As filed with the Securities and Exchange Commission on August 5, 2002
File No. 333-________
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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Augrid of Nevada, Inc.
(Exact Name of Issuer as Specified in its Charter)
Nevada 88-0219656
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2275 East 55th Street
Cleveland, Ohio 44103
(216) 426-1589
(Address, including zip code, and telephone number
of Principal Executive Offices)
AuGRID of Nevada, Inc. 2002 Long-Term Incentive Plan
(Full Title of the Plan)
Mary F. Sloat-Horoszko Copies to:
2275 East 55th Street James G. Smith, Esq.
Cleveland, Ohio 44103 75 Maiden Lane, 3rd Floor
(216) 426-1589 New York, NY 10038
(212) 402-7820
(Name, address, including zip
code, and telephone number,
including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share* Offering Price* Registration Fee
Common Stock 750,000 $0.175 $ 131,250 $12.08
* Determined in accordance with Rule 457(h), the registration fee
calculation is based on the average of the high and low prices of the
Company's Common Stock reported on the National Association of Securities
Dealers Over-the-Counter Bulletin Board on July 31, 2002.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1 Plan Information.
The documents constituting Part I of this Registration Statement will be
sent or given to participants in the Plan as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended.
Item 2 Registrant Information.
Upon written or oral request, AuGRID of Nevada, Inc. (the "Company") will
provide, without charge, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. The documents are incorporated by
reference in the Section 10(a) prospectus. The Company will also provide,
without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b). Requests for the above mentioned
information should be directed to Mary F. Sloat-Horoszko at the address on the
cover of this Registration Statement.
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference.
The following documents have been filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are deemed to be a
part hereof from the date of the filing of such documents:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001;
(2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2002;
(3) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2001;
(4) The description of Common Stock contained in the Company's
Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating
such description; and
(5) All other documents subsequently filed by the Company pursuant to
Section 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
that indicates that all securities offered have been sold or that
deregisters all securities that remain unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
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 herein by reference 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. Not Applicable.
Item 5 Interests of Named Experts and Counsel. Not Applicable.
Item 6 Indemnification of Directors and Officers.
Nevada law provides that a director or an officer of a corporation will not
be personally liable to the corporation or its stockholders for any damages as a
result of any act or failure to act in his capacity as a director or officer
unless it is proven that (i) his act or failure to act constituted a breach of
his fiduciary duties as a director or officer, and (ii) his breach of those
duties involved intentional misconduct, fraud or a knowing violation of law.
This limitation of liability does not apply to liabilities arising under federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission.
Nevada law provides that a corporation may indemnify its directors and
officers, as well as other employees and individuals, against attorneys' fees
and other expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person was or is a party
or is threatened to be made a party by reason of such person being or having
been a director, officer, employee or agent of the corporation, provided such
person acted in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation. However,
indemnification is not available to such person if (i) his act or failure to act
constituted a breach of his fiduciary duties as a director or officer, and (ii)
his breach of those duties involved intentional misconduct, fraud or a knowing
violation of law.
The Nevada General Corporation Law provides that the foregoing provisions
are not exclusive of other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
The Company's bylaws provide that the Company is required to indemnify each
director, officer and employee against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with any
proceeding to which he may be made a party, or in which he may become involved,
by reason of being or having been a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another entity, whether or not he is a director,
officer, employee or agent at the time such expenses are incurred, unless he is
adjudged guilty of willful misfeasance or malfeasance in the performance of his
duties. In the event of a settlement, the Company will indemnify him only when
the Board of Directors approves such settlement and reimbursement as being for
the best interests of the Company.
The Company's bylaws also permit the Company to obtain insurance on behalf
of any director or officer for any liability arising out of his or her actions
in a representative capacity.
Item 7 Exemption from Registration Claimed. Not Applicable.
Item 8 Exhibits.
Exhibit Number Description
3.1 Articles of Incorporation of the Company filed
with the Nevada Secretary of State on August 4,
1995 and incorporated by reference to Exhibit
3(i) to the Company's Form 10-QSB, filed with
the Commission on June 13, 2001.
3.2 Certificate of Amendment of Articles of
Incorporation of the Company filed with the
Nevada Secretary of State on March 18, 1998 and
incorporated by reference to Exhibit 3(ii) to
the Company's Form 10-QSB, filed with the
Commission on June 13, 2001.
3.3 By-Laws of the Company adopted August 4, 1995
and incorporated by reference to Exhibit 3 to
the Company's Form 10-SB, filed with the
Commission on December 27, 1999.
5.1 Opinion of James G. Smith, Esq.
23.1 Consent of James G. Smith, Esq. (included in
Exhibit 5.1)
23.2 Consent of Henry L. Creel Co., Inc.
24.1 Power of Attorney (included on signature page)
99.1 AuGRID of Nevada, Inc. 2002 Long-Term Incentive
Plan
Item 9 Undertakings.
1. The undersigned registrant hereby undertakes:
(a) 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;
(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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(b) That, for the purpose 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.
(c) 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.
2. 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.
3. Insofar as 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Cleveland, State of Ohio, on July 24, 2002.
AuGRID of Nevada, Inc.
By: /s/ M.J. SHAHEED
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M. J. Shaheed, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints M. J. Shaheed and Mary F. Sloat-Horoszko, and
each of them (with full power in each to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes, may lawfully 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 indicated
as of July 24, 2002.
Signatures Title Date
Chairman of the Board, July 24, 2002
/s/ M.J. SHAHEED President
- ---------------- (Principal Executive
M. J. Shaheed Officer)
/s/ MARY F. SLOAT-HOROSZKO Senior Vice President of July 24, 2002
- -------------------------- Finance and Administration
Mary F. Sloat-Horoszko (Principal Financial and
Accounting Officer)
/s/ CECIL WEATHERSPOON Director July 24, 2002
- ----------------------
Cecil Weatherspoon
/s/ ESSA MASHNI Director July 24, 2002
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Essa Mashni
/s/ EARLE B. HIGGINS Director July 24, 2002
- --------------------
Earle B. Higgins
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
3.1 Articles of Incorporation of the Company filed
with the Nevada Secretary of State on August 4,
1995 and incorporated by reference to Exhibit
3(i) to the Company's Form 10-QSB, filed with
the Commission on June 13, 2001.
3.2 Certificate of Amendment of Articles of
Incorporation of the Company filed with the
Nevada Secretary of State on March 18, 1998 and
incorporated by reference to Exhibit 3(ii) to
the Company's Form 10-QSB, filed with the
Commission on June 13, 2001.
3.3 By-Laws of the Company adopted August 4, 1995
and incorporated by reference to Exhibit 3 to
the Company's Form 10-SB, filed with the
Commission on December 27, 1999.
5.1 Opinion of James G. Smith, Esq.
23.1 Consent of James G. Smith, Esq. (included in
Exhibit 5.1)
23.2 Consent of Henry L. Creel Co., Inc.
24.1 Power of Attorney (included on signature page)
99.1 AuGRID of Nevada, Inc. 2002 Long-Term Incentive
Plan