, 2009, as filed with the Commission on July 24, 2009.
(b) The Company's latest Quarterly Report on Form 10-Q for the
quarter ended December 31, 2008.
(c) The reports of the Company filed pursuant to Section 13 (a)
or 15 (d) of the Exchange Act since the fiscal year ended December 31, 2007.
(d) All other documents filed by the Company after the date of
this registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment to this
registration statement which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document incorporated or deemed to be 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 document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute
Item 4. Description of Securities.
The Class of Securities being registered pursuant to the Service
Providers Stock Plan are registered securities under Section 12 of the Exchange
Act.
The Registrant's Articles of Incorporation, as amended, authorize
the issuance of 100,000,000 shares of the Registrant's Common Stock, Par Value
$0.0001 per share, of which approximately 91,110,123 of such shares are
currently Issued and Outstanding, and of 20,000,000 shares of Preferred Stock,
Par Value $0.0001 per share, of which approximately 27,501 of such shares are
currently Issued and Outstanding
The Registrant's Common Stock has no preemptive, conversion or
redemption rights or sinking fund provisions, and all of the Issued and
Outstanding shares of the Registrant's Common Stock are dully, issued, fully
paid, and non-assessable.
Holders of the Registrant's Common Stock are entitled to one vote,
in person or by proxy, for each share of the Registrant's Common Stock held
of record in the stockholder's name on the books of the Registrant as of the
record date on any matter submitted to the vote of the stockholders.
Cumulative voting in the election of directors is not available to stockholders
of the Registrant. Each share of the Registrant's Common Stock has the same
rights, privileges and preferences as every other share and will share equally
in the Registrant's net assets upon liquidation or dissolution after
satisfaction of liabilities.
The Registrant's stockholders are entitled to dividends when, and
if, declared by the Registrant's board of directors out of funds legally
available therefor, and after satisfaction of the prior rights of holders
of any outstanding preferred stock, if any (subject to certain restrictions on
payment of dividends imposed by the laws of the State of Washington).
Item 5. Interests of Named Experts and Counsel.
The financial statements of Wataire International, Inc. are
incorporated by reference in this prospectus as of and for the year ended
March 31, 2009, and have been audited by Gruber & Company, LLC., independent
certified public accountants, as set forth in their report incorporated
herein by reference, and are incorporated herein in reliance upon the authority
of said firm as experts in auditing and accounting.
Guy K. Stewart, Jr. , Esq. has rendered an opinion on the validity of
the securities being registered.
Item 6. Indemnification of Directors and Officers.
The statutes, charter provisions, by-laws, contracts or other
arrangements under which any controlling person, director or officer of
the Registrant is or may be insured or indemnified against any liability
which he may incur in that capacity, are as follows:
A. Sections 23B.08.510, et seq.,of the Revised Code of Washington
("RCW") offer limitation of liability protection for officers and directors,
indemnification protection of officers, directors, employees and agents of a
Nevada corporation, and provide that Washington corporations may purchase
insurance to protect directors, officers, employees and agents. Unless
the corporation's articles of incorporation provide otherwise, they generally
provide that:
Section 23B.08.510 permits a corporation to indemnify any of its
directors, officers, employees and agents against the reasonable costs and
expenses arising from claims, suits and proceedings if such persons acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
Notwithstanding the foregoing, in an action by or in the right of
the corporation, no indemnification may be made in respect of any claim,
issue or matter, as to which such person is adjudged to be liable to the
corporation or in connection with any other proceeding charging improper
personal benefit to the director, whether or not involving action in the
director's official capacity, in which the director was adjudged liable
on the basis that personal benefit was improperly received by the director.
Under RCW Section 23B.08.530,
(1) a corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if
(a) the director furnishes the corporation a written affirmation of the
director's good faith belief that the director has met the standard of
conduct described in RCW 23B.08.510; and ( ) ( )
(b) the director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance
if it is ultimately determined that the director did not meet the standard
of conduct. ( ) ( )
(2) the undertaking required by subsection (1) (b) of Section 23B.08.530
must be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial ability to make
repayment. ( ) ( )
(3) authorization of payments under RCW Section 23B.08.530may be
made by provision in the articles of incorporation or bylaws, by resolution
adopted by the shareholders or board of directors, or by contract.
