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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FUSA CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 7370 51-0520296
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(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
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2005 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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JENIFER OSTERWALDER
CHIEF EXECUTIVE OFFICER
1420 FIFTH AVENUE, 22ND FLOOR
SEATTLE, WA 89101
COPY TO:
JONATHAN DARIYANANI, ESQ.
1329 CLAY STREET, SUITE 3
SAN FRANCISCO, CALIFORNIA 94109
TELEPHONE: (415) 699-7121
FACSIMILE: (415) 358-5548
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FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
(Approximate Date of Commencement of Proposed Sale to the Public)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering
Registration
Securities to be Registered Registered (1) per Share Price Fee
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Common stock, par value $.01 per share: 1,500,000 $2.80 (2) $4,200,000 (2) $494
shares authorized and reserved for issuance
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(1) Pursuant to Rule 416, the registration statement also covers such
indeterminate additional shares of common stock as may become issuable as a
result of any future anti-dilution adjustment in accordance with the terms
of the 2005 Stock Option Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) and (c) under the Securities Act of 1933 on the
basis of the average of the high and low prices reported for shares of
common stock of the Registrant on the OTC Bulletin Board on April 19, 2005.
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EXPLANATORY NOTES
FUSA Capital Corporation has prepared this registration statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register shares of our common stock,
$0.0001 par value per share, issuable under our 2005 Stock Option Plan (the
"Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
We will provide documents containing the information specified in Part 1 of
Form S-8 to employees as specified by Rule 428(b)(1) under the Securities Act.
Pursuant to the instructions to Form S-8, we are not required to file these
documents either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by FUSA Capital Corporation (the
"Registrant") with the Commission are incorporated by reference in this
registration statement on Form S-8 (the "Registration Statement"):
(1) Our Annual Report for the period ended December 30, 2004 on Form 10-K
filed March 31, 2005;
(2) Our Current Report on Form 8-K, filed April 19, 2005;
(3) Our Current Report on Form 8-K, filed April 12, 2005.
(4) The description of our common stock contained in our Registration
Statement on Form 10, filed May 01, 2003 pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended.;
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the respective dates of filing of
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 hereof or of the related prospectus to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Registrant provides that it
shall indemnify to the fullest extent permitted by Nevada Corporate Law, any
person whom it may indemnify thereunder, including the directors, officers,
employees and agents of the Registrant. In addition, the Registrant's
Certificate of Incorporation eliminates, to the extent permitted by Nevada
Corporate Law, personal liability of directors to the Registrant and its
stockholders for monetary damages for breach of fiduciary duty.
The registrant has not entered into any indemnification agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 FUSA Capital Corporation 2005 Stock Option Plan, previously filed as
Exhibit 99.1 to the Company's Form 8-K filed April 19, 2005.
5 Opinion of Jonathan Dariyanani, Esq.
23.1 Consent of Braverman PC, Independent Registered Public Accounting
Firm.
23.2 Consent of Jonathan Dariyanani, Esq.(contained in
Exhibit 5).
24 Powers of Attorney (included on the signature page of the initial filing of
this Registration Statement).
ITEM 9. UNDERTAKINGS
A. 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.
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 a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective 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)(i) and (a)(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 by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein
(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
herein, 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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 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 this
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
of 1933 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 Securities Act of 1933 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 a 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 of 1933 and will
be governed by the final adjudication of such issue.
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, thereunto duly
authorized, in Vancouver, British Columbia, Canada on the 20th day of April,
2005.
FUSA CAPITAL CORPORATION
By: /s/ Jenifer Osterwalder
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Name: Jenifer Osterwalder
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jenifer Osterwalder as his true and lawful
attorney-in-fact, each acting alone, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments
to this registration statement, and any related registration statement filed
pursuant to Rule 462(b) of the Act and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact or
their substitutes, each acting along, 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 below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Jenifer Osterwalder Chief Executive Officer April 20, 2005
- ------------------ (Principal Executive
Jenifer Osterwalder Officer), Principal
Accounting Officer and
Director)
/s/ Alexander Khersonski Director April 20, 2005
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Alexander Khersonski
/s/ Stephen Craig Pollard Director April 20, 2005
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Stephen Craig Pollard