As filed with the Securities and Exchange Commission on March 11, 2004
Registration No. 333-________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NeWave, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Utah 87-052057
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(State of Incorporation) (I.R.S. Employer ID No.)
404 East 1st Street, Suite 1345, Long Beach California 90802
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(Address of principal executive offices)
Consulting Plans
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(Full title of the Plan)
Michael Hill
Chief Executive Officer
NeWave, Inc.
404 East 1st Street, Suite 1345,
Long Beach California 90802
(805) 964-9202
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(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price Registration Fee
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Common Stock 30,000 $3.49 $104,700 $13.19
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<FN>
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Act"),
this registration statement shall be deemed to cover additional securities that
may be offered or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
prices of the common stock of the Registrant as traded in the over-the
counter market and reported on the OTC Electronic Bulletin Board of the
National Association of Securities Dealers on March 9, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS.
ITEM 1. PLAN INFORMATION
Pursuant to the Note to Part I of the Form S-8, the information required by
Part I is not filed with the Securities and Exchange Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will provide without charge to each person to whom a copy of a
Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
NeWave, Inc., 404 East 1st Street, Suite 1345, Long Beach California
90802.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002, as amended, filed pursuant to Section 13(c) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by Registrant pursuant to Section 13(c) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Form
10-KSB referred to in (a) above.
(d) All documents filed by the Registrant pursuant to Section 13 (a)
and 15 (d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of 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 in this registration statement by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in this registration statement, in a supplement to this registration statement
or in a document 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 subsequently filed supplement to
this registration statement or in any document that is subsequently incorporated
by reference herein modifies or supersedes such statement. Any 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 Registrant is authorized to issue 100 million shares of common stock,
$0.001 par value, and 10 million shares of preferred stock, $0.001 par value.
Voting Rights. Holders of shares of common stock are entitled to one
vote a share on all matters submitted to a vote of the shareholders. Shares
of common stock do not have cumulative voting rights, which means that the
holders of a majority of the shareholder votes eligible to vote and voting
for the election of the board of directors can elect all members of the
board of directors.
Dividend Rights. Holders of record of shares of common stock are
entitled to receive dividends when and if declared by the board of directors
out of funds of the company legally available therefore.
Liquidation Rights. Upon any liquidation, dissolution or winding up of
the company, holders of shares of common stock are entitled to receive pro
rata all of the assets of the company available for distribution to
shareholders after distributions are made to the holders of the company's
preferred stock.
Preemptive Rights. Holders of common stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of the company.
Dissenters' Rights. Under current Utah law, a shareholder is afforded
dissenters' rights which, if properly exercised, may require the company to
purchase his shares. Dissenters' rights commonly arise in extraordinary
transactions such as
* mergers,
* consolidations,
* reorganizations,
* substantial asset sales,
* liquidating distributions, and
* certain amendments to the Registrant's certificate of incorporation.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
No expert or counsel will receive a direct or indirect interest in the small
business issuer or was a promoter, underwriter, voting trustee, director or
officer or employee of registrant. Nor does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Registrant's Articles of Incorporation contains the following
provision with respect to liability of directors and officers:
"The Corporation authorizes indemnification of its directors and officers and
advancement of expenses, to the extent set forth respectively in Sections 902
and 904 of the Utah Revised Business Corporation Act."
The Utah Revised Business Corporation Act generally provides that:
A corporation may indemnify an individual made a party to a proceeding because
he is or was a director, against liability incurred in the proceeding if:
(a) his conduct was in good faith; and
(b) he reasonably believed that his conduct was in, or not opposed
to, the corporation's best interests; and
(c) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding, or in the defense of any claim, issue, or matter in
the proceeding, to which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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5.1 Opinion of Amy Trombly, Esq.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Auditor
99.1 Consulting Agreement between the Registrant and Luminary Ventures,
Inc.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities are
being made, a post-effective amendment to this registration statement to:
(i) Include any additional or changed material information with
respect to the plan of distribution.
2. For determining liability under the Securities Act of 1933, that 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 bona fide offering .
3. File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
For determining any liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in form of prospectus filed by the
Registrant under Rule 424(b)(1), or (4) or 497(h) under the Securities
Act as part of this registration statement as of the time the Commission
declared it effective.
For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.
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
authorize, in the City of Long Beach, State of California, on March 11, 2004.
NEWAVE, INC.
By: /s/ Michael Hill
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Michael Hill, 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:
Signature Title Date
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/s/ Michael Hill Chief Executive Officer March 11, 2004
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Michael Hill
/s/ Michael A. Novielli Director/Chairman of the Board March 11, 2004
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Michael A. Novielli
/s/Barrett Evans Director March 11, 2004
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Barrett Evans
/s/Douglas H. Leighton Director March 11, 2004
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Douglas H. Leighton
/s/ Theodore J. Smith Director March 11, 2004
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Theodore J. Smith