SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APO Health, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
86-0871787
(I.R.S. Employer Identification No.)
3950 Oceanside Road, Oceanside, New York, 11572
(Address of Principal Executive Offices) (Zip Code)
2003-B PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN (2,750,000 shares)
(Full Title of the Plan)
Dr. Jan Stahl
President and Chief Executive Officer
3950 Oceanside Road, Oceanside, New York, 11572
(Name and Address of Agent for Service)
(516-594-0005)
(Telephone Number, Including Area Code, of Agent For Service)
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Calculation of Registration Fee
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Proposed Maximum amount of Securities to be registered: 2,750,000
Amount of Title of Securities Amount To Be Offering Fee
Aggregate To Be Registered Registered (1) Price Per Share (2) Registration
Common
$192,500.00 Par Value, $.0002 2,750,000 $.07 $17.71
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1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee and benefit plans described
herein.
2 Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices
reported on the OTC-BB on September 8, 2003, which was approximately $.07.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required for this Item is included in documents distributed to
the Participant. APO Health, Inc. ("the Company," "we," "the Registrant" or
"us") is offering a total of 2,750,000 shares of its Common Stock to
professionals and consultants for services including legal consulting, and other
consulting services, including administrative, computer software, and marketing
consulting services. The issuance of shares is being made pursuant to the 2003-B
Professional/Consultant Stock Compensation Plan (the "Plan") adopted by the
Board of Directors on September 8, 2003. The 2,750,000 shares will cover the
costs of previously rendered services as well as ongoing services to the
Company. A copy of the Plan has been distributed to three such consultants. Each
consultant has agreed to accept shares under the Plan in lieu of a cash payment
for its services. The shares issued hereunder will not be subject to any resale
restrictions. The Plan is not qualified under ERISA, nor is this Plan qualified
under Section 401(a) of the Internal Revenue Code.
There are no ongoing reporting obligations of Consultants, nor are there any
ongoing contributions from the Registrant. The purpose of this Registration of
securities on Form S-8 is to compensate individuals and/or entities that have
performed and continue to perform services to the Registrant. The Board has
authorized this registration statement and has written the Plan to satisfy
present and future compensation obligations to professionals and consultants.
This registration is limited to 2,750,000 shares. The Consultants that are
eligible for shares under the Plan have performed, or will perform in the
future, services or activities for which shares may be issued under a Form S-8.
Consultants may contact Dr. Jan Stahl, the Plan Administrator and President of
the Registrant, with any questions at (516) 594-0005.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information required for this Item is included in documents distributed to
the Participant.
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") by APO Health, Inc. pursuant to the Securities
Exchange Act of 1934, as amended ("the Exchange Act") are, as of their
respective dates, hereby incorporated by reference in this Registration
Statement:
(i) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2002 filed pursuant to Section 13(a) or 15(d) of the Exchange Act
on January 3, 2003, and recent Quarterly Reports filed for the quarters ended
March 31, 2003 and June 30, 2003 filed on June 6, 2003 and August 18, 2003
respectively;
(ii) All other reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Company's
documents referred to in Paragraph (i) above; and
(iii) All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of Common Stock, par value $.0002 per
share (the "Shares"), offered hereby have been sold or that all Shares then
remaining unsold have been deregistered shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a document subsequently filed 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.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not required.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Nevada corporations are authorized to indemnify against liability any person who
is a party to any legal proceeding because such person is a director or officer
of the corporation. The officer or director must act in good faith and in a
manner reasonably believed to be in the best interests of the corporation and,
with respect to any criminal action or proceeding, have no reasonable cause to
believe the conduct was unlawful. Nevada law does not allow indemnification for
an act or omission that involves intentional misconduct or a knowing violation
of a law. In the case of an action by or on behalf of a corporation,
indemnification may not be made if the person seeking indemnification is found
liable, unless the court in which such action was brought determines such person
is fairly and reasonably entitled to indemnification. Indemnification is
required if a director or officer has been successful on the merits.
The indemnification authorized under Nevada law is not exclusive and is in
addition to any other rights granted to officers and directors. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director.
Our articles of incorporation provide for the indemnification of directors and
executive officers to the maximum extent permitted by Nevada law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers or controlling persons pursuant to the
foregoing provisions or otherwise, we have 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.
There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents where indemnification would be required or
permitted. We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits.
Copies of the following documents are included as exhibits to this registration
statement pursuant to Item 601 of regulation S-B.
SEC
Exhibit
No. Description
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4.02 APO Health, Inc. 2003-B Professional/Consultants' Compensation Plan,
dated September 8, 2003
5.01 Letter opinion, including consent of Law Office of Andrea Cataneo
Ltd. regarding legality of Common Stock to be issued pursuant to the
2003-B Professional/Consultant Stock Compensation Plan.
23.02 Consent of Law Office of Andrea Cataneo Ltd. (included in Opinion
in Exhibit 5.01).
23.03 Consent of Tom Linder of Linder & Linder, Certified Public
Accountants.
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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 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.
(b) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Oceanside, State of New York, on this 9th day of
September 2003.
APO HEALTH, INC.
By:/s/ Jan Stahl
--------------------------------
Dr. Jan Stahl,
Chief Executive Officer, Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Dr. Jan Stahl , his true and lawful attorney-in-fact
and agent, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.
SIGNATURE DATE
/s/ Jan Stahl September 9, 2003
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Dr. Jan Stahl, President,
Chief Executive Officer, Chairman
/s/ Ken Leventhal September 9, 2003
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Ken Leventhal,
Director