SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
RESCON TECHNOLOGY CORPORATION
--------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 83-0210455
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1500 Market Street, 12th Floor, East Tower
Philadelphia, Pennsylvania 19120
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(Address, including zip code of Principal Executive Offices)
Consulting Agreements
-------------------------
(Full Title of the Plan)
Christian Nigohossian, President
Rescon Technology Corporation
1500 Market Street, 12th Floor, East Tower
Philadelphia, Pennsylvania 19120
(215) 246-3456
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Ronald L. Poulton, Esq.
Poulton & Yordan
136 East South Temple, Suite 1700-A
Salt Lake City, Utah 84111
(801) 355-1341
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
Amount of
Title of Proposed Maximum Proposed Maximum Aggregate
Securities to Amount to be Offering Price Offering Registration
be Registered Registered (1) Per Share (2) Price (2) Fee
_____________________________________________________________________________________
Common Stock 1,750,000 $0.10 $175,000 $14.16
par value $.0001,
_____________________________________________________________________________________
</Table>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement shall be deemed to cover any additional securities
to be offered or issued from stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act")and computed pursuant to Rule 457(h) under the Securities
Act.
RESCON TECHNOLOGY CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registration Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Rescon Technology
Corporation (the "Registrant") are hereby incorporated herein by reference:
- The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended August 31, 2002;
- The Registrant's Amendment to the Annual Report on Form 10-KSB/A
for the fiscal year ended August 31, 2002;
and
- All other reports filed by the Registrant pursuant to Section
13(a) and 15(d) of the Exchange Act of 1934 since August 31,
2002.
In addition, all documents filed with the Commission 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 hereunder have been sold or which deregisters all
securities then remaining unsold are incorporated by reference in this
Registration Statement and are part hereof from the date of filing of 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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier 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 shares issuable under the consulting agreements are shares of
common stock, all of the same class and entitled to the same rights and
privileges as all other shares of common stock.
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DESCRIPTION OF COMMON STOCK. Our authorized capital stock consists of
1,000,000,000 shares of common stock with a $.0001 par value. As of the
date of this registration statement, we have outstanding 19,491,091 shares
of common stock, all of which is validly issued, fully paid and
nonassessable. Holders of our common stock are entitled to receive
dividends when declared by the Board of Directors out of funds legally
available therefore. Any such dividends may be paid in cash, property or
shares of our common stock. We have not paid any dividends since our
inception. All dividends will be subject to the discretion of the Board of
Directors, and will depend upon, among other things, our operating and
financial conditions, our capital requirements and our general business
conditions. Therefore, there can be no assurance that any dividends on our
common stock will be paid in the future.
All shares of our common stock have equal voting rights and, when
validly issued and outstanding, have one vote per share on all matters to
be voted upon by the shareholders. Cumulative voting in the election of
directors is not allowed, and a quorum for shareholder meetings shall
result from a majority of the issued and outstanding shares present in
person or by proxy. Accordingly, the holders of a majority of the shares
of common stock present, in person or by proxy at any legally convened
shareholders' meeting at which the Board of Directors is to be elected,
will be able to elect all directors and the minority shareholders will not
be able to elect a representative to the Board of Directors.
There are no pre-emptive or conversion rights, no redemption or
sinking fund provisions, and shares are not liable for further call or
assessment. Each share is entitled to share pro rata any assets available
for distribution to holders of its equity securities upon our liquidation.
The Transfer Agent for the Registrant is Interwest Transfer Company,
Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Nevada Revised Statutes, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in
the right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal
proceeding, the indemnified person shall have had no reason to believe the
conduct committed was unlawful.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
<Table>
<Caption>
Exhibit
Number Description Location
- ------- ----------- --------
4.1 Consulting Agreement between Rescon Technology Attached
Corporation and Dr. Tristan V. Stonger
4.2 Consulting Agreement between Rescon Technology Attached
Corporation and Capital Resource Alliance, LLC
4.3 Consulting Agreement between Rescon Technology Attached
Corporation and Neil Moskowits, M.D.
4.4 Consulting Agreement between Rescon Technology Attached
Corporation and David Buttigieg
4.5 Consulting Agreement between Rescon Technology Attached
Corporation and R.M. Soullier
4.6 Consulting Agreement between Rescon Technology Attached
Corporation and R.H. Wolter
4.7 Consulting Agreement between Rescon Technology Attached
Corporation and Mark Solomon
5.1 Opinion of counsel as to legality of securities Attached
being registered.
23.1 Consent of counsel (contained in Exhibit 5.1). Attached
23.2 Consent of Mantayla McReynolds, Attached
Independent Accountants.
24.1 Power of Attorney (included on page 5 herein). Attached
</Table>
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 prospectus required by Section10(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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
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
20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
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(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic 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 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.
(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 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 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 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, as
amended, 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, on October 29, 2003.
RESCON TECHNOLOGY CORPORATION
By: /S/ Christian Nigohossian
_______________________________________
Christian Nigohossian, President, Secretary
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Christian Nigohossian his or
her true and lawful agent, proxy and attorney-in-fact, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to (i) act on, sign and file
with the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this Registration Statement on
Form S-8 together with all schedules and exhibits thereto (ii) act on, sign
and file such certificates, instruments, agreements and other documents as
may be necessary or appropriate in connection therewith, and (iii) take any
and all actions that may be necessary or appropriate to be done, as fully
for all intents and purposes as he or she might or could do in person,
hereby approving, ratifying and confirming all that such agent, proxy and
attorney-in-fact or any of his substitutes may lawfully do or cause to be
done by virtue thereof.
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed on this 29th day of October 2003,
by the following persons in the capacities indicated:
Signatures Title
---------- -----
/S/ Christian Nigohossian President and Director
-------------------------------
Christian Nigohossian
/S/ Bojidar Gyoshev Director
--------------------------------
Bojidar Gyoshev
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Index to Exhibits
<Table>
<Caption>
Exhibit
Number Description Location
- ------- ----------- --------
4.1 Consulting Agreement between Rescon Technology Attached
Corporation and Dr. Tristan V. Stonger
4.2 Consulting Agreement between Rescon Technology Attached
Corporation and Capital Resource Alliance, LLC
4.3 Consulting Agreement between Rescon Technology Attached
Corporation and Neil Moskowits, M.D.
4.4 Consulting Agreement between Rescon Technology Attached
Corporation and David Buttigieg
4.5 Consulting Agreement between Rescon Technology Attached
Corporation and R.M. Soullier
4.6 Consulting Agreement between Rescon Technology Attached
Corporation and R.H. Wolter
4.7 Consulting Agreement between Rescon Technology Attached
Corporation and Mark Solomon
5.1 Opinion of counsel as to legality of securities Attached
being registered.
23.1 Consent of counsel (contained in Exhibit 5.1). Attached
23.2 Consent of Mantayla McReynolds, Attached
Independent Accountants.
24.1 Power of Attorney (included on page 5 herein). Attached
</Table>
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