U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
NUCLEAR SOLUTIONS, INC.
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(Exact Name of Registrant as specified in charter)
Nevada 0-31959 88-0433815
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(State of Incorporation) (SEC File Number) (IRS Employer I.D. No.)
5505 Connecticut Ave., N.W. Ste.191, Washington, D.C. 20015
(Address of principal executive offices)
STOCK GRANT PLAN
(Full Title of the Plan)
Patrick Herda
5505 Connecticut Ave., N.W., Ste. 191
Washington, D.C. 20015
(Name and Address of agent for Service
(202) 787-1951
(Telephone number, including area code for agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of (1) maximum maximum
securities Securities offering aggregate Amount of
to be to be price per offering Registration
registered registered share (2) price (2) Fee (3)
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Common $.001 5,500,000 $0.80 $4,400,000 $557.48
par value shares
(1) Includes an indeterminate number of additional shares which may be issued
pursuant to the above plan as a result of any future stock split, stock
dividend, or similar adjustment.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the bid and asked
prices reported on August 12, 2005 by the NASD OTC Bulletin Board.
EXPLANATORY NOTE
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
in Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated in this registration
statement by reference:
(a) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act, including but not limited to the Company's Annual Report on
Form 10-KSB for the year ending December 31, 2004, 10-QSB for the
periods ending March 31, 2005.
In addition, all documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which de-registers
all of the shares then remaining unsold, will be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of the documents. Any statement contained in a document incorporated 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 or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded will not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable, the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with this registration statement
will be passed upon for Nuclear Solutions, Inc. by Wilson Law Offices. Wilson is
a shareholder of the registrant.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article Eleven of the Company's Articles of Incorporation provides that
the Company's directors and officers will not have any personal liability to the
Company or its stockholders for damages for obligations, suits of any kind
including, but not limited to, malpractice, class actions, discrimination,
personal injury, anti-trust, liens, acts or judgments of the corporation , or
any other liability which may be construed to be contained within the scope of
the laws and statutes of the State of Nevada which pertain to director
liability. This article does not provide for the Company to indemnify the
officers or directors, however, such indemnification may be implied. Sections
78.751 and 78.752 of the Nevada General Corporation Law authorize a corporation
to indemnify its directors, officers, employees, or agents in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including provisions permitting advances for expenses incurred) arising under
the 1933 Act. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers, or
persons controlling the Company pursuant to the foregoing provisions, the
Company believes 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The following documents are incorporated by reference from the
Company's Periodic Report filings, SEC File # 0-31959, as filed with the
Securities & Exchange Commission.
Exhibit Number Description
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(3.1)* Articles of Incorporation of Nuclear Solutions, Inc.
(3.2)* Certificate of Amendment of Articles of Incorporation of
Nuclear Solutions, Inc.
(3.3)* By-Laws
(5.0) Opinion of Counsel and consent regarding the legality of the
securities registered under this Registration Statement
(10.0) Stock Grant Plan
(23.1) Consent of Independent Certifying Public Accountant
(23.2) Consent of Independent Certifying Public Accountant
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* Previously filed.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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.
(4) 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
(5) Insofar as indemnification for liabilities 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 that 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 Washington, D.C.
Dated: August 12, 2005
NUCLEAR SOLUTIONS, INC.
a Nevada corporation
/s/ Patrick Herda
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Patrick Herda
President, CEO
Director
/s/ John Dempsey
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John Dempsey, CFO and VP
Pursuant to the requirements of the Securities Act of 1933, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.
Date: August 12, 2005
/s/ Patrick Herda
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Patrick Herda, Director
/s/ John Dempsey
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John Dempsey, CFO and VP