As filed with the Securities and Exchange Commission on January 15, 2003
File No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------------------------------------------------
AuGRID Corporation
(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)
Consulting Services Agreement with Todd Bauman
Consulting Agreement with Optima Ventures, Inc.
(Full Titles of the Agreements)
Mary F. Sloat-Horoszko
2275 East 55th Street
Cleveland, Ohio 44103
(216) 426-1589
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
James G. Smith, Esq.
Raice Paykin & Krieg, LLP
185 Madison Avenue, 10th Floor
New York, NY 10016
(212) 725-4423
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Price Aggregate
Title of Securities to Per Share* Offering Price* Amount of
to be Registered Be Registered Registration Fee
Common Stock 1,850,000 $.07 $ 129,500 $12
* 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 January 14, 2003.
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 parties to their respective Agreements 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 Corporation (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
September 30, 2002
(3) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002;
(4) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2002;
(5) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2001;
(6) 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
(7) 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 Raice Paykin & Krieg, LLP
23.1 Consent of Raice Paykin & Krieg, LLP (included in
Exhibit 5.1)
23.2 Consent of Henry L. Creel Co., Inc.
99.1 onsulting Services Agreement with Todd Bauman
C
99.2 Consulting Agreement with Optima Ventures, Inc.
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 January 9, 2003.
AuGRID Corporation
By: /s/ MJ SHAHEED
---------------
M. J. Shaheed, President
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 January 9, 2003.
Signatures Title Date
/s/ MJ SHAHEED Chairman of the Board, January 9, 2003
- -------------- President and Chief Executive
M. J. Shaheed Officer
/s/ MARY F.SLOAT-HOROSZKO Treasurer/Secretary January 9, 2003
- ------------------------- Director
Mary F. Sloat-Horoszko
/s/ ESSA MASHNI Director January 10, 2003
- ----------------------
Essa Mashni
/s/ CECIL WEATHERSPOON Director January 9, 2003
- ----------------------
Cecil Weatherspoon
/s/ EARLE B. HIGGINS Director January 9, 2003
- --------------------
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 Raice Paykin & Krieg, LLP
23.1 Consent of Raice Paykin & Krieg, LLP (included in
Exhibit 5.1)
23.2 Consent of Henry L. Creel Co., Inc.
99.1 Consulting Services Agreement with Todd Bauman
99.2 Consulting Agreement with Optima Ventures, Inc.