Under RCW Section 23B.08.540, unless a corporation's articles of
incorporation provide otherwise, a director of a corporation who is a party
to a proceeding may apply for indemnification or advance of expenses to the
court conducting the proceeding or to another court of competent jurisdiction.
On receipt of an application, the court after giving any notice the
court considers necessary may order indemnification or advance of expenses
if it determines: ( ) ( )
(1) the director is entitled to mandatory indemnification under RCW
23B.08.520, in which case the court shall also order the corporation to
pay the director's reasonable expenses incurred to obtain court-ordered
indemnification; ( ) ( )
(2) the director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not the director met the
standard of conduct set forth in RCW 23B.08.510 or was adjudged liable as
described in RCW 23B.08.510 (4), but if the director was adjudged so liable
the director's indemnification is limited to reasonable expenses incurred
unless the articles of incorporation or a bylaw, contract, or resolution
approved or ratified by the shareholders pursuant to RCW 23B.08.560
provides otherwise; or ( ) ( )
(3) in the case of an advance of expenses, the director is entitled
pursuant to the articles of incorporation, bylaws, or any applicable
resolution or contract, to payment or reimbursement of the director's
reasonable expenses incurred as a party to the proceeding in advance of
final disposition of the proceeding.
Under RCW Section 23B.08.550,
(1) a corporation may not indemnify a director under RCW 23B.08.510
unless authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct set
forth in RCW 23B.08.510.
(2) the determination shall be made:
(a) by the board of directors by majority vote of a quorum consisting
of directors not at the time parties to the proceeding; ( ) ( )
(b) If a quorum cannot be obtained under paragraph (a) of this
subsection (2) of Section 23B.08.550 by majority vote of a committee duly
designated by the board of directors, in which designation directors who
are parties may participate, consisting solely of two or more directors
not at the time parties to the proceeding; ( ) ( )
(c) By special legal counsel: ( ) ( )
(i) Selected by the board of directors or its committee in the
manner prescribed in paragraphs (a) or (b) of this subsection (2) of
Section 23B.08.550; or ( ) ( )
(ii) If a quorum of the board of directors cannot be obtained
under paragraph (a) of this subsection (2) of Section 23B.08.550, and a
committee cannot be designated under paragraph (b) of this subsection (2)
of Section 23B.08.550, selected by majority vote of the full board of
directors, in which selection directors who are parties may participate;
or ( ) ( )
(d) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may
not be voted on the determination. ( ) ( )
(3) authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made
by special legal counsel, authorization of indemnification and evaluation
as to reasonableness of expenses shall be made by those entitled under
subsection (2) (c) of Section 23B.08.550 to select counsel.
Under RCW Section 23B.08.560,
(1) if authorized by the articles of incorporation, a bylaw adopted or
ratified by the shareholders, or a resolution adopted or ratified,
before or after the event, by the shareholders, a corporation shall
have power to indemnify or agree to indemnify a director made a party
to a proceeding, or obligate itself to advance or reimburse expenses
incurred in a proceeding, without regard to the limitations in
RCW 23B.08.510 through 23B.08.550, provided that no such indemnity
shall indemnify any director from or on account of: ( ) ( )
(a) acts or omissions of the director finally adjudged to be intentional
misconduct or a knowing violation of law; ( ) ( )
(b) conduct of the director finally adjudged to be in violation of RCW
23B.08.310; or ( ) ( )
(c) any transaction with respect to which it was finally adjudged that
such director personally received a benefit in money, property, or
services to which the director was not legally entitled. ( ) ( )
(2) unless the articles of incorporation, or a bylaw or resolution
adopted or ratified by the shareholders, provide otherwise, any
determination as to any indemnity or advance of expenses under this
subsection (1) of Section 23B.08.560shall be made in
accordance with RCW 23B.08.550.
