SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 POS
(Amendment No. 1)
REGISTRATION STATEMENT
Under the Securities Act of 1933
HOUSERAISING, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-2253025
--------------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4801 EAST INDEPENDENCE BOULEVARD, SUITE 201
CHARLOTTE, NORTH CAROLINA 28212
(704) 532-2121
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Full Title of Plans:
2004 NON-QUALIFIED STOCK COMPENSATION PLAN
(Full title of the plans)
Robert V. McLemore
President
4801 East Independence Boulevard, Suite 201
Charlotte, North Carolina 28212
(704) 532-2121
(Name, address and telephone number of agent for service)
Copy to:
Bruce M. Pritchett
Attorney at Law
8 East Broadway, Suite 600A
Salt Lake City, Utah 84111
(801) 363-1288
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT OFFERING AGGREGATE REGISTRATION
REGISTERED TO BE REGISTERED PRICE PER OFFERING FEE
SHARE (1) PRICE
- ---------- ---------------- --------- --------- ------------
Common Stock 1,104,400 $ .365 $ 403,106 $ 51.07
$.001 par value
- ---------- ---------------- --------- --------- ------------
Total 1,104,400 $ 403,106 $ 51.07
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c ) under the
Securities Act of 1933, as amended, and is calculated on the basis of the
average of the bid and asked prices as of October 21, 2004.
PAGE: II
EXPLANATORY NOTE
This registration statement includes two parts. The documents constituting the
prospectus under Part I of this registration statement for the 2004
Non-Qualified Stock Compensation Plan (the "Plan Prospectus") will be sent or
given to participants in the Stock Compensation Plan as specified by Rule 428(b)
under the Securities Act of 1933 (the "Securities Act"). The Plan Prospectus has
been omitted from this registration statement as permitted by Part I of Form
S-8. The second prospectus (the "Reoffer Prospectus") to be used in connection
with reoffers and resales of HouseRaising's common stock issued to
HouseRaising's directors as compensation for their services. The Reoffer
Prospectus is filed as part of this registration statement as required by Form
S-8.
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1 - PLAN INFORMATION
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the HouseRaising, Inc. 2004 Non-Qualified
Stock Compensation Plan as specified by Rule 428(b)(1) of the Securities Act.
These documents and the documents incorporated herein by reference pursuant to
Item 3 of Part II of this registration statement, taken together, constitute the
Plan Prospectus, meeting the requirements of Section 10(a) of the Securities
Act. The Reoffer Prospectus to be used in connection with sales of common stock
issued to HouseRaising's officers and directors as compensation for their
services will be used to meet the requirements of Section 10(a) of the
Securities Act with respect to those securities.
ITEM 2 - REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION
Upon written or oral request by a participant in the Plan listed in Item 1,
HouseRaising will provide any of the documents incorporated by reference in Part
II, Item 3 of this registration statement (which documents are incorporated by
reference into the Plan Prospectus), as well as any other documents required to
be delivered to participants pursuant to Rule 428(b). All of such documents and
information will be available without charge. Any and all requests should be
directed to Christine Carriker, HouseRaising, Inc., 4801 East Independence
Boulevard, Suite 201, Charlotte, North Carolina 28212 (telephone:
704-532-2121).
PAGE: I-1
REOFFER PROSPECTUS
HOUSERAISING, INC.
4801 EAST INDEPENDENCE BOULEVARD, SUITE 201
CHARLOTTE, NORTH CAROLINA 28212
(704) 532-2121
1,104,400 SHARES OF COMMON STOCK
This reoffer prospectus relates to up to 1,104,400 shares of the common stock,
par value $0.001 per share, of HouseRaising, Inc. ("HouseRaising") which may be
offered from time to time by the selling shareholders, all of whom are
HouseRaising's "affiliates" (as that term is defined in Rule 405 of the General
Rules and Regulations under the Securities Act of 1933). The selling
shareholders acquired the shares pursuant to grants as compensation for their
services as officers, directors, and advisors to HouseRaising.
Our stock is traded on the Over-the-Counter Bulletin Board (the OTCBB, symbol
HRAI). On October 21, 2004, the average of the bid and ask price of our stock on
the OTCBB was $.365 per share.
The selling shareholders may offer the shares for sale at prevailing prices on
the OTCBB on the date of sale. They may also sell their shares in private
transactions under Rule 144, pledge their shares from time to time, or make
gifts of the shares.
