AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 2004
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
7900 Gloria Avenue
Van Nuys, California 91406
(Address of principal executive offices) (Zip Code)
NuTech Digital, Inc. 2001 Equity Incentive Plan
(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 3,752,474 $0.615 $2,307,772 $187.00
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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 option 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(c) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on January 9, 2004, as reported on the over-the-counter bulletin board.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the NuTech Digital, Inc. 2001 Equity
Incentive Plan as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"). Such documents need not be filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424 in accordance with
the Note to Part I of Form S-8. These documents, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
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 on Form 10-KSB for the fiscal year ended
December 31, 2002, filed by the Registrant with the Commission on March 31,
2003, which contains audited financial statements for the most recent fiscal
year for which such statements have been filed.
(b) The Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2003, filed by the Registrant with the Commission on May 15, 2003.
(c) The Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2003, filed by the Registrant with the Commission on August 1, 2003.
(d) The Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2003, filed by the Registrant with the Commission on November 14,
2003.
(e) The Registrant's Proxy Statement dated June 3, 2003.
(f) The description of the Registrant's common stock which is
contained in a registration statement filed on Form SB-2, registration number
333-88550, filed by the Registrant with the Commission on May 17, 2002.
(g) 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.
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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.
Not applicable.
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
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 it to indemnify its 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation, as amended (1)
4.2 Bylaws (1)
5. Opinion regarding legality (2)
10. NuTech Digital, Inc. 2001 Equity Incentive Plan (2)
23.1 Consent of Farber & Hass LLP (2)
23.2 Consent of Moffitt & Company, P.C. (2)
23.3 Consent of Richardson & Patel LLP (included in Exhibit 5) (2)
(1) Incorporated by reference from the Registrant's SB-2 Registration
Statement as filed on May 17, 2002, SEC file number 333-88550.
(2) Filed herewith.
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; (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 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 12th day of
January, 2004.
NUTECH DIGITAL, INC.
By: /s/Lee Kasper
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Lee Kasper, President and Chief Executive
Officer
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:
Dated: January 12, 2004 /s/ Lee Kasper
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Lee Kasper,
President, Chief Executive Officer
Chief Financial Officer and Director
Dated: January 12, 2004 /s/ Joseph Giarmo
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Joseph Giarmo, Vice President and Director
Dated: January 12, 2004 /s/ Yegia Eli Aramyan
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Yegia Eli Aramyan, Director
Dated: January 12, 2004 /s/ Jay S. Hergott
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Jay S. Hergott, Director
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