SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LUNA MEDICAL TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
98-0207745
(I.R.S. Employer Identification No.)
201-2001 McCallum Road, Abbotsford, British Columbia V2S 3N4
(Address of Principal Executive Offices) (Zip Code)
Agreement of Employment
with Dr. James Swanney
(Full Title of the Plan)
Dr. James Swanney, 201-2001 McCallum Road, Abbotsford, B.C. V2S 3N4
(Name and Address of Agent for Service)
604.807.9948
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum
Title of securities to be offering price aggregate Amount of
to be registered registered(1) per share(2) offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 500,000 $0.40 $200,000 $52.80
============================================================================================================================
</TABLE>
(1) Consists of 500,000 shares pursuant to the Agreement of Employment.
(2) Based upon the average bid and asked prices of the Company's common stock in
over-the-counter trading on November 17, 2000. Value stated for purpose of
calculating the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1) and are not required
to be filed with this Registration Statement. The information required by Part I
to be specified in the Section 10(a) prospectus not specified in this Part I is
omitted from this Registration Statement in accordance with the provisions of
Rule 428 promulgated pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and in compliance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Luna Medical Technologies, Inc. (the "Company") incorporates the following
documents by reference in this Registration Statement:
(a) The Company's latest Annual Report on Form 10-KSB for the year ended
March 31, 2000, filed with the Securities and Exchange Commission on July 14,
2000;
(b) All 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
fiscal year ended March 31, 2000;
(c) The description of the Company's common stock specified in Item 11 in
the Second Amendment to the Company's Registration Statement on Form 10-SB filed
with the Securities and Exchange Commission on November 23, 1999, in which there
are described the terms, rights and provisions applicable to the Company's
outstanding common stock; and
(d) All other documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which de-registers 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 such documents.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. No "expert", as that term is
defined pursuant to Regulation Section 228.509(a) of Regulation S-B, or the
Company's "counsel", as that term is defined pursuant to Regulation Section
228.509(b) of Regulation S-B, was hired on a contingent basis, or will receive a
direct or indirect interest in the Company, or was a promoter, underwriter,
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voting trustee, director, officer, or employee of the Company, at any time prior
to the filing of this Registration Statement.
Item 6. Indemnification of Directors and Officers. The Company's Articles of
Incorporation limit, to the maximum extent permitted by Nevada law, the personal
liability of directors for monetary damages for breach of their fiduciary duties
as a director. The Company's Bylaws provide that the Company shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent permitted by Nevada law.
The indemnification laws of the State of Nevada generally allow indemnification,
in matters not involving the right of the corporation, to an agent of the
corporation if such agent acted in good faith, in a manner such agent reasonably
believed to be in or not opposed to the best interests of the corporation and in
the case of a criminal matter, had no reasonable cause to believe the conduct of
such agent was unlawful; provided that there shall be no indemnification for
matters in which such agent shall have been adjudged to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that a court of competent jurisdiction determines that
indemnification is proper.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT TO THE PROVISIONS
OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED AS TO DIRECTORS, OFFICERS, OR
PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE
COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT
ACT AND, THEREFORE, IS UNENFORCEABLE.
Item 7. Exemption from Registration Claimed.
Any restricted securities to be offered or resold pursuant to this
Registration Statement were issued pursuant to an exemption pursuant to
Regulation S.
Item 8. Exhibits.
5 Opinion of Stepp & Beauchamp LLP
10 Agreement of Employment with Dr. James Swanney
15 Previously filed on August 21, 2000, with the Commission as an exhibit to
Quarterly Report on Form 10-QSB
23.1 Consent of Stepp & Beauchamp LLP (contained in its
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opinion filed as Exhibit 5 to this Registration Statement)
23.2 Consent of Williams & Webster, P.S.
24. Power of Attorney appears above the "Signature" section in the
Registration Statement
Item 9. Undertakings.
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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to specify in the prospectus any facts or events occurring 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 specified in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of the 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 specified in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b)
(Section 230.424(b) of this chapter) if, in the aggregate, the changes in 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; provided, however, that paragraphs (1)(i) and (1)(ii)
shall not apply if the information required to be included in a post- effective
amendment by those clauses is specified in periodic reports filed by the Company
pursuant to the provisions of Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability pursuant to the
Securities 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 offered at that time shall be deemed to be the
initial bona fide offering thereof.
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(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.
The Company hereby undertakes that, for purposes of determining any liability
pursuant to the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising pursuant to the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company 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 Company will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by the Company is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
POWER OF ATTORNEY
The Company, as the registrant hereunder, and each person whose signature
appears below, hereby appoints Dr. James Swanney as attorney-in-fact, with full
power of substitution, to execute, in the name and on behalf of the Company and
on behalf of each person, individually and in each capacity stated below, one or
more post-effective amendments to this Registration Statement as the attorney-
in-fact, and to file any such post-effective amendments to this Registration
Statement with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies it has
reasonable grounds to believe that the Company satisfies 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 Vancouver, British Columbia, on this 17th day of November, 2000.
LUNA MEDICAL TECHNOLOGIES, INC., a Nevada corporation
/s/ Dr. James Swanney
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Dr. James Swanney, President
/s/ Elizabeth A. Findlay
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Elizabeth A. Findlay, Secretary Pro Tem
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on November 17, 2000, who are the directors of the registrant's board of
directors and who shall administer and enforce the Agreement of Employment with
Dr. James Swanney.
Signature and Title
/s/ Dr. James Swanney
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Dr. James Swanney, Chairman of the Board, Director
/s/ Elizabeth A. Findlay
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Elizabeth A. Findlay, Director
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