Under RCW Section 23B.08.570,
(1) an officer of the corporation who is not a director is entitled to
mandatory indemnification under RCW 23B.08.520, and is entitled to apply
for court-ordered indemnification under RCW 23B.08.540, in each case to
the same extent as a director; ( ) ( )
(2) the corporation may indemnify and advance expenses under RCW
23B.08.510 through 23B.08.560 to an officer, employee, or agent of the
corporation who Is not a director to the same extent as to a director;
and ( ) ( )
(3) A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with
law, that may be provided by its articles of incorporation, bylaws,
general or specific action of its board of directors, or contract.
Under RCW Section 23B.08.580,
(1) a corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of
the corporation, is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted
against or incurred by the individual in that capacity or arising from
the individual's status as a director, officer, employee, or agent,
whether or not the corporation would have power to indemnify the
individual against the same liability under RCW 23B.08.510 or 23B.08.520.
Under RCW Section 23B.08.590,
(1) a provision treating a corporation's indemnification of or advance for
expenses to directors that is contained in its articles of incorporation,
bylaws, a resolution of its shareholders or board of directors, or in a
contract or otherwise, is valid only if and to the extent the provision
is consistent with RCW 23B.08.500 through 23B.08.580. If articles of
incorporation limit indemnification or advance for expenses, indemnification
and advance for expenses are valid only to the extent consistent with the
articles of incorporation. ( ) ( )
(2) RCW 23B.08.500 through 23B.08.580 do not limit a corporation's power
to pay or reimburse expenses incurred by a director in connection with
the director's appearance as a witness in a proceeding at a time when
the director has not been made a named defendant or respondent to the
proceeding.
Under RCW Section 23B.08.600,
(1) If a corporation indemnifies or advances expenses to a director under
RCW 23B.08.510, 23B.08.520, 23B.08.530, 23B.08.540, or 23B.08.560 in
connection with a proceeding by or in the right of the corporation, the
corporation shall report the indemnification or advance in the form of a
notice to the shareholders delivered with or before the notice of the
next shareholders' meeting.
B. The Registrant's Articles of Incorporation provide that its directors
and officers shall be indemnified to the fullest extent permissible under
the law of the State of Washington.
C. The Registrant's By-Laws provide that its directors and officers shall
be indemnified to the fullest extent permissible under the law of the
State of Washington.
D. The Registrant has been advised that in the opinion of the SEC, insofar
as indemnification for liabilities arising under the Securities Act may
be permitted to the Registrant's directors, officers and controlling persona
pursuant to the foregoing provisions, or otherwise, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event a claim for indemnification against such
liabilities (other than the Registrant's payment of expenses incurred or
paid by its director, officer or controlling person 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 the
Registrant is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
E. At present, there is no pending litigation or proceeding involving
any of the Registrant's directors, officers or employees in which
indemnification is sought, nor is the Registrant aware of
any threatened litigation that my result in claims for indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Document Description
5.1* Opinion of Guy K. Stewart, Jr., Esq., Counsel to the Registrant,
regarding the legality of the Common Stock being registered.
10.1* 2009 Non-Qualified Service Providers Compensation Plan.
23.1* Consent of Guy K. Stewart, Jr., Esq., Counsel to the Registrant.
(Included in Exhibit 5.1)
23.2* Consent of Gruber & Company LLC, Independent Auditors.
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* Filed herewith.
Item 9. Undertakings.
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 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 set
forth in this Registration Statement-notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such information
in this Registration Statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however , that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a post-
effective amendment by those clauses is contained in reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference into this Registration Statement, or is contained
in a form of prospectus field pursuant to Rule 424(b) that is a part of 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 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; and
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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange 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.
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 SEC 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 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, Wataire International, Inc., 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 Woodland Hills, California, on July 31, 2009.
WATAIRE INTERNATIONAL, INC.
By: /s/ Robert Rosner
Robert Rosner, President, Chief
Executive, and Secretary
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 31, 2009.
