As filed with the Securities and Exchange Commission on June 8, 2006
Registration No. _____________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMAZON BIOTECH, INC.
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(Exact name of registrant as specified in its charter)
Utah 87-0416131
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
43 West 33rd Street, Suite 405, New York, NY 10001
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(Address of Principal Executive Offices) (Zip Code)
2006 Stock Incentive Plan No. 2
(Full title of the plan)
Mechael Kanovsky
43 West 33rd Street, Suite 405
New York, NY 10001
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(Name and address of agent for service)
(212) 695-3003
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share price(2) fee(2)
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Common stock, $0.001 par value, to be issued 4,000,000 shares $0.21 $840,000 $89.88
pursuant to the 2006 Stock Incentive Plan No. 2
of Amazon Biotech, Inc.
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(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the Plans being registered
pursuant to this Registration Statement by reason of any stock
dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of our outstanding shares of common stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of
1933, as amended, based upon the last sale of the Registrant's common
stock on June 5, 2006 as reported in the over-the-counter market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:
1. Our Annual Report on Form 10-KSB for the fiscal year ended July 31,
2005.
2. All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since
October 31, 2005.
3. The description of our common stock, $0.001 par value, contained in
our Proxy Statement on Schedule 14A dated December 2, 2003,
including any amendments or reports filed for the purpose of
updating such description.
4. All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all of the securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein as
set forth above 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 incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address: Mechael Kanovsky, 43 West 33rd Street,
New York, NY 10001, (212) 695-3003.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Spectrum Law Group, LLP and certain affiliates of Spectrum Law Group,
LLP may be issued shares of our common stock pursuant to this offering.
Item 6. Indemnification of Directors and Officers.
Utah Statutes
Section 16-10a-841 of the Utah Revised Business Corporation Act provides
for the indemnification of our officers, directors, employees and agents under
certain circumstances as follows:
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"(1) Without limiting the generality of Subsection 16-10a-840(4), if so
provided in the articles of incorporation or in the bylaws or a resolution to
the extent permitted in Subsection (3), a corporation may eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
damages for any action taken or any failure to take any action as a director,
except liability for:
(a) the amount of a financial benefit received by a director to which he
is not entitled;
(b) an intentional infliction of harm on the corporation or the
shareholders;
(c) a violation of Section 16-10a-842; or
(d) an intentional violation of criminal law.
(2) No provision authorized under this section may eliminate or limit the
liability of a director for any act or omission occurring prior to the date when
the provision becomes effective.
(3) Any provision authorized under this section to be included in the
articles of incorporation may also be adopted in the bylaws or by resolution,
but only if the provision is approved by the same percentage of shareholders of
each voting group as would be required to approve an amendment to the articles
of incorporation including the provision.
(4) Any foreign corporation authorized to transact business in this state,
including any federally chartered depository institution authorized under
federal law to transact business in this state, may adopt any provision
authorized under this section.
(5) With respect to a corporation that is a depository institution
regulated by the Department of Financial Institutions or by an agency of the
federal government, any provision authorized under this section may include the
elimination or limitation of the personal liability of a director or officer to
the corporation's members or depositors."
Section 16-10a-902 of the Utah Revised Business Corporation Act provides
for the indemnification of the Company's officers, directors, employees and
agents under certain circumstances as follows:
"(1) Except as provided in Subsection (4), a corporation may indemnify an
individual made a party to a proceeding because he is or was a director, against
liability incurred in the proceeding if:
(a) his conduct was in good faith; and
(b) he reasonably believed that his conduct was in, or not opposed to,
the corporation's best interests; and
(c) in the case of any criminal proceeding, he had no reasonable cause
to believe his conduct was unlawful.
(2) A director's conduct with respect to any employee benefit plan for a
purpose he reasonably believed to be in or not opposed to the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of Subsection (1)(b).
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(4) A corporation may not indemnify a director under this section:
(a) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) in connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not involving
action in his official capacity, in which proceeding he was adjudged
liable on the basis that he derived an improper personal benefit.
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(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding."
Charter Provisions
Our Articles of Incorporation contain no provisions regarding
indemnification of officers and directors.
Bylaws
Our Bylaws provide for the indemnification of our directors, officers,
employees, or agents under certain circumstances as follows:
ARTICLE VIII - INDEMNIFICATION
Section 8.1 Indemnification. No officer or director shall be personally
liable for any obligations arising out of any acts or conduct of said officer or
director performed for or on behalf of the Corporation. The Corporation shall
and does hereby indemnify and hold harmless each person and his heirs and
administrators who shall serve at any time hereafter as a director or officer of
the Corporation from and against any and all claims, judgments and liabilities
to which such person shall become subject by reason of his having heretofore or
hereafter been a director or officer of the corporation, or by reason of any
action alleged to have been heretofore or hereafter taken or omitted to have
been taken by him as such director or officer, and shall reimburse each such
person for all legal and other expenses reasonably incurred by him in connection
with any such claim or liability; and shall have power to defend such person
from all suits as provided for under the provisions of the Utah Business
Corporation Act; provided, however that no such person shall be indemnified
against, or be reimbursed for, any expense incurred in connection with any claim
or liability arising out of his own negligence or willful misconduct. The rights
occurring to any person under the foregoing provisions of this section shall not
exclude any other right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to indemnify or reimburse
such person in any proper case, even though not specifically herein provided
for. The Corporation, its directors, officers, employees and agents shall be
fully protected in taking any action or making any payment or in refusing so to
do in reliance upon the advice of counsel.
Section 8.2 Other Indemnification. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any Bylaw, agreement, note of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 8.3 Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer or employee of the
Corporation, or is or was serving at the request of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against liability under the provisions of this Article VIII or of subsection
(o) of Section 16-10-4 of the Utah Business Corporation Act.
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Section 8.4 Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the Corporation by its Board
of Directors, in lieu of such indemnity, to settle any such claim, action, suit
or proceeding at the expense of the Corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.
Indemnity Agreements
Our bylaws provide that we may indemnify directors, officers, employees or
agents to the fullest extent permitted by law and we may agreed to provide such
indemnification to our directors pursuant to written indemnity agreements.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
Exhibit Number Description
4.1 2006 Stock Incentive Plan No. 2
5.1 Opinion of Spectrum Law Group, LLP re: legality of shares
23.1 Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein)
23.2 Consent of Meyler & Company, LLC
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes to file during any
period in which offers or sales of the securities 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 or
any material change to such information set forth in the Registration Statement.
B. The undersigned registrant hereby undertakes that, for purposes
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.
C. The undersigned registrant hereby undertakes 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.
D. 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 (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.
E. 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
The Registrant
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 New York, State of New York, on June 6, 2006.
AMAZON BIOTECH, INC.
/s/ Mechael Kanovsky, Ph. D
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Mechael Kanovsky, Ph.D.
President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signatures Title Date
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Mechael Kanovsky President, Director June 6, 2006
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Mechael Kanovsky
/s/ Simcha Edell Chief Financial Officer, Director June 6, 2006
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Simcha Edell
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