AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELECTRONIC GAME CARD, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 87-0624752
(STATE OR JURISDICTION OF INCORPORATION (IRS EMPLOYER OR ORGANIZATION)
IDENTIFICATION NO.)
712 FIFTH AVENUE, 19TH FLOOR
NEW YORK, NEW YORK 10019-4108
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
2007 CONSULTANTS STOCK COMPENSATION AGREEMENTS
(FULL TITLE OF THE PLAN)
LEE COLE, CHIEF EXECUTIVE OFFICER
712 FIFTH AVENUE, 19TH FLOOR
NEW YORK, NEW YORK 10019-4108
(646) 723-8936
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
--------
COPIES OF COMMUNICATIONS TO:
L. STEPHEN ALBRIGHT, ESQ.
ALBRIGHT & BLUM, P.C.
17337 VENTURA BOULEVARD, SUITE 208
ENCINO, CA 91317
(818) 789-0779
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED TO BE REGISTERED PER SHARE(1) OFFERING PRICE(2) FEE
- ------------------------------------------------------------------------------------------------
Common Stock 1,433,928 shares $ 0.32 $458,857 $14.09
par value $0.001
- -----------------------------------------------------------------------------------------------
(1) These shares are issuable as compensation pursuant to the
Employee-Consultant Stock Compensation Plan adopted by Issuer on March 1, 2007.
(2) The average bid and asked price as of July 13, 2007, pursuant to
Rule 457(c) under the Securities Act of 1933, as amended, used solely for the
purpose of calculating the amount of the registration fee, which was $0.32.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
INTRODUCTION
This Registration Statement on Form S-8 is filed by Electronic Game Card,
Inc., a Delaware corporation (hereinafter "Company" or "Registrant") with regard
to the registration of One Million Four Hundred Thirty Three Thousand Nine
Hundred Twenty Eight (1,433,928) shares of its common stock, $.001 par value,
which are issuable to eligible employees and consultants of Registrant under the
2007 Consultant Stock Compensation Agreements (the "Plan"). The Plan is limited
to the issuance of shares pursuant to "Consulting Agreements" with three (3)
consultants/service providers.
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*In accordance with Instructional Note to Part I of Form S-8, the
information specified by Part I of a Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of common stock issued pursuant to
the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of Company, previously filed with the Securities and
Exchange Commission, are incorporated herein by reference:
1. The Company's latest annual report on Form 10-KSB for the period ending
December 31, 2006, filed with the Commission on May 15, 2007;
2. The Company's Form 10-QSB for the period ended March 31, 2007, filed
with the Commission May 15, 2007;
3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
above reference to the Company's Annual report.
4. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of The Securities Exchange Act of 1934 after the date of this
Registration Statement, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference 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.
The securities to be registered and offered are the shares of Registrant's
common stock, par value $.001, which is registered under Section 12 of the
Securities Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
While neither Albright & Blum, P.C., who is issuing the legal opinion
regarding this Registration, nor the Company's independent registered public
accounting firm, Mendoza Berger & Company, LLP, Irvine, California, have any
interests in the Company's common stock, Mr. L. Stephen Albright, Esq., a
principal of Albright & Blum, P.C., is receiving Sixty-Two Thousand Five Hundred
(62,500) shares of stock pursuant to his consulting and services agreement with
the Company, the aggregate value of which is less than Fifty Thousand Dollars
($50,000). Further, the shares issued to Mr. Albright are not contingent upon
the issuance of the opinion letter provided herein.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes us to
indemnify any director or officer under prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceedings, whether civil, criminal, administrative or investigative, to which
such person is a party by reason of being one of our directors or officers if it
is determined that the person acted in accordance with the applicable standard
of conduct set forth in such statutory provisions.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Registrant 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 such Act and is,
therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed or incorporated by reference as part of
this Registration Statement:
5.1 Opinion of L. Stephen Albright of Albright & Blum, P.C.
10.1 Form of Consultant Stock Compensation Agreement with consultant D. A.
Smith
10.2 Form of Consultant Stock Compensation Agreement with consultant Y.
Zapulla
10.3 Form of Consultant Stock Compensation Agreement with consultant L.
Stephen Albright
23.1 Consent of Mendoza Berger & Company, LLP, Independent Registered Public
Accounting Firm
23.2 Consent of L. Stephen Albright of Albright & Blum, P.C. (included in
Exhibit 5.1)
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which it offers or sells securities,
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 which,
individually or together, represent a fundamental change in the information 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 the volume and price represent no
more than a 20% 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 additional or changed material information on the
plan of distribution.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required in a post-effective amendment by those paragraphs
is incorporated by reference from periodic reports filed by the Registrant under
the Exchange Act.
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bonafide 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 of 1933, 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, as amended 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 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 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 New York, New York, on July 16, 2007.
Electronic Game Card, Inc.
A Delaware corporation, Registrant
By: /S/ LEE COLE
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LEE COLE, Acting Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ LEE COLE Acting Chief Executive Officer
- -------------------- and Director (Principal
LEE COLE Executive Officer) July 16, 2007
/S/ LINDEN J. BOYNE Chief Financial Officer,
- -------------------- Secretary and Director
LINDEN J. BOYNE (Principal Financial Officer) July 16, 2007
/S/ GORDON MCNALLY Director July 16, 2007
- --------------------
GORDON McNALLY