Signature Title
/s/ Robert Rosner President, Chief Executive, Secretary, and Director
(Chief Executive Officer)
/s/ Thomas Braid Treasurer, Chief Financial Officer, and Director
(Chief Financial Officer)
INDEX TO EXHIBITS
Exhibit
Number Document Description
5.1* Opinion of Guy K. Stewart, Jr., Esq., Counsel to the Registrant,
regarding the legality of the Common Stock being registered.
10.1* 2009 Non-Qualified Service Providers Compensation Plan (the
"Service Providers Stock Plan")..
23.1* Consent of Guy K. Stewart, Jr., Esq., Counsel to the Registrant.
(Included in Exhibit 5.1)
23.2* Consent of Gruber & Company LLC, Independent Auditors.
EXHIBIT 5.1
OPINION OF GUY K. STEWART, JR., ESQ.,
GUY K. STEWART, JR.
ATTORNEY AT LAW
502 PALM STREET, NUMBER 5
WEST PALM BEACH, FLORIDA 33401
TELEPHONE (561) 659 - 1810 FACSIMILE (561) 659 - 3888
e-mail: e-mail: gkslaw@bellsouth.net
July 31, 2009
The Board of Directors
Wataire International, Inc.
3rd Floor
21900 Burbank Boulevard
Woodland Hills, California 91367
Dear Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Wataire International,
Inc., a Washington corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "Act"), relating to 7,700,000 shares
(the "Shares") of Common Stock, Par Value $0.0001 per share, of the
Company (the "Common Stock") issuable pursuant to the 2009 Non-
Qualified Service Providers Compensation Plan (the "Service Providers
Stock Plan"), certain legal matters in connection with the Shares
subject to original issuance by the Company therewith are being passed
upon for you by me.
In connection with this opinion, I have examined all
documents, records, certificates and matters of law as in my judgment
are necessary or appropriate to enable me to render the opinion
expressed below. In giving the opinions below, I have assumed that the
signatures on all documents examined by me are genuine, that all
documents submitted to me as originals are accurate and complete, that
all documents submitted to me as copies are true and correct copies
of the originals thereof and that all information submitted to me was
accurate and complete.
In addition, I have assumed for purposes of this opinion
(a) that the consideration received by the Company
for the Shares will not be less than the par value of the Shares;
(b) that persons who will be issued Shares pursuant
to the Service Providers Stock Plan
(i) will be natural persons;
(ii) will provide bona fide services to the Registrant; and
(iii) will not provide services connection with the offer or
sale of securities or for capital-raising transactions
for the Company, and are not persons whose services will
directly or indirectly promote or maintain a market for
the registrant's securities.
Based upon the foregoing, and subject to the qualifications set
forth above, I am of the opinion that the Shares, if issued and sold as
described in the Registration Statement: (i) will have been duly authorized,
legally issued, fully paid and non-assessable, (ii) when issued, will be
a valid and binding obligation of the Company, and (iii) do not require a
permit from any governmental agency.
This opinion does not cover any matters related to any re-offer
or re-sale of the Shares by the Beneficiaries of the Service Providers
Stock Plan.
My opinion is subject to the qualification that no opinion is
expressed herein as to the application of the state securities or
Blue-Sky laws.
This Opinion is furnished by me as counsel to you and is solely
for your benefit. Neither this opinion nor copies hereof may be relied
upon by, delivered to, or quoted in whole or in part to any governmental
agency or other person without our prior written consent.
I am a member of the bar of the State of Florida, and the
opinion set forth herein is limited to matters governed by the Federal
laws of the United States of America.
This opinion is being furnished to you solely for your benefit
in connection with the filing of the Registration Statement pursuant to
the Act and the Rules and Regulations and is not to be used, circulated,
quoted, relied upon or otherwise referred to for any other purpose,
without my prior written consent.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to this opinion under
the caption "Legal Opinion" therein.
/s/ Guy K. Stewart, Jr.
July 31, 2009
EXHIBIT 10.1
2009 NON-QUALIFIED SERVICE PROVIDERS
COMPENSATION PLAN
WATAIRE INTERNATIONAL, INC.
