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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOVA PHARMACEUTICAL, INC
(Exact name of issuer as specified in its charter)
Nevada 51-0380412
(State of Incorporation) (IRS Employer Identification No.)
31712 Casino Drive Suite 7B
Lake Elsinore Ca 92530
909-245-4657
(Address and telephone number of principal executive offices)
Nova Pharmaceutical, Inc. 2000 Non-Statutory Employee Stock Option Plan
(Full title of the plan)
Samuel Wierdlow
1400 Colorado St
Boulder City, Nv 89005
(Name, address, and telephone Number of registered agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Securities to Amount to be Proposed Maximum Proposed Maxi- Amount of
Be Registered Registered Offering Price Per mum Aggregate Registration
Share Offering Price Fee
- ---------------------- ------------ ------------------ --------------- -----------
<S> <C> <C> <C> <C>
Common Stock (par value 2,000,000 $1.81 $3,620,000 $1,006.36
$.001 per share) shares (1)
</TABLE>
(1) The Proposed Maximum Aggregate Offering Price listed above has been
determined pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, and represents