SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NUTECH DIGITAL, INC.
(Exact name of registrant as specified in its charter)
California 95-4642831
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(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
7900 Gloria Avenue
Van Nuys, California 91406
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(Address of principal executive offices) (Zip Code)
2003 Consultant Stock Plan
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(Full title of the plan)
Lee Kasper
7900 Gloria Avenue
Van Nuys, California 91406
(Name and address of agent for service)
(818) 994-3831
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share(2) price(2) registration fee
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Common Stock 5,000,000 $0.145 $725,000 $58.65
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(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on July 7, 2003, as reported on the OTC Electronic Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference
into this registration statement:
(a) The Annual Report for the fiscal year ended December 31,
2002, filed by the registrant with the Securities and Exchange Commission (the
"Commission") on Form 10KSB on March 31, 2003 and amended on April 10, 2003,
which contains audited consolidated financial statements for the most recent
fiscal year for which such statements have been filed.
(b) The Quarterly Report for the quarter ended March 31,
2003 filed on Form 10QSB on May 15, 2003.
(c) The description of the registrant's common stock, which is
included in Amendment No. 4 to the registration statement on Form SB-2, file no.
333-88550, filed with the Commission on September 18, 2002.
(d) In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
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 by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Richardson & Patel LLP has given an opinion on the validity of
the securities being registered hereunder. Erick Richardson and Nimish Patel,
principals in the law firm, are eligible to receive shares of the Company's
common stock pursuant to this Form S-8 registration statement.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law permits the
indemnification of a corporation's agents (which includes officers and
directors) because he is a party (or he is threatened to be made a party) to any
action or proceeding by reason of the fact that the person is or was an agent of
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the corporation or because he is a party (or he is threatened to be made a
party) to any action or proceeding brought by or on behalf of a corporation. If
the agent is successful on the merits in defense of any action or proceeding,
the corporation must indemnify the agent against expenses actually and
reasonably incurred by the agent in such defense.
Article V of the Registrant's Articles of Incorporation provides that the
liability of directors for monetary damages shall be eliminated to the fullest
extent permissible under California law. This provision requires the Registrant
to indemnify its directors, as permitted by law, in excess of Section 317 of the
California General Corporation Law.
The Registrant's bylaws permit them to indemnify their officers and
directors, to the maximum extent permitted by the California General Corporation
Law, against expenses, judgments, fines, settlements, and other amounts actually
and reasonably incurred in connection with any proceeding arising by reason of
the fact any person is or was an officer or director of the Registrant. In this
regard, the Registrant has the power to advance to any officer or director
expenses incurred in defending any such proceeding to the maximum extent
permitted by law.
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
Securities Act of 1933 and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion regarding legality
23.1 Consent of Farber & Hass, LLP
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5)
99. 2003 Consultant Stock Plan
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (1) 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; 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.
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(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 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, 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 Van Nuys, State of California, on this 7th day of
July, 2003.
NUTECH DIGITAL, INC.
A California Corporation
/s/
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By: Lee Kasper
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated: July 7, 2003
/s/
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Lee Kasper, Chairman
Dated: July 7, 2003 /s/
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Joseph Giarmo, Director
Dated: July 7, 2003 /s/
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Yegia Eli Aramyan, Director
Dated: July 7, 2003 /s/
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Jay S. Hergott, Director
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INDEX TO EXHIBITS
Exhibit Number Description
5. Opinion regarding legality
23.1 Consent of Farber & Hass, LLP
23.2 Consent of Moffitt & Company, P.C.
23.3 Consent of Richardson & Patel LLP (included in Exhibit 5)
99. 2003 Consultant Stock Plan
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