2009 NON-QUALIFIED SERVICE PROVIDERS
COMPENSATION PLAN
1. Purpose of Plan
This 2009 Non-Qualified Service Providers Compensation Plan
(the "Plan") of Wataire International, Inc. (the "Company") for providers
of legal, bookkeeping, marketing, and other services to the Company, is
intended to advance the best interests of the Company by providing
those persons who have the task of advancing the interests of Wataire
International, Inc. and all of its stockholders with an additional
incentive by increasing their proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships with the
Company.
2. Definitions
For Plan purposes, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set forth
below:
"Board" shall mean the Board of Directors of the Company.
"Committee" shall mean the Compensation Committee, or such other
committee appointed by the Board, which shall be designated by the Board
to administer the Plan, or the Board if no committees have been established.
The Committee shall be composed of one or more persons as from time to time
are appointed to serve by the Board.
"Common Shares" shall mean the Company's Common Shares, $0.0001
par value per share, or, in the event that the outstanding Common Shares are
hereafter changed into or exchanged for different shares of securities of the
Company, such other shares or securities.
"Common Stock" shall mean shares of common stock which are issued
by the Company pursuant to Section 5, below.
"Common Stock Agreement" mans an agreement executed by a Common
Stockholder and the Company, or, alternatively, a board resolution setting
forth the terms of issuance, as contemplated by Section 5, below, which
imposes on the shares of Common Stock held by the Common Stockholder such
restrictions as the Board or Committee deem appropriate.
"Common Stockholder" means any person who provides legal,
bookkeeping, and marketing services to the Company or other person(s) to
whom shares of Common Stock are issued pursuant to this Plan.
"Company" shall mean Wataire International, Inc., a Washington
corporation, and any subsidiary corporation of Wataire International, Inc.
"Fair Market Value" shall mean, with respect to the date a given
stock compensation is granted, the average of the highest and lowest
reported sales prices of the Common Shares, as reported by such responsible
reporting service as the Committee may select, or if there were not
transactions in the Common Shares on such day, then the last preceding day
on which transactions took place. The above withstanding, the Committee may
determine the Fair Market Value in such other manner as it may deem more
equitable for Plan purposes or as is required by applicable laws or
regulations. The Fair Market Value for purposes of the issuance of common
stock under this plan has been established to be 50% of $0.04 per share on
July 31, 2009 ($0.02).
3. Administration of the Plan
3.1 The Committee shall administer the Plan and accordingly, it
shall have full power to grant Common Stock, construe and interpret the
Plan, establish rules and regulations and perform all other acts, including
the delegation of administrative responsibilities, it believes
reasonable and proper.
3.2 The determination of those eligible to receive Common Stock,
and the amount, type and timing of each issuance and the terms and
conditions of the Common Stock Agreements shall rest in the sole discretion
of the Committee, subject to the provisions of the Plan.
3.3 The Board, or the Committee, may correct any defect, supply
any omission or reconcile any inconsistency in the Plan in the manner and
to the extent it shall deem necessary to carry it into effect.
3.4 Any decision made, or action taken, by the Committee or the
Board arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive.
3.5 Meetings of the Committee shall be held at such times and
places as shall be determined by the Committee. A majority of the
members of the Committee shall constitute a quorum for the transaction
of business, and the vote of a majority of those members present at
any meeting shall decide any question brought before that meeting. In
addition, the Committee may take any action otherwise proper under the
Plan by the affirmative vote, taken without a meeting, of a majority of
its members.
3.6 No member of the Committee shall be liable for any act or
omission of any other member of the Committee or for any act or omission
on his own part, including, but not limited to, the exercise of any power
or discretion given to him under the Plan, except those
resulting from his own gross negligence or willful misconduct.
4. Shares Subject to the Plan
The total number of shares of the Company available for issuance
of Common Stock under the Plan shall be 7,700,000 Common Shares, subject
to adjustment in accordance with Article 7 of the Plan, which shares may
be either authorized but unissued or reacquired Common Shares of the
Company.
5. Award Of Common Stock
5.1 The Board or Committee from time to time, in its absolute
discretion, may award Common Stock to persons who provides legal,
bookkeeping, and marketing services to the Company and such other persons
as the Board or Committee may select.