We will not receive any proceeds from the sales of the shares by the selling
shareholders. We paid the cost of the preparation of this prospectus and of
registration. All brokerage commissions, discounts and other selling expenses
will be incurred and borne by the individual selling shareholders.
Please read the Risk Factors listed on page 4 of this reoffer prospectus.
You should only rely on the information incorporated by reference or provided in
this reoffer prospectus or any supplement. HouseRaising has not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this reoffer prospectus is accurate for any date
other than the date on the front of this reoffer prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
October 26, 2004
TABLE OF CONTENTS
1 - SUMMARY OF THE COMPANY AND THIS OFFERING 3
1.1 The Company 3
1.2 The Offering 3
2 - RISK FACTORS 4
2.1 We need to grow through establishing and acquiring
new design business 4
2.2 We may not be able to successfully compete with
other design operations 4
2.3 If our president leaves, our operations and growth could be slowed 4
2.4 Our business is subject to heavy government regulation 4
2.5 The sale of large amounts or our stock could reduce our stock price 5
3 - USE OF PROCEEDS 5
4 - SELLING SHAREHOLDERS 5
5 - PLAN OF DISTRIBUTION 6
6 - INCORPORATION BY REFERENCE 6
7 - INDEMNIFICATION OF DIRECTORS AND OFFICERS 8
DEALER PROSPECTUS DELIVERY OBLIGATION:
UNTIL DECEMBER 6, 2004 (40 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN
THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
PAGE: 2
HOUSERAISING, INC.
4801 EAST INDEPENDENCE BOULEVARD, SUITE 201
CHARLOTTE, NORTH CAROLINA 28212
(704) 532-2121
1,104,400 SHARES OF COMMON STOCK
1 - SUMMARY OF THE COMPANY AND THIS OFFERING
This Reoffer Prospectus contains certain forward-looking statements within the
meaning of the federal securities laws. Actual results could differ materially
from those projected in the forward-looking statements due to a number of
factors, including those set forth under "Risk Factors" and elsewhere in this
Reoffer Prospectus.
1.1 THE COMPANY
We own a proprietary process for designing and constructing custom homes more
efficiently than prevailing systems today. Based on our designer's 20-plus
years of experience in the construction industry, our system allows both
builders and individuals to custom design homes and predict building costs with
improved accuracy, in some cases as close as one-half of one percent of the
actual building cost. We are developing this system for application throughout
the United States, and have begun designing homes for construction in our first
region in Charlotte, North Carolina.
1.2 THE OFFERING
Common stock outstanding
on October 26, 2004 32,017,262
Shares offered by selling shareholders 1,104,400
Shares offered by HouseRaising itself None
Use of Proceeds The selling shareholders will
receive all proceeds from the sales
of their stock. HouseRaising will
not receive any proceeds from the
sale of shares by the selling
shareholders.
The sales may occur in transactions on the OTCBB at prevailing market prices or
in private negotiated transactions. We are paying for the expenses incurred in
registering the Shares, including legal fees.
The shares being sold are "control securities" under the Securities Act of 1933
(the "1933 Act") because they have been owned by officers, directors, and major
shareholders who have control of the company. The Reoffer Prospectus has been
prepared for the purpose of registering the Shares under the 1933 Act to allow
for sales by the selling shareholders to the public without restriction. To our
knowledge, the selling shareholders have no arrangement with any brokerage firm
for the sale of the Shares. The selling shareholders may be deemed to be
"underwriters" within the meaning of the 1933 Act. Any commissions received by a
broker or dealer in connection with resales of the shares may be deemed to be
underwriting commissions or discounts under the 1933 Act.
PAGE: 3
2 - RISK FACTORS
In this section we highlight the risks associated with our business and
operations. Prospective investors should carefully consider the following risk
factors when evaluating an investment in the common stock offered by this
Prospectus.
2.1 WE NEED TO GROW THROUGH ESTABLISHING AND ACQUIRING NEW DESIGN BUSINESS.
Our success depends on our ability to continue to expand operations through the
acquisition of new design business (meaning buying other companies that do our
same type of custom home design work) or opening new branch offices throughout
the nation to do our same type of custom home design work. Risks related to this
type of acquisition and expansion include the risk that we could not efficiently
operate additional businesses or branch offices, the existence of undisclosed
actual or contingent liabilities associated with acquired designers, inability
to fund working capital requirements of additional designers or branch offices,
and inability to locate and/or establish branch offices which have a positive
effect on our operations.
