As filed with the Securities and Exchange Commission on March 28, 2006
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
GELSTAT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 90-0075732
(State or Other Jurisdiction (IRS Employer
of Incorporation or Identification No.)
Organization)
1650 West 82nd Street, Suite 1200
Bloomington, Minnesota 55431
(Address of Principal Executive Offices) (Zip Code)
(952) 881-4105
(Telephone number, including area code, of agent for service)
GELSTAT CONSULTING AGREEMENT
(Full title of the plan)
Stephen C. Roberts
GelStat Corporation
1650 West 82nd Street, Suite 1200
Bloomington, Minnesota 55431
(Name and address of agent for service)
(952) 881-4105 (Telephone
number, including area code)
Copies to:
Janna R. Severance, Esq.
Messerli & Kramer, P.A.
1800 Fifth Street Towers
150 South 5th Street
Minneapolis, MN 55402-4218
Telephone: (612) 672-3600
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Proposed
Maximum Offering Proposed Maximum
Title of Securities to be Amount to be Price Per Aggregate Offering Amount of Registration
Registered Registered Share(1,2) Price(1,2) Fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 Par Value 175,000 $0.225 $39,375 $4.21
===================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount
of interests to be offered pursuant to the employee benefit plans
described herein as a result of a stock split, stock dividend or similar
transaction affecting the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the basis of the average of the average of the high and low prices of the
Common Stock on the OTCBB on March 23, 2006.
PART II
Item 3. Incorporation of Documents by Reference
The following documents, as filed by GelStat Corporation, formerly known
as Developed Technology Resource, Inc. (the "Registrant"), with the Securities
and Exchange Commission (the "SEC"), are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004;
(2) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 2005, June 30, 2005, and September 30,
2005; and
(3) The description of the Registrant's Common Stock contained in its
Current Report on Form 8-K filed on July 17, 2003.
In addition, each document filed by the Registrant and the Plans pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended after the date hereof, and prior to the termination of the offering
shall be deemed to be incorporated by reference herein and to be 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 that also is deemed to be incorporated by reference herein modifies or
supercedes such statement. Any such statement so modified or superceded shall
not be deemed, except as so modified or superceded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under the Minnesota Business Corporation Act (the "Minnesota Act"), unless
the articles of incorporation or bylaws otherwise provide, directors and
officers will be indemnified against judgments, penalties, fines, settlements
and expenses (including attorneys' fees) incurred in connection with legal
proceedings to which they are made, or threatened to be made, a party by reason
of their present or former status as a director or officer, if they received no
improper personal benefit, in the case of any criminal proceeding, they had no
reasonable cause to believe their conduct was unlawful and, generally speaking,
they reasonably believed their conduct to be in, or not opposed to, the
corporation's best interests.
2
Bylaws of the Registrant provide indemnification to directors and officers
to the full extent provided by the Minnesota Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as a part of this registration statement:
Exhibit Number Description
-------------- -----------
4.1 Restated Articles of Incorporation, as amended
(incorporated by reference to Exhibit 3.6 to the
Registrant's Report on Form 8-K filed on August 1,
2003).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.7 to the
Registrant's Report on Form 8-K filed on August 1,
2003).
5.1 Opinion of Counsel regarding legality of shares.
23.1 Consent of Virchow, Krause & Company, LLP.
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, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low of high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
3
(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.
(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, 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.
(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 of the
registrant 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.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Minneapolis, State of Minnesota.
GELSTAT CORPORATION
By /s/ Stephen C. Roberts
-------------------------------------
Stephen C. Roberts
Chairman of the Board, Chief
Executive Officer, Chief Financial
Officer and Director (Principal
Executive Officer and Principal
Financial and Accounting Officer)
Date: March 24, 2006
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Name Title Date
Chairman of the Board, Chief Executive
Officer, Chief Financial Officer and Director
(Principal Executive Officer and Principal
/s/ Stephen C. Roberts Financial and Accounting Officer) March 24, 2006
- -----------------------------
Stephen C. Roberts, M.D.
/s/ Richard Ringold President and Director March 24, 2006
- -----------------------------
Richard Ringold
5