5.2 Common Stock shall be issued only pursuant to a Common Stock,
Board Resolution, or Common Stock Agreement, which shall be executed by the
Common Stockholder, unless by Board Resolution, and the Company and which
shall contain such terms and conditions as the Board or Committee shall
determine consistent with this Plan, including such restrictions
on transfer as are imposed by Common Stock Agreement.
5.3 Upon delivery of the shares of Common Stock to the Common
Stockholder, below, the Common Stockholder shall have, unless otherwise
provided by the Board or Committee, all the rights of a stockholder with
respect to said shares, subject to the restrictions in the Common Stock or
Common Stock Agreement, including the right to receive all dividends
and other distributions paid or made with respect to the Common Stock.
5.4 All shares of Common Stock issued under this Plan (including
any shares of Common Stock and other securities issued with respect to the
shares of Common Stock as a result of stock dividends, stock splits or
similar changes in the capital structure of the Company) shall be subject
to such restrictions as the Board or Committee shall provide, which
restrictions may include, without limitation, restrictions concerning voting
rights, transferability of the Common Stock and restrictions based on
duration of employment with the Company, Company performance and individual
performance; provided, however, that the Board or Committee may, on such
terms and conditions as it may determine to be appropriate, remove any or
all of such restrictions. Common Stock may not be sold or encumbered until
all applicable restrictions have terminated or expire. The restrictions,
if any, imposed by the Board or Committee or the Board under this Section 5
need not be identical for all Common Stock and the imposition of any
restrictions with respect to any Common Stock shall not require the
imposition of the same or any other restrictions with respect to any other
Common Stock.
6. Adjustments or Changes in Capitalization
6.1 In the event that the outstanding Common Shares of the Company
are hereafter changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of
shares, stock split-up or stock dividend, within 6 months from the date
hereof, and assuming the shares issued pursuant to this plan are still owned
or fully controlled by the issuee under this plan, then in that event there
shall be a like adjustment in the number of shares held by such issuee.
6.2 The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent thereof,
shall be final, binding and conclusive. No fractional Shares shall be
issued under the Plan on account of any such adjustments.
7. Government and Other Regulations
The obligation of the Company to issue, transfer and deliver Common
Shares under the Plan shall be subject to all applicable laws, regulations,
rules, orders and approval which shall then be in effect and required by
the relevant stock exchanges on which the Common Shares are traded and by
government entities as set forth below or as the Committee in its sole
discretion shall deem necessary or advisable.
8. Miscellaneous Provisions
8.1 Any expenses of administering this Plan shall be borne by
the Company.
8.2 Initially, the place of administration of this Plan shall be
in the State of Washington, or such other place as determined from time to
time by the Board, and the validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations,
and rights relating to the Plan, shall be determined solely in accordance
with the laws of the State of Washington.
8.3 In addition to such other rights of indemnification as they
may have as members of the Board or the Committee, the members of the
Committee shall be indemnified by the Company against all costs and
expenses reasonably incurred by them in connection with any action, suit
or proceeding to which they or any of them may be party by reason of any
action taken or failure to act under or in connection with the Plan against
all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid
by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith; provided
that upon the institution of any such action, suit or proceeding a
Committee member shall, in writing, give the Company notice thereof and
an opportunity, at its own expense, to handle and defend the same,
with counsel acceptable to the recipient, before such Committee member
undertakes to handle and defend it on his own behalf.
9. Written Agreement
The Common Shares issued hereunder shall be embodied in a board
resolution which shall constitute a written Common Stock Agreement shall
be subject to the terms and conditions prescribed above and shall be
signed by the recipient and by the President or any Vice President
of the Company, for and in the name and on behalf of the Company.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 22, 2009,
relating to the consolidated financial statements appearing in the
Company's Annual Report on Form 10-K for the year ended March 31, 2009.
/s/ Gruber & Company LLC
Gruber & Company LLC
St. Louis, Missouri
July 31, 2009
8
2
DC\MISC\169611v1