2.2 WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE WITH OTHER DESIGN OPERATIONS.
There are many other custom home designers that compete with us. Some are
in-house at large custom home builders. Some are architectural firms. Others
have software to design custom homes, which they sell to either the builder or
the individual home buyer looking to create their own design. Many of these
competitors are larger and better funded than we are, and have larger client
bases and marketing budgets than we do. If we are unable to use our resources to
successfully compete, our expansion and our future profitability will be harmed.
2.3 IF OUR PRESIDENT LEAVES, IT COULD SLOW OUR OPERATIONS AND GROWTH.
Our business will depend on the continued services of our president and founder,
Robert V. McLemore. Our current design processes are based largely on his
years of experience in the industry and his development of the proprietary
design process itself. The loss of his services would be particularly
detrimental in light of his management experience and his knowledge of the
custom home design industry and of the proprietary process we use, which has
enabled us to reduce legal risks, more effectively manage assets and make better
design decisions over the past two years.
PAGE: 4
2.4 OUR BUSINESS IS SUBJECT TO HEAVY GOVERNMENT REGULATION.
The design and building of custom homes is governed by many different
regulations, including environmental, zoning and building code requirements.
These regulatory schemes vary to some extent from jurisdiction to jurisdiction.
State or local regulations often limit the amount of revenues we can generate by
limiting the size of lot that can be developed, the environmental impacts that
must be taken into account, and other matters. Our success depends on continued
compliance with state and local regulations, which could change or even prohibit
our operations in the future.
2.5 THE SALE OF LARGE AMOUNTS OF OUR STOCK COULD REDUCE OUR STOCK PRICE.
A large number of our common shares presently outstanding are now eligible for
public sale under the Securities Act of 1933, and registration of the shares
described in this Reoffer Prospectus will increase that amount. Possible or
actual sales in the future by existing shareholders could depress the price of
our stock in the open market.
3 - USE OF PROCEEDS
We will not receive any of the proceeds from the sale of Shares by the selling
shareholders. They will receive those proceeds themselves.
4 - SELLING SHAREHOLDERS
The Shares to which this Reoffer Prospectus relates are being registered for
reoffers and resales by the selling shareholders, who acquired them as
compensation for their services as officers, directors and/or advisors of
HouseRaising. The selling shareholders may resell all, a portion or none of such
Shares from time to time.
Based on information available to us as of October 26, 2004, the table below
sets forth the number of Shares of common stock owned by the selling
shareholders, the number of Shares registered by this Reoffer Prospectus, and
the number and percentage of outstanding Shares that the selling shareholders
will own after the sale of the registered Shares, assuming all of the registered
Shares are sold.
PERCENTAGE
SHAREHOLDER RELATIONSHIP TO SHARES OWNED SHARES OFFERED SHARES OWNED OWNED AFTER
HOUSERAISING BEFORE SALE IN SALE AFTER SALE SALE (1)
- -------------- ---------------- ------------- --------------- ------------ -----------
Charles M. Chairman, 200,000 200,000 -0- *
Skibo Director & CEO
Sherron Skibo Spouse of above 100,000 100,000 -0- *
Robert V. Director & 23,901,346 320,000 23,581,346 73.7%
McLemore President (2) (2) (2)
Christine M. Director, Secretary, 1,704,027 154,700 1,549,327 4.8%
Carriker Treasurer
Tim Carriker Spouse of above 9,700 9,700 -0- *
Grant Neerings Director 610,000 320,000 290,000 *
- -------------- ---------------- ------------- --------------- ------------ -----------
TOTAL 26,525,073 1,104,400 25,420,673 79.4%
- -------------- ---------------- ------------- --------------- ------------ -----------
* An asterisk denotes less than one percent (1 %) ownership.
(1) Based on 32,017,262 shares of common stock issued and outstanding on
October 26, 2004. The total percentage also includes the small asterisked
percentages.
(2) Mr. McLemore personally owns 17,704,040 shares in his name or as
beneficiary of a trust (before the proposed sale of his 320,000 shares),
while his wife owns 6,197,306 shares which could be considered, but are not
necessarily, under his control. His personal shares will be sold, which
will reduce his personal holdings after the proposed sale to 17,384,040,
and his percentage to 54.3%.
PAGE: 5
5 - PLAN OF DISTRIBUTION
The selling shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the Over the Counter
Bulletin Board System (OTCBB) maintained by broker-dealer members of the NASD,
or in private negotiated transactions, or in a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at prices otherwise negotiated. The selling
shareholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling shareholders
and/or the purchasers of the Shares for whom such broker-dealers may act as
agent (which compensation may be less than or in excess of customary
commissions).
