As filed with the Securities and Exchange Commission on May 26, 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
AMERICHIP INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
NEVADA 98-0339467
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
12933 W. 8 MILE ROAD
DETROIT, MI 48325
(Address of principal executive offices)
2003 NON-QUALIFIED INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
MARC WALTHER
CHIEF EXECUTIVE OFFICER
AMERICHIP INTERNATIONAL INC.
12933 W. 8 MILE ROAD
DETROIT, MI 48325
(313) 341-1663
(Name, address and telephone number, including area code, of agent for service)
WITH A COPY TO:
ERNEST M. STERN, ESQ.
SCHIFF HARDIN LLP
1101 CONNECTICUT AVENUE, N.W., SUITE 600
WASHINGTON, D.C. 20036
(202) 778-6400
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
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Common stock, $0.001 par value 8,000,000 (1) $0.055(2) $440,000 $55.75
per share
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(1) Represents shares reserved for issuance upon exercise of options granted
under the Registrant's 2003 Non-Qualified Incentive Stock Option Plan.
Shares available for issuance under the 2003 Non-Qualified Incentive Stock
Option Plan were initially registered on a registration statement on Form
S-8 filed with the Securities and Exchange Commission on October 22, 2003
(Registration No. 333-109870) and additional shares were registered
subsquently by a Post-Effective Amendment filed with the Securities and
Exchange Commission on December 12, 2003 (Registration No. 333-58972).
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457 (c) and 457(h) under the Securities Act of 1933
and based upon an average of the high and low prices reported on the
over-the-counter bulletin board on May 21, 2004.
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This registration statement on Form S-8 registers 8,000,000 additional
shares of common stock for issuance under the Registrant's 2003 Non-Qualified
Incentive Stock Option Plan, pursuant to the terms of that plan. This
registration statement on Form S-8 hereby incorporates by reference the contents
of the Registrant's registration statements on Form S-8 (Registration No.
333-109870) filed by the Registrant with the Securities and Exchange Commission
on October 22, 2003 and amended by a Post-Effective Amendment (Registration No.
333-58972) filed by the registrant with the Securities and Exchange Commission
on December 12, 2003.
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 Detroit, State of Michigan on this 25th day of May,
2004.
AMERICHIP INTERNATIONAL INC.
By: /s/ Marc Walther
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Marc Walther
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marc Walther 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 (until revoked
in writing), to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or is substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
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/s/ David Howard Chairman of the Board of Directors May 25, 2004
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David Howard
/s/ Marc Walther President, Chief Executive Officer, May 25, 2004
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Marc Walther Principal Financial Officer, Director
/s/ Edward Rutkowski Director May 25, 2004
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Edward Rutkowski
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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5.01 Opinion of Schiff Hardin LLP
10.01 2003 Non-Qualified Stock Option Plan
23.01 Consent of Williams & Webster P.S., Certified Public Accountants
23.02 Consent of Schiff Hardin LLP (included in Exhibit 5.01)
24.01 Power of Attorney (set forth on the signature page)