SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CALIFORNIA CLEAN AIR, INC.
(Exact name of registrant as specified in its charter)
Nevada 75-3090496
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3790 Via de la Valle, Suite 103, Del Mar, California 92014
(Address of Principal Executive Offices) (Zip Code)
2004 Consultants Compensation Plan
Robert McNeely
702 Stafford Way
Carson City, NV 89701
(Name, address, and telephone number of agent for service)
Copies to:
Robert C. Laskowski, Esq.
520 SW Yamhill, Suite 600
Portland, Oregon 97204-1329
(503) 241-0780
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum Amount of
Title of securities Amount to maximum offering aggregate offering registration
to be registered be registered price per share price fee
(1) (2) (2) (3)
Common Stock,
par value $0.001 400,000 $ 1.00 $ 400,000 $ 50.68
per share shares
(1) This filing registers 400,000 shares of registrant's common stock, par value
$0.001 per share (the "Common Stock"), reserved for issuance pursuant to the
registrant's 2004 Consultants Compensation Plan for consulting and advisory
services provided or to be provided to the Company.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with the Securities Act of 1933, as amended.
(3) Calculated in accordance with Section 6(b) of the Securities Act of 1933, as
amended (the "Act"), and Securities and Exchange Commission ("SEC") Rule 457(h)
promulgated under the Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I is permitted to be omitted.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents filed by Company with the SEC are incorporated
by reference in this registration statement:
(a) Company's annual report on Form 10-KSB for year ended December
31, 2003, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the year covered by the
annual report referred to in (a) above, specifically the
quarterly report on Form 10Q-SB for the quarter ended June 30,
2004;
(c) The Company's registration statement on Form SB-2/A No. 4
filed July 29, 2004 and the Company's post-effective
registration statement on Form SB-2 filed August 9, 2004.
All documents filed by the Company subsequent to those listed in Item
3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In addition to any rights of indemnification that may be granted to
directors and officers under the Nevada Business Corporation Code, as amended,
Company's Bylaws (the "Bylaws") grant Company broad powers to indemnify
directors and officers against liabilities that they may incur in such
capacities.
The Bylaws require the indemnification of an officer or director made
or threatened to be made a party to a proceeding because such person is or was
an officer or director of Company against certain liabilities and expenses if:
(i) the officer or director acted in good faith; (ii) the officer or director
reasonably believed the actions were in or not opposed to Company's best
interest; and (iii) in the case of a criminal proceeding, the officer or
director had no reasonable cause to believe that the conduct was unlawful. In
the case of any proceeding by or in the right of Company, an officer or director
is entitled to indemnification to the fullest extent permitted by law if the
officer or director acted in good faith and in a manner the officer or director
reasonably believed was in or not opposed to Company's best interest.
An officer or director is generally not entitled to indemnification:
(i) in connection with any proceeding charging improper personal benefit to the
officer or director in which the officer or director is adjudged liable on the
basis that personal benefit was improperly received; or (ii) in connection with
any proceeding initiated by such person against Company, its directors,
officers, employees, or other agents.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The exhibits listed in the index to exhibits, which appears on page 7
hereof, are filed as part of this registration statement.
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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:
(a) To include any prospectus required by
section 10(a)(3) of the Act;
(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 thereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(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 A(1)(a) and
A(1)(b) 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 registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange 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.
C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers, and controlling persons of the
registrant pursuant to the above-referenced provisions, or
otherwise, the registrant has been advised that in the opinion of
the SEC 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
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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.
SIGNATURES
Pursuant to the requirements of the Act, as amended, 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 Del Mar, California, on August 17, 2004.
CALIFORNIA CLEAN AIR, INC.
By: /s/STEPHEN D. WILSON
---------------------
Stephen D. Wilson
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Stephen D. Wilson his or her true and
lawful attor ney-in-fact and agent, with full power of substitution for him or
her in any and all capacities, to sign any and all amendments or post-effective
amendments to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC,
granting unto each such attorney and agent full power and authority to do any
and all acts and things necessary or advisable in connection with such matters,
and hereby ratifying and confirming all that each such attorney and agent, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the date(s)
indicated:
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Principal Executive Officer: Date:
/s/STEPHEN D. WILSON August 17, 2004
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Stephen D. Wilson
President
Principal Financial Officer:
/s/STEPHEN D. WILSON August 17, 2004
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Stephen D.Wilson
Chief Financial Officer
Directors:
/s/STEPHEN D. WILSON August 17 , 2004
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Stephen D.Wilson
Director
/s/ WILLIAM LEONARD August 17, 2004
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William Leonard
Director
/s/ DEWITT H. MONTGOMERY III August 17, 2004
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Dewitt H. Montgomery III
Director
/s/ MICHAEL G. CONNER August 17, 2004
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Michael G. Conner
Director
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INDEX TO EXHIBITS
Exhibit Number (1) Exhibit Page
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4.2 Bylaws *
(relevant portions only)
5.1 Opinion of Robert C. Laskowski, Esq. 8
(regarding legality)
23.1 Consent of Robert C. Laskowski, Esq. 8
(included in Exhibit 5.1)
23.2 Consent of Armando C. Ibarra, CPA 9
24.1 Power of Attorney 5
(see page 5 of this registration statement)
* Incorporated by reference.
(1) Other exhibits listed in Item 601 of SEC Regulation S-B are not
applicable.
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