The selling shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed to be underwriting
discounts and commissions under the 1933 Act. The selling shareholders will
bear all selling and other expenses incurred themselves. In addition to any
Shares sold pursuant to this prospectus, the selling shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by them
in compliance with all of the requirements of Rule 144, regardless of whether
such shares are covered by this Reoffer Prospectus.
Neither HouseRaising nor the selling shareholders can be sure that the selling
shareholders will sell all or any portion of the Shares offered.
PAGE: 6
HouseRaising will pay all expenses in connection with this offering including
the legal fees incurred in connection with the preparation of this registration
statement and will not receive any proceeds from sales of any Shares by the
selling shareholders.
6 - INCORPORATION BY REFERENCE
The SEC allows HouseRaising to "incorporate by reference" information into this
Reoffer Prospectus, which means that it can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
The following documents filed by HouseRaising (SEC file number 333-119311) with
the Commission are hereby incorporated by reference:
- - The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2003, filed with the Securities and Exchange Commission;
- - The reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
year ended December 31, 2003; and
- - All documents subsequently filed by HouseRaising 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 have
been sold or which deregisters all securities then remaining unsold. All
such documents shall be deemed incorporated by reference into this
registration statement and to be a part hereof from the date such documents
are filed. The statements in this document will modify and supersede any
inconsistent statements contained in a document incorporated or deemed
incorporated into this prospectus. Any statement that is modified or
superseded does not, except as modified or superseded, constitute a part of
this Prospectus.
PAGE: 7
HouseRaising will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus. Requests
should be directed to Christine Carriker at HouseRaising's executive offices,
located at 4801 East Independence Boulevard, Suite 201, Charlotte, North
Carolina, 28212. HouseRaising's telephone number is (704) 532-2121. Our website
address is www.houseraising.com.
HouseRaising files annual, quarterly and period reports, proxy statements and
other information with the Securities and Exchange Commission using the SEC's
EDGAR system. The SEC maintains a site on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding us and other registrants that file reports electronically with the
SEC. You may read and copy any materials that HouseRaising files with the SEC at
its Public Reference Room at 450 5th Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information about their public
reference rooms. HouseRaising's common stock is traded on the Over the Counter
Bulletin Board (OTCBB), under the symbol HRAI.
HouseRaising makes available to its shareholders a copy of its annual report on
Form 10-KSB, which contains audited financial statements, and such other reports
as HouseRaising, from time to time, deems appropriate or as may be required by
law. HouseRaising uses the calendar year as our fiscal year.
You should rely only on the information contained in this document or to which
this document has referred you. HouseRaising has not authorized anyone to
provide you with information that is inconsistent with information contained in
this document or any document incorporated herein. This prospectus is not an
offer to sell these securities in any state where the offer or sale of these
securities is not permitted. The information in this prospectus is current as of
October 26, 2004, and not necessarily as of any later date. If any material
change occurs during the period that this prospectus is required to be
delivered, this prospectus will be supplemented or amended.
7 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
North Carolina law permits a corporation to indemnify its directors, officers,
employees and agents for certain liabilities and expenses, including
liabilities and expenses arising under the Securities Act of 1933, under certain
circumstances. Those circumstances provide that a director, officer, employee or
agent may be indemnified if the person conducted himself in good faith and
reasonably believed that his conduct was in the best interests of the
corporation. A copy of Section 55-8-51 of Chapter 55 of the North Carolina
General Statutes, also known as the North Carolina Business Corporation
Act, that addresses indemnification of directors, officers, employees and
agents, is attached hereto as Exhibit 99.1.
HouseRaising's Bylaws provide for indemnification of its directors, officers,
employees and agents to the fullest extent provided by law. HouseRaising's
Board of Directors may amend its bylaws in the future to alter such
indemnification. The corporation also may maintain insurance, at its expense,
to protect itself and all officers and directors against fines, liabilities,
costs, and expenses, whether or not the corporation would have the legal power
to indemnify them directly against such liability. The corporation currently
does not have any such insurance.
Although North Carolina law and HouseRaising's bylaws allow indemnification for
directors, officers, and people who control the company, the Commission believes
that indemnification for liabilities arising under the Securities Act of 1933 is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
The effect of indemnification may be to limit the rights of HouseRaising and its
stockholders (through stockholders' derivative suits on behalf of HouseRaising)
to recover monetary damages and expenses against a director or officer for
breach of fiduciary duty.
PAGE: 8
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company (SEC file number 333-119311) with
the Commission are hereby incorporated by reference:
- - The Company's latest Annual Report on Form 10-KSB for the year ended
December 31, 2003, filed with the Securities and Exchange Commission;
- - The reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
year ended December 31, 2003; and
All documents subsequently filed by the Company 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 have been sold or which
deregisters all securities then remaining unsold. All such documents shall be
deemed to be incorporated by reference into this registration statement and to
be a part hereof from the date such documents are filed. The statements in this
document will modify and supercede any inconsistent statements contained in a
document incorporated or deemed incorporated in this prospectus. Any statement
that is modified or superseded does not, except as modified or superseded,
constitute a part of this Prospectus.
ITEM 4 - DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS.
North Carolina law permits a corporation to indemnify its directors, officers,
employees and agents for certain liabilities and expenses, including liabilities
and expenses arising under the Securities Act of 1933, under certain
circumstances. Those circumstances provide that a director, officer, employee or
agent may be indemnified if the person conducted himself in good faith and
reasonably believed that his conduct was in the best interests of the
corporation. A copy of Section 55-8-51 of Chapter 55 of the North Carolina
General Statutes, also known as the North Carolina Business Corporation Act,
addressing indemnification of directors, officers, employees and agents, is
attached hereto as Exhibit 99.1.
HouseRaising's Bylaws provide for indemnification of its directors, officers,
employees and agents to the fullest extent provided by law. HouseRaising's
Board of Directors may amend its bylaws in the future to alter such
indemnification. The corporation also may maintain insurance, at its expense,
to protect itself and all officers and directors against fines, liabilities,
costs, and expenses, whether or not the corporation would have the legal power
to indemnify them directly against such liability. The corporation currently
does not have any such insurance.
Although North Carolina law and HouseRaising's bylaws allow indemnification for
directors, officers, and people who control the company, the Commission believes
that indemnification for liabilities arising under the Securities Act of 1933 is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
The effect of indemnification may be to limit the rights of HouseRaising and its
stockholders (through stockholders' derivative suits on behalf of HouseRaising)
to recover monetary damages and expenses against a director or officer for
breach of fiduciary duty.
PAGE: II-1
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8 - EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Certain of the Exhibits set forth in the following index are incorporated by
reference.
23.1* Consent of Accountant
23.2* Consent of Law Offices of Harold H. Martin, P.A.
99.1* Copy of Section 55-8-51 of Chapter 55 of the North Carolina General
Statutes, also known as the North Carolina Business Corporation Act,
addressing indemnification of directors and officers
- ----------
* Filed with this Form S-8.
PAGE: II-2
ITEM 9 - UNDERTAKINGS.
The undersigned registrant undertakes:
(a) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(1) include any prospectus required by section 10(a)(3) of the Securities
Act.
(2) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the forgoing, 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 prospects filed with
the Commission as required by 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.
(3) To include any additional or changed material information on the plan
of distribution.
(b) That, for determining liability under the Securities Act of 1933, the
Registrant will 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 bona fide offering.
(c) To remove from registration by means of a post-effective amendment any of
the securities that remain unsold at the end of the offering. The
undersigned Registrant undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report as required by Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Because indemnification for liabilities arising under the Securities Act of 1933
may be permitted for directors, officers, and controlling persons of the
Registrant according to the provisions set forth or described in Item 6 of this
Registration Statement, 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 of 1933 and is,
therefore, unenforceable. If 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 of 1933 and will be governed by the
final adjudication of such issue.
PAGE: II-3
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 Charlotte, North Carolina, on October 26, 2004.
HOUSERAISING, INC.
BY: /s/ Robert V. McLemore
-------------------------
Robert V. McLemore, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLE DATE
/s/ Robert V. McLemore President and Director October 26, 2004
- -------------------------
Robert V. McLemore
/s/ Charles Skibo Chief Executive Officer October 26, 2004
- ------------------- and Director
Charles Skibo
/s/ Kristy M. Carriker CFO, Secretary, Treasurer October 26, 2004
- ------------------------- and Director
Kristy M. Carriker
/s/ Grant Neering Director October 26, 2004
- -------------------
Grant Neering
/s/ Thomas E. Schubert Director October 26, 2004
- -------------------------
Thomas E. Schubert
PAGE: II-4