United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
US Biodefense, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Utah 33-0052057
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) INDENTIFICATION NO.)
13674 E. Valley Blvd.
City of Industry, CA 91746
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(Address of principal executive offices)
(626) 961-8039
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(Registrant's telephone number, including area code)
Employee, Directors and Consultants
Stock Plan for the Year 2003
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(Full title of the plans)
David Chin, President
US Biodefense, Inc.
13674 E. Valley Blvd.
City of Industry, CA 91746
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(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum Maximum
offering Aggregate Amount of
Title of Amount to be price offering registration
securities
to be Registered(1) per price fee
registered unit(2)
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Common stock, 10,000,000 $0.13 $1,500,000 $120.00
par shares
value, $0.001
per share
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(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above pursuant to Rule
416(c) under the Securities Act of 1933, as amended, an
additional indeterminate number of Shares which by reason of
certain events specified in the Plan may be offered or sold
pursuant to the Plan.
(2) This estimate is made solely for the purpose of determining
the amount of the registration fee pursuant to Rule 457(c) under
the Securities Act of 1933, as amended and is based upon the
average of the closing price of the Registrant's Common Stock as
reported by the NASD OTC Bulletin Board on March 14, 2003.
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as
amended, and 17 C.F.R. 462.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. PLAN INFORMATION
Please refer to Item 2 of this section, below.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in Part
I, Items 1 and 2, will be delivered to each of the participants
in accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall be provided a
written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be
delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference
in the Section 10(a) prospectus, and shall include the address
(giving title or department) and telephone number to which the
request is to be directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934 (the "Exchange Act") by Palomar
Enterprises, Inc. (the Company") are incorporated herein by
reference:
(a) The Company's latest annual report for its fiscal year ended
December 31, 2002 filed pursuant to Section 13(a) or 15(d)
of the Exchange Act on March 21, 2003; and
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Form 10-KSB referred to in (a)
above.
(c) A description of the Registrant's securities contained in the
Registration Statement on Form 10-SB filed by the Registrant to
register the common stock under the Exchange Act, including all
amendments filed for the purpose of updating such common stock
description
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date hereof and 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 by reference in this
registration statement and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
All shares of Common Stock bear equal voting rights and are
non assessable. Voting rights are not cumulative, and so holders
of more than 50% of the shares could, if they chose, elect all
the Directors. Upon liquidation, dissolution or winding up of
the Company, the assets of the Company, if any, after payment of
liabilities and any liquidation preferences on any outstanding
preferred stock, will be distributed pro rata to the holders of
the Common Stock. The holders of the Common Stock do not have
preemptive rights to subscribe for any securities of the Company
and have no right to require the Company to redeem or purchase
their shares. Holders of Common Stock are entitled to share
equally in dividends when, as and if declared by the Board of
Directors, out of funds legally available therefore.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Other than as set forth below, no named expert or counsel
was hired on a contingent basis, will receive a direct or
indirect interest in the small business issuer, or was a
promoter, underwriter, voting trustee, director, officer, or
employee of the Registrant.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the provisions of the Utah Revised Business
Corporation Act (the "Utah Act"), the Company has the power to
indemnify an individual made a party to a proceeding because they
are or were a director, against liability incurred in the
proceeding, if such individual acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best
interest of the Company and, in a criminal proceeding, they had
no reasonable cause to believe their conduct was unlawful.
Indemnification under this provision is limited to reasonable
expenses incurred in connection with the proceeding. The Company
must indemnify a director or officer who is successful, on the
merits of otherwise, in the defense of any proceeding or in
defense of any claim, issue, or matter in the proceeding, to
which they are a party to because they are or were a director of
officer of the Company, against reasonable expenses incurred by
them in connection with the proceeding or claim with respect to
which they have been successful. Pursuant to the Utah Act, the
Company's Board of Directors may indemnify its officers,
directors, agents, or employees against any loss or damage
sustained when acting in good faith in the performance of their
corporate duties.
The Company may pay for or reimburse reasonable expenses
incurred by a director, officer employee, fiduciary or agent of
the Company who is a party to a proceeding in advance of final
disposition of the proceeding provided the individual furnishes
the Company with a written affirmation that their conduct was in
good faith and in a manner reasonably believed to be in, or not
opposed to, the best interest of the Company, and undertake to
pay the advance if it is ultimately determined that they did not
meet such standard of conduct.
Also pursuant to the Utah Act, a corporation may set forth
in its articles of incorporation, by-laws or by resolution, a
provision eliminating or limiting in certain circumstances,
liability of a director to the corporation or its shareholders
for monetary damages for any action taken or any failure to take
action as a director.
This provision does not eliminate or limit the liability of
a director (i) for the amount of a financial benefit received by
a director to which they are not entitled; (ii) an intentional
infliction of harm on the corporation or its shareholders; (iii)
for liability for a violation of Section 16- 10a-842 of the Utah
Act (relating to the distributions made in violation of the Utah
Act); and (iv) an intentional violation of criminal law. To
date, the Company has not adopted such a provision in its
Articles of Incorporation, By-Laws, or by resolution. A
corporation may not eliminate or limit the liability of a
director for any act or omission occurring prior to the date when
such provision becomes effective. The Utah Act also permits a
corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees, fiduciaries or
agents.
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 Company has been advised that in
the opinion of the Securities and Exchange 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
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION/LOCATION
4 Employee, Directors and Consultants Stock Plan for the Year 2003
5 Opinion of Legality
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Certifying Accountants
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company 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 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.
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(b) The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Company'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.
(c) Insofar as indemnification for liabilities arising under
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 payment by
the Company of expenses paid or incurred by a director, officer
or controlling person of the Company 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 Company 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.
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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 to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Industry, the State of California, on this 5th day of
August, 2003.
US BIODEFENSE, INC.
Signature: /s/ David Chin
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Title: President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature: /s/ David Chin
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Title: President and Director
Date: August 5, 2003
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Industry, the State of California, on
this 5th day of August, 2003.
Plan: Employee, Directors and
Consultants Stock Plan for
the Year 2003
Signature: /s/ David Chin
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Title: President and Director
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION/LOCATION
4 Employee, Directors and Consultants Stock Plan for the Year 2003
5 Opinion of Legality
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Certifying Accountants
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