Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEALTHRENU MEDICAL, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 84-1022287
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(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
307 SOUTH FRIENDSWOOD DRIVE, SUITE E-1, FRIENDSWOOD, TX 77546
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
STOCK ISSUANCE PURSUANT TO
2003 CONSULTING AGREEMENTS PLAN
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(FULL TITLE OF THE PLAN)
COPY TO:
RANDY MULLINS DAVID M. LOEV, ATTORNEY AT LAW
HEALTHRENU MEDICAL, INC. 2777 ALLEN PARKWAY
307 SOUTH FRIENDSWOOD DRIVE, SUITE E-1 SUITE 1000
FRIENDSWOOD, TEXAS 77546 HOUSTON, TEXAS 77019
(888) 583-3356 (713) 524-4110
NAME, ADDRESS AND TELEPHONE
(NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN: FROM TIME TO TIME
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER MAXIMUM REGISTRATION
SHARE (1) AGGREGATE FEE
OFFERING PRICE
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Common Stock, $.001 par value 2,975,000 $ 2.50 $7,437,500 $ 601.70
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<FN>
(1) Calculated in accordance with Rule 457(c) solely for the purpose of determining the
registration fee. The offering price is based on the last sale price as reported on the
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Item 1 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Item 2 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement and are made a part hereof:
(a) The Company's Annual Report on Form 10-KSB filed on January 14, 2003, for
the fiscal year ended September 30, 2002, which includes audited financial
statements as of and for the year ended September 30, 2002.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Annual Report referred
to in Item 3(a) above.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of filing this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement 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 in this 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 herein by reference shall be deemed to be modified or superceded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
COMMON STOCK
GENERAL. The Company is authorized to issue 50,000,000 shares of Common
Stock, $.001 par value per share.
The holders of the Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors, out of funds legally available
therefor. In the event of liquidation, dissolution or winding up of the
Company, the holders of the Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities
and after provision has been made for each class of stock, if any, having
preference over the Common Stock. The holders of the Common Stock as such have
no conversion, sinking fund, cumulative, preemptive or other subscription rights
and there are no redemption provisions applicable to the Common Stock.
VOTING RIGHTS. The holders of the Common Stock are entitled to one vote
for each share held of record on all matters to be voted on by stockholders.
There is no cumulative voting with respect to the election of directors, with
the results that the holders of shares having more than fifty percent (50%) of
the votes for the election of directors can elect all of the directors.
DIVIDEND POLICY. To date, the Company has not paid any dividends on its
Common Stock. The payment of dividends, if any, in the future is within the
discretion of the Board of Directors and will depend upon the Company's
earnings, its capital requirements and financial condition and other relevant
factors. The Board does not intend to declare any dividends in the foreseeable
future, but instead intends to retain all earnings, if any, for use in the
Company's business operations.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Legal counsel for the Registrant is the owner of 200,000 shares of
free-trading common stock in connection with this S-8 registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as amended, eliminate the personal
liability of directors and officers to the Company for monetary damages for
breach of fiduciary duty to the extent permitted by Nevada law. The Company's
Bylaws provide that the Company shall have the power to indemnify its officers
and directors to the extent permitted by Nevada law. Nevada law authorizes a
corporation to indemnify directors, officers, employees or agents of the
corporation in non-derivative suits if such party acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, as determined in
accordance with Nevada law.
The provisions affecting personal liability do not abrogate a director's
fiduciary duty to the Company and its shareholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do not,
however, eliminate or limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing the illegal payment of a dividend or repurchase of stock, for
obtaining an improper personal benefit, for breaching a director's duty of
loyalty, which is generally described as the duty not to engage in any
transaction which involves a conflict between the interest of the Company and
those of the director, or for violations of the federal securities laws.
The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require a showing of good faith where the director or officer has been wholly
successful on the merits in defense of any action, suit or proceeding for which
the director or officer may be indemnified. Moreover, they do not provide
indemnification for liability arising out of willful misconduct, fraud, or
dishonesty, for "short-swing" profits violations under the federal securities
laws, for the receipt of illegal remuneration or if the director received a
benefit in money, property or services to which the director is not legally
entitled. The provisions also do not provide indemnification for any liability
to the extent such liability is covered by insurance.
The provisions also limit or indemnify against liability resulting from
grossly negligent decisions including grossly negligent business decisions
relating to attempts to change control of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion and consent of David M. Loev, Attorney at Law re: the
legality of the shares being registered
10.1 Consulting Services Agreement with Rob Prokos
10.2 Consulting Services Agreement with Greg Lemon
10.3 Consulting Services Agreement with David M. Loev
10.4 Consulting Services Agreement with Michael Mcclere
10.5 Consulting Services Agreement with Hannah M. Loev
23.1 Consent of David M. Loev, Attorney at Law (included in Exhibit
5.1)
23.2 Consent of Brimmer, Burek & Keelan, LLP
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sells are being made, a
post-effective amendment to this registration statement to reflect any
facts or events arising after the effective date of this 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 this Registration Statement contained in
periodic reports filed with or furnished to the Commission by the
Company pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement and 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.
(2) That, for the purpose of determining liability under the Securities
Act of 1933, each post-effective amendment shall be treated as a new
registration statement of the securities offered, and the offering of
the securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities being registered that remain unsold at the end 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
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 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.
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 the City of Friendswood, Texas on the 26th day of November,
2003.
HEALTHRENU MEDICAL, INC.
BY: /s/ Randy Mullins
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Randy Mullins, 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 date indicated.
SIGNATURES TITLE DATE
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/s/ Darrell Good President November 26, 2003
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Darrell Good
/s/ Randy Mullins Chief Executive Officer and November 26, 2003
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Randy Mullins Accounting Officer