As filed with the Securities and Exchange Commission on July 1, 2005
Registration No. 333-_____
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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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DND TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Nevada 84-1405298
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
375 E. Elliot Rd., Bldg. 6
Chandler, Arizona 85225
(Address of principal executive offices)
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2005 Stock Option Plan
(Full title of the Plans)
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Dennis Key
Chief Financial Officer
DND Technologies, Inc.
375 E. Elliot Rd., Bldg. 6
Chandler, Arizona 85225
(480) 892-7020
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Stephen R. Boatwright, Esq.
Keller Rohrback, P.L.C.
3101 North Central Avenue, Suite 900
Phoenix, Arizona 85012-2600
(602) 248-0088
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered Maximum Amount Proposed Maximum Proposed Maximum Amount of
to be Offering Price Per Aggregate Offering Registration
Registered(1) Share Price Fee
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2005 Stock Option Plan
Common Stock,
$0.001 par value . . . . . . . . 3,000,000 $0.22(2) $660,000 $77.68
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(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the Plan by reason of any
stock divided, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Estimated in accordance with Rule 457(c) under the Securities Act of
1933 (the "Act") solely for the purpose of calculating the registration
fee. The computation is based on the average of the high and low prices
as reported on the NASD Over-the-Counter Bulletin Board on June 30,
2005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "Commission") requires us
to "incorporate by reference" certain of our publicly-filed documents into this
prospectus, which means that information included in those documents is
considered part of this prospectus. Information that we file with the Commission
after the effective date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the Commission under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"), until we terminate the effectiveness of this registration
statement.
The following documents filed with the Commission are hereby
incorporated by reference:
(a) Our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004 (filed April 15, 2005), which contains audited financial statements for
our latest fiscal year for which such statements have been filed.
(b) Our Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2005 (filed May 16, 2005).
(c) The description of our common stock contained in the Registration
Statement on Form SB-2 (File No. 333-42936), filed with the Commission on April
2, 2001, including any amendments or reports filed for the purpose of updating
such description.
We will furnish without charge to you, on written or oral request, a
copy of any or all of the documents incorporated by reference, other than
exhibits to those documents. You should direct any requests for documents to
Dennis Key, Chief Financial Officer, DND Technologies, Inc., 375 E. Elliot Rd.,
Bldg. 6, Chandler, Arizona 85225.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 78.037 and 78.7052 of the Nevada Revised Statutes (the "NRS")
allow for the indemnification of directors, officers and other corporate agents
for damages for certain breaches of their fiduciary duty. Our articles of
incorporation reduce the liability of our directors, officers and corporate
agents for monetary damages for breaches of their fiduciary duty to the fullest
extent permissible under the NRS. In addition, our bylaws further provide for
indemnification of our directors, officers and corporate agents to the extent
and under the circumstances permitted by the NRS.
The above discussion of the NRS and of our articles of incorporation
and bylaws is not intended to be exhaustive and is qualified in its entirety by
such statutes, articles of incorporation and bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Exhibit
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4.2 2005 Stock Option Plan.
5.2 Opinion of Keller Rohrback, P.L.C.
23.3 Consent of Keller Rohrback, P.L.C. (included in
Exhibit 5.2).
23.4 Consent of Farber and Hass, LLP, Certified Public
Accountants.
24.1 Power of Attorney (see signature page).
Item 9. Undertakings.
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 purposes of determining any liability under the
Securities Act, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
2
Insofar as the indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy is expressed in the Securities 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer of controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
question has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, DND Technologies, Inc., a corporation organized and existing under
the laws of the State of Nevada, 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 Chandler, State of
Arizona, on this 28th day of June, 2005.
DND TECHNOLOGIES, INC.
By: /s/ Douglas Dixon
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Douglas Dixon, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas Dixon, his or her
attorney-in-fact and agent, with the power of substitution and resubsitution,
for him or her and in his or her name, place or stead, in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file such amendments, together with exhibits and other documents in
connection therewith, with the Securities and Exchange Commission, granting to
Douglas Dixon full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as
he or she might or could do in person, and ratifying and confirming all that the
attorney-in-fact and agent, or his substitute or substitutes, may 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 dates indicated.
Signature Title Date
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/s/ Douglas Dixon Chief Executive Officer and Chairman June 28, 2005
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Douglas Dixon
/s/ Dennis Key Chief Financial Officer and Director June 28, 2005
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Dennis Key
/s/ Lowell Giffhorn Director June 28, 2005
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Lowell Giffhorn
/s/ Ronny Baker Controller June 28, 2005
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Ronny Baker
4
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.2 2005 Stock Option Plan.
5.2 Opinion of Keller Rohrback, PLC.
23.3 Consent of Keller Rohrback, PLC (included in Exhibit 5.2).
23.4 Consent of Farber and Hass, LLP, Certified Public Accountants.
24.1 Power of Attorney (see signature page).