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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ONCTHERA, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-4047693
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
151 South Ferry Quay
Liverpool, Merseyside L3 4EW
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number +44 (0) 151 707 7898
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EMPLOYMENT AND CONSULTING CONTRACTS
(Full Title of the Plans)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock 350,000(1) $0.75(2) $262,500 $62.73
($0.001 par value)
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(1) Shares registered pursuant to this Registration Statement available for
issuance.
(2) Estimated at June 30, 2003 pursuant to Rule 457(h) under the Securities Act
of 1933, as amended solely for the purpose of calculating the amount of the
registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information
(a) General Plan Information
(1) The Company shall offer its common stock, $.001 par value, pursuant
to the plan.
(2) The purpose of the plan is to compensate consultants and employees
of the company for services and work rendered on behalf of the company,
for a period of one (1) year.
(3) The plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
(4) Participants many contact the company for any additional
information about the plan.
(b) Securities to be Offered
(1) The Company shall offer under the plan 350,000 shares of its Common
stock, $.001 par value.
(c) Employees Who May Participate in the Plan
The Company shall, at its sole discretion, determine who shall be
eligible to participate in the plan. The Company shall consider those
employees and consultants, who contribute services to the company, to
be eligible under the plan.
(d) Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered
(1) Employees offered eligibility to the Plan may elect to participate
in the plan for a period of one year and are to be compensated for
services and work rendered for the company's benefit in lieu of
payment.
(e) Resale Restrictions
Resale of the shares registered hereunder shall be subject Rule 144 of
the Securities and Exchange Acts of 1933 and 1934 unless an opinion of
the company's corporate counsel indicates otherwise.
Item 2. Registrant Information and Employee Plan Annual
Information.
The registrant shall provide a written statement to participants advising them
of the availability without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of the registration
statement, and stating that these documents are incorporated by reference in the
Section 10(a) prospectus. The statement also shall indicate the availability
without charge, upon written or oral request, of other documents required to be
delivered to employees pursuant to Rule 428(b) ( 230.428(b)). The statement
shall include the address (giving title or department) and telephone number to
which the request is to be directed.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of ONCTHERA, INC., (the "Company"), previously filed
with the Securities and Exchange Commission, are incorporated herein by
reference:
1. The Company's latest annual report filed pursuant on Form 10KSB for the
period ending February 28, 2003 and the Company's Form 10QSB for the period
ending May 31, 2003 and the Company's Form 10QSB for the period ending August
31, 2003;
2. 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 above
reference to the Company's Annual report.
3. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of The Securities Exchange Act of 1934 after the date of this Registration
Statement, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which registers all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof 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 Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or 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 a part of this Registration Statement.
Item 4. Description of Securities.
The securities to be registered and offered are the Company's common stock, par
value $.001, which is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
Indemnification of Officers and Directors of the Company is provided for under
the Article XI of the Company's by-laws which state that "Each person who was or
is made a party or is threatened to be made a party or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigation (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer, of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in paragraph (b) hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its disposition: provided, however,
that, if the Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer), to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified under this Section or otherwise. The Corporation may, by action
of its Board of Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the foregoing indemnification
of directors and officers.
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 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, represents a
fundamental change in the information set forth in the Registration Statement;
and
(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 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of this 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 at the time and 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 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 this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at the 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
Company pursuant to the foregoing provisions described under Item 6 above, 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 of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted against the Company 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of New
York, State of New York on October 16, 2003.
ONCTHERA, INC.
By: \s\ Ian Warwick
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President