As filed with the Securities and Exchange Commission on January 31, 2011
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
National Health Partners, Inc.
(Exact name of registrant as specified in its charter)
Indiana 04-3786176
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 Gibraltar Road, Suite 107
Horsham, Pennsylvania 19044
(Address of Principal Executive Offices and Zip Code)
National Health Partners, Inc. 2011 Employee and Consultant Stock Plan
(Full title of the plan)
David M. Daniels, President
120 Gibraltar Road, Suite 107
Horsham, Pennsylvania 19044
(Name and address of agent for service)
(215) 682-7114
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
David E. Wise, Esq.
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
Telephone: (210) 558-2858
Facsimile: (210) 579-1775
Email: wiselaw@gvtc.com
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the 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]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) per Share (2) Price Fee
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Common Stock 12,000,000 $.0175 $210,000 $24.38
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Total 12,000,000 $210,000 $24.38
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(1) An indeterminate number of additional shares of common stock shall be
issuable pursuant to Rule 416 to prevent dilution resulting from stock
splits, stock dividends or similar transactions and in such an event the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416 under the Securities Act.
(2) The price is calculated in accordance with Rule 457(c) and (h) under the
Securities Act of 1933, as amended ("Securities Act"), solely for the
purpose of calculating the registration fee. The registration fee is
calculated on the basis of the average of the closing bid and ask prices
for the Common Stock as quoted on Nasdaq's OTC Bulletin Board at the close
of trading on January 27, 2011.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed under the Securities Act
to register an aggregate of 12,000,000 shares of common stock of National Health
Partners, Inc. ("Company") which may be issued pursuant to the 2011 Employee and
Consultant Stock Plan ("2011 Stock Plan"). The Company's 2011 Stock Plan
authorizes the issuance of a maximum of 12,000,000 shares of our common stock to
eligible employees, directors, officers, advisors and consultants of the Company
or any of its subsidiaries. All of the shares issuable under the 2011 Stock Plan
are being registered under this Registration Statement on Form S-8.
The purpose of the 2011 Stock Plan is to reward employees, directors, officers,
advisors and consultants for their contributions toward the long term goals of
the Company and to enable and encourage such employees, directors, officers,
advisors and consultants to acquire shares as long term investments.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under
the Securities Act, and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide, without charge, to each person to whom a copy of the
Section 10(a) prospectus is delivered, upon oral or written request, a copy of
any or all documents incorporated by reference in Item 3 of Part II of this
registration statement (which documents are incorporated by reference in the
Section 10(a) prospectus). Requests should be directed to David M. Daniels,
President, National Health Partners, Inc., 120 Gibraltar Road, Suite 107,
Horsham, Pennsylvania 19044. The Company's telephone number is (215) 682-7114.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company incorporates herein by reference the following documents filed with
the Securities and Exchange Commission ("Commission"):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, filed with the Commission on March 31, 2010;
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2010, filed with the Commission on May 17, 2010;
3. The Company's Quarterly Report on Form 10-Q/A for the fiscal quarter
ended June 30, 2010, filed with the Commission on October 17, 2010;
4. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2010, filed with the Commission on November 15,
2010;
5. The Company's Definitive Schedule 14A filed with the Commission on
December 3, 2010; and
6. The Company's Current Reports on Form 8-K filed with the Commission on
April 8, 2010, and January 10, 2011.
In addition to the foregoing, all documents the Company subsequently files
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934 (except for portions of the Company's current reports furnished, as
opposed to filed, on Form 8-K), prior to the filing of a post-effective
amendment indicating that all of the securities offered pursuant to this
Registration Statement have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any subsequently filed document that is
also incorporated by reference in this Registration Statement 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.
ITEM 4. DESCRIPTION OF SECURITIES
The authorized capital stock consists of 250,000,000 shares of common stock, par
value $.001 per share ("Common Stock").
COMMON STOCK
Our authorized capital stock consists of 250,000,000 shares of common stock, par
value $.001 per share. Each share of Common Stock entitles its holder to one
non-cumulative vote per share and, the holders of more than fifty percent (50%)
of the shares voting for the election of directors can elect all the directors
if they choose to do so, and in such event the holders of the remaining shares
will not be able to elect a single director. Holders of shares of Common Stock
are entitled to receive such dividends, as the board of directors may, from time
to time, declare out of Company funds legally available for the payment of
dividends. Upon any liquidation, dissolution or winding up of the Company,
holders of shares of Common Stock are entitled to receive pro rata all of the
assets of the Company available for distribution to stockholders.
Stockholders do not have any pre-emptive rights to subscribe for or purchase any
stock, warrants or other securities of the Company. The Common Stock is not
convertible or redeemable. Neither the Company's Certificate of Incorporation
nor its By-Laws provide for pre-emptive rights.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
David E. Wise, Esq., special securities counsel, prepared this registration
statement and does not own any shares of the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Not applicable.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy and is, therefore, unenforceable.
See paragraph C. of Item 9 below.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 National Health Partners, Inc. 2011 Employee and Consultant Stock Plan
5.1 Opinion of David E. Wise, Esq.
23.1 Consent of David E. Wise, Esq. (included in Exhibit 5.1)
23.2 Consent of HJ & Associates, LLC, Independent Auditor
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ITEM 9. UNDERTAKINGS
(a) 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:
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to 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 the
registration statement.
PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to
the Commission 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 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 the 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.
(b) 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
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.
(c) 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 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
Pursuant to the requirements of the Securities Act, 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 Horsham, Pennsylvania on January 28, 2011.
National Health Partners, Inc.
/s/ David M. Daniels
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By: David M. Daniels
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
SIGNATURES
/s/ David M. Daniels /s/ David M. Daniels
- --------------------------------------------------- ---------------------------------------------------
By: David M. Daniels By: David M. Daniels
President, Chief Executive Officer and Director Chief Financial Officer
(Principal Executive Officer) (Principal Financial and Accounting Officer)
January 28, 2011 January 28, 2011
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 National Health Partners, Inc. 2011 Employee and Consultant Stock Plan
5.1 Opinion of David E. Wise, Esq.
23.1 Consent of David E. Wise, Esq. (included in Exhibit 5.1)
23.2 Consent of HJ & Associates, LLC, Independent Auditor