UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Moller International, Inc.
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California 68-0006075
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1222 Research Park Drive, Davis, CA 95618
(530) 756-5086
(Exact name of issuer as specified in its charter)
2009 Moller International Inc., Stock, Option and Restricted Stock Benefit Plan
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(Full title of the Plan)
Paul S. Moller
1222 Research Park Drive
Davis, CA 95618
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Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Titles of securities Amount to be Offering price per aggregate offering Amount of
to be registered registered(1)(2) share price registration fee(3)
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Common Stock, (no par 7,500,000 $0.19 $1,425,000 $56.00
value)
(1) Represents the maximum number of shares that may be issued under the
above-named Benefit Plan, including shares issued pursuant to the exercise
of options issued under the Plan.
(2) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable 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 the Registrant's outstanding shares
of Common Stock.
(3) Pursuant to sections 6(b), 13(e), or 14(g) of the Securities Act of 1933
the fee is $39.30 per $1,000,000 (prorated for amounts less than
$1,000,000). It is calculated by multiplying the aggregate offering amount
by .00003930.
Documents Incorporated by Reference [X] Yes [ ] No
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended June 30, 2008
and filed pursuant to Section 15(d) of the 1934 Act.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended December
31, 2008 and filed pursuant to Section 15(d) of the 1934 Act;
(c) The Company's Registration Statement on Form 10-SB12G filed September 21,
2001 and last amended August 14, 2002;
(d) The description of our common stock, $.0001 par value, from our Registration
Statement on Form 10-SB12G;
(e) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after
today's date and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in this registration
statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Our Articles of Incorporation and bylaws contain provisions permitted by the
California Corporations Code that limit the liability of directors and executive
officers in certain instances, and permit the company to indemnify such
directors and officers against liabilities arising out of their service in such
capacities. Such limitation does not affect liability for any breach of a
director's duty to us or to our stockholders that involves intentional
misconduct, fraud or a knowing violation of law. We are permitted to enter into
a formal indemnification agreement with each director and executive officer, but
to date have not done so.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have 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 us of expenses incurred or
paid by a director, officer or controlling person of us 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, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
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4.1 Moller International, Inc. 2009 Stock, Option and Restricted Stock
Benefit Plan
5.1 Consent and Opinion of Craig L. Christensen, Attorney at Law
23.1 Consent of Malone & Bailey, PC
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:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933.
(b) 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; and
(c) 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 (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraphs is contained in
periodic reports filed by us pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 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.
(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) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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.
(5) 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
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B 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.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.
(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
SIGNATURES
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, there unto duly
authorized, in the City of Davis, State of California on February 26, 2009.
MOLLER INTERNATIONAL, INC.
By:
Each person whose signature appears below hereby constitutes and appoints Paul
S. Moller his true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for the undersigned and in the name of the
undersigned, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, 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 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 attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Date
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/s/ Paul S. Moller February 26, 2009
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President, CEO, Acting Chief
Financial Officer and Director
/s/ W. Faulkner White February 26, 2009
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Director
/s/ Jim Toreson February 26, 2009
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Director
/s/ Mike Shanley February 26, 2009
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Director
/s/ Stephen P. Smith February 26, 2009
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Director