U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAL ALTA AUTO GLASS, INC. .
(Exact name of registrant as specified in its charter)
Nevada 88-0448809
(State of Incorporation) (I.R.S. Employer ID No.)
#8 3927 Edmonton Trail, N.E., Calgary, Alberta, Canada T2E6T1
(Address of Principal Executive Offices) (Zip Code)
2007 Employee and
Compensation Fund and Plan
(Full title of the Plans)
Frank Aiello, President #8 3927 Edmonton Trail, N.E., Calgary,
Alberta, Canada T2E6T1
(Name and address of agent for service)
(403) 291-7020
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed
to be Registered Registered Maximum
Offering Price
Common Stock 2,745,000 $0.28(1)
Total 2,745,000
Proposed Amount of
Aggregate Registration Fee
Offering Price
$725,000(1) $82.28(1)
$82.28
(1) Calculated pursuant to Rule 457(c) of the Securities
Act of 1933, as amended, as permitted by Rule 457(b)(1) of
the Securities Act of 1933, as amended, based upon the average
of the bid and asked prices for the Companys common shares
as reported by the OTC Bulletin Board for the week ending May 11, 2007.
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the Securities
Act of 1933. The participants shall provided a written statement notifying
them that upon written or oral request they will be provided, without
charge, (i) the documents incorporated by reference in Item 3 of
Part II of the registration statement, and (ii) other documents required
to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is to
be directed.
The documents containing the information specified in this Part I will
be sent or given to persons who receive stock compensation for services
as specified by Rule 428(b)(1). Pursuant to the instructions
for Form S-8, such documents need not be filed with the Commission
either as part of the Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, take
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended. See Rule 428(a)(1).
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) and (b) below have been filed by the
Registrant, Cal Alta Auto Glass, Inc., a Nevada corporation (the Company),
with the Securities and Exchange Commission (the Commission) and are
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Securities Exchange Act of 1934, as amended
(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, shall be
deemed to be incorporated by reference in the registration statement
and to be part thereof from the date of filing of such documents.
(a) Quarterly Reports on Form 10-QSB for the period through
and including March 31, 2007, Annual Reports on Form 10-KSB for the
periods through and including December 31, 2006 being all such
reports required. The above referenced reports, which were previously
filed with the Commission, are incorporated herein by reference.
(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 Registrations Form 10-KSB for the period ended
December 31, 2006.
The above referenced reports, which were previously filed with the
Commission, are incorporated herein by reference.
Item 4. Description of Securities.
Not applicable
Item 5. Interest of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada Revised Statutes provides:
Discretionary and mandatory indemnification of officers,
directors, employees and agents: General
provisions.
1. A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, including attorneys fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys fees,
actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there
from, to be liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1 and
2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys
fees, actually and reasonably incurred by him in connection with the
defense.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-B, and
an index thereto, are attached.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
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;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(c) 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.
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 Calgary Alberta, Canada,
on the 13th day of July, 2007.
CAL ALTA AUTO GLASS, INC.
By: /s/ Frank Aiello
Frank Aiello
President
By: /s/ Denise Aiello
Denise Aiello
Secretary
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 2007 Employee and Consultants Compensation Fund and Plan
5.1 Opinion of William M. Aul and Consent of William M. Aul
23.1
23.2 Consent of Change G. Park, C.P.A., Ph.D.