AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 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
GENETHERA, INC.
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(Exact name of Registrant as specified in its charter)
Florida 65-0622463
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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3930 Youngfield
Wheat Ridge, Colorado 80033
(Address of Principal Executive Offices, including ZIP Code)
2006 Non-Qualified Stock Compensation Plan
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(Full title of the plan)
(Name and address of agent for service)
Dennis H. Johnston, Esq.
9422 Canfield
La Habra, California 90631
(562) 694-5092
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount of Maximum Maximum Amount of
Title of Securities Shares Offering Aggregate Registration
to be Registered to be Registered Price Per Share Offering Price(1) Fee
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$.001 par value common stock 4,000,000 $.08(1) $320,000 $34.24
$.001 par value common stock
underlying stock options 2,000,000 $.08(1) $160,000 $17.12
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TOTALS 6,000,000 $480,000 $51.36
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(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, as amended, and is calculated on the basis of the
average of the high and low bid prices reported on the OTC Bulletin Board
as of July 31, 2006.
PROSPECTUS
GeneThera, Inc.
6,000,000 Shares of Common Stock
This prospectus relates to the offer and sale by GeneThera, Inc., a
Florida corporation, of 6,000,000 shares of its $.001 par value per share common
stock to employees, directors, officers, consultants, advisors and other persons
associated with GeneThera, Inc., pursuant to the 2006 Non-Qualified Stock
Compensation Plan (the "Stock Plan"). Pursuant to the Stock Plan, GeneThera,
Inc. is registering hereunder and then issuing, upon receipt of adequate
consideration therefore, 4,000,000 shares of common stock and 2,000,000 options
to purchase shares of common stock, for a total registration and issuance of
6,000,000 shares of common stock.
The common stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of GeneThera, Inc.
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. The
common stock is traded on the OTC Bulletin Board under the symbol "GTHA."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is July 31, 2006
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This prospectus is part of a registration statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this prospectus as to
the contents of any contract or other documents filed as an exhibit to either
the registration statement or other filings by GeneThera, Inc. with the
Commission are qualified in their entirety by reference thereto.
A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: GeneThera, Inc., 3930
Youngfield, Wheat Ridge, Colorado 80033. GeneThera, Inc.'s telephone number is:
(303) 463-6371.
GeneThera, Inc. is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Commission. These reports, as well as the
proxy statements and other information filed by GeneThera, Inc. under the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 100 F Street, N.W., Washington D.C. 20549-0405.
In addition, the Commission maintains a World Wide Website on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by GeneThera, Inc. This prospectus does not constitute an offer
or a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of GeneThera, Inc. since the date hereof.
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TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus...........................1
Item 1. The Plan Information..................................................1
Item 2. Registrant Information and Employee Plan Annual Information...........2
Information Required in the Registration Statement.............................3
Item 3. Incorporation of Documents by Reference...............................3
Item 4. Description of Securities.............................................3
Item 5. Interests of Named Experts and Counsel................................4
Item 6. Indemnification of Officers, Directors, Employees and Agents..........4
Item 7. Exemption from Registration Claimed...................................6
Item 8. Exhibits 6
Item 9. Undertakings..........................................................6
Signatures ....................................................................9
Exhibit Index ................................................................10
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. The Plan Information
The Company
GeneThera, Inc. has its principal executive offices at 3930 Youngfield,
Wheat Ridge, Colorado 80033. GeneThera, Inc.'s telephone number is (303)
463-6371.
Purpose
GeneThera, Inc. will issue common stock and award options to employees,
directors, officers, consultants, advisors and other persons associated with
GeneThera, Inc. pursuant to the Stock Plan, which has been approved by the Board
of Directors of GeneThera, Inc. The Stock Plan is intended to provide a method
whereby GeneThera, Inc. may be stimulated by the personal involvement of its
employees, directors, officers, consultants, advisors and other persons in
GeneThera, Inc.'s business and future prosperity, thereby advancing the
interests of GeneThera, Inc. and all of its shareholders. A copy of the Stock
Plan has been filed as an exhibit to this registration statement. Of the
4,000,000 shares of the common stock referenced in this Prospectus, 1,780,000
shares are being issued pursuant to consulting and professional retainer
agreements as follows: Dr. Hans George Huetter, attorney and consultant -
1,000,000 shares; Gary Rasmussen, consultant - 500,000 shares; Dennis Johnston,
Esq. - 210,000 shares; and Mark Shoemaker, Esq. - 70,000 shares.
Common Stock and Options
The Board has authorized the issuance of 4,000,000 shares of the common
stock and 2,000,000 options to purchase the common stock at the fair market
value thereof to certain of the above-mentioned persons upon effectiveness of
this registration statement.
No Restrictions on Transfer
Recipients of shares of common stock will become the record and beneficial
owner of the shares of common stock upon issuance and delivery and are entitled
to all of the rights of ownership, including the right to vote any shares
awarded and to receive ordinary cash dividends on the common stock. Recipients
of options will become the record and beneficial owner of said options and have
the right to exercise them at a price equal to the fair market value per share
of the underlying shares of common stock and receive such shares of common
stock.
1
Tax Treatment to the Recipients
The common stock and options are not qualified under Section 401(a) of the
Internal Revenue Code. A recipient, therefore, will be required for federal
income tax purposes to recognize compensation during the taxable year of
issuance unless the shares and options are subject to a substantial risk of
forfeiture. Accordingly, absent a specific contractual provision to the
contrary, the recipient will receive compensation taxable at ordinary rates
equal to the fair market value of the shares and the options on the date of
receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer. Each recipient is urged to consult his tax advisors on
this matter.
Tax Treatment to the Company
The amount of income recognized by a recipient hereunder in accordance
with the foregoing discussion will be a tax deductible expense by GeneThera,
Inc. for federal income tax purposes in the taxable year of GeneThera, Inc.
during which the recipient recognizes income.
Restrictions on Resale
In the event that an affiliate of GeneThera, Inc. acquires shares of
common stock or options hereunder, the affiliate will be subject to Section
16(b) of the Exchange Act. Further, in the event that any affiliate acquiring
shares hereunder has sold or sells any shares of common stock in the six months
preceding or following the receipt of shares hereunder, any so called "profit",
as computed under Section 16(b) of the Exchange Act, would be required to be
disgorged from the recipient to GeneThera, Inc. Services rendered have been
recognized as valid consideration for the "purchase" of shares in connection
with the "profit" computation under Section 16(b) of the Exchange Act.
GeneThera, Inc. has agreed that for the purpose of any "profit" computation
under Section 16(b), the price paid for the common stock issued to affiliates is
equal to the value of services rendered. Shares of common stock acquired
hereunder by persons other than affiliates are not subject to Section 16(b) of
the Exchange Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: GeneThera, Inc., 3930 Youngfield, Wheat Ridge, Colorado 80033. The
telephone number is (303) 463-6371.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by GeneThera, Inc., a Florida corporation (the "Company"),
are incorporated herein by reference:
a. The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2005, filed with the Securities and Exchange Commission
on April 17, 2006;
b. The Company's latest Quarterly Report on Form 10QSB for the quarter
ended March 31, 2006, filed with the Securities and Exchange
Commission on May 23, 2006;
c. The reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the fiscal year ended December 31, 2005; and
d. All other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which de-registers all
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 such documents. Any statement contained
herein or 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 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 shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Class of Securities being registered pursuant to the Plan are registered
securities under Section 12 of the Exchange Act.
3
Item 5. Interests of Named Experts and Counsel
The financial statements of GeneThera, Inc. are incorporated by reference
in this prospectus as of and for the year ended December 31, 2005, and have been
audited by Jaspers + Hall, PC., independent certified public accountants, as set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon the authority of said firm as experts in auditing and
accounting.
Dennis H. Johnston, Attorney at Law, has rendered an opinion on the
validity of the securities being registered. Mr. Johnston is not an affiliate of
GeneThera, Inc.
Item 6. Indemnification of Officers, Directors, Employees and Agents
Reference is hereby made to the provisions of the Florida Business
Corporation Act, which provides for indemnification of directors and officers
under certain circumstances. The Registrant's Articles of Incorporation and
Bylaws provide that the Company shall, to the fullest extent permitted by the
laws of the State of Florida, indemnify any director, officer, employee and
agent of the corporation against expenses incurred by such person by reason of
the fact that he serves or has served the corporation in such capacity.
Indemnification under the Company's Articles Bylaws is nonexclusive of any other
right such persons may have under statute, agreement, bylaw or action of the
Board of Directors or shareholders of the corporation.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling GeneThera,
Inc. pursuant to the foregoing provisions, GeneThera has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of the Regulation S-K and are
specifically incorporated herein by reference:
Exhibit No. Title
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5.1 Legal opinion of Dennis H. Johnston, Esq.
10.1 2006 Non-Qualified Stock Compensation Plan
23.1 Consent of Dennis H. Johnston, Esq.
23.2 Consent of Jaspers + Hall, PC.
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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:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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, represents a fundamental change in the
information set forth in the registration statement;
(iii) include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability pursuant to 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 offered 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) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide
such interim financial information.
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(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of registrant pursuant to the foregoing
provisions, or otherwise, registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as 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 registrant of expenses incurred or paid by a director,
officer or controlling person of 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, 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 is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) 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.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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 Wheat Ridge, Colorado, on July 31, 2006.
GeneThera, Inc.
(Registrant)
/s/ Antonio Milici
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Antonio Milici
President & CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Morton Reed as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, with exhibits thereto and
other documents in connection herewith, 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 to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her 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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Principal Executive Officer:
/s/Antonio Milici President, CEO and Director July 31, 2006
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Antonio Milici
Principal Financial Officer and
Principal Accounting Officer:
/s/ Tannya L. Irizarry Chief Financial Officer (Interim) July 31, 2006
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Tannya L. Irizarry
Additional Directors:
/s/ Thomas G. Slaga Director July 31, 2006
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Thomas G. Slaga
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wheat
Ridge, State of Colorado, on July 31, 2006.
GENETHERA, INC.
Consultant and Employee Stock Compensation Plan
By: /s/ Antonio Milici
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Antonio Milici, President
INDEX TO EXHIBITS
Exhibit No. Title
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5.1 Legal opinion of Dennis H. Johnston, Esq.
10.1 2006 Non-Qualified Stock Compensation Plan
23.1 Consent of Dennis H. Johnston, Esq.
23.2 Consent of Jaspers + Hall, PC.
8