As filed with the Securities and Exchange Commission on January 22, 2008
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 (IRS Employer
incorporation 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, Interim 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
P (818) 789-0779 F (818) 234-0135
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
Title of securities Amount offering price aggregate Amount of
to be registered to be registered per share(1) offering price(2) registration fee
- ------------------- ---------------- -------------- ----------------- ----------------
Common Stock 605,391 shares $ 0.60 $ 363,234.60 $ 14.28
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 January 17, 2008, 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 $0.60 per share.
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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 Six hundred and five thousand three hundred and
ninety one (605,391) 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 two (2)
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 April 5, 2007;
2. The Company's quarterly report on Form 10-QSB for the period ended
March 31, 2007, filed with the Commission May 15, 2007;
3. The Company's latest quarterly report on Form 10-QSB for the period
ending June 30, 2007, filed with the Commission on August 14, 2007;
4. The Company's latest quarterly report on Form 10-QSB for the period
ending September 30, 2007, filed with the Commission on November 13, 2007, as
amended on Form 10-QSB/A filed with the Commission on November 26, 2007;
5. 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.
6. 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
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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 Forty Thousand (40,000) 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.
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10.9 Form of Consultant Stock Compensation Agreement with consultant Ms.
Frances Salixalba trading as White Willow Software Consultants
regarding the "Poker Winning Seats Version 2" software;
10.10 Form of Consultant Stock Compensation Agreement with consultant L.
Stephen Albright;
23.1 Consent of Mendoza Berger & Company, LLP, Independent Registered Public
Accounting Firm; and,
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.
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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 January 22, 2008.
Electronic Game Card, Inc.
A Delaware corporation, Registrant
By: /S/ LEE COLE
----------------------------------------
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 January 22, 2008
- ----------------------- (Principal Executive Officer)
LEE COLE
/S/ LINDEN J. BOYNE Chief Financial Officer, Secretary January 22, 2008
- ----------------------- and Director (Principal Financial
LINDEN J. BOYNE Officer)
/S/ GORDON McNALLY
- ----------------------- Director January 22, 2008
GORDON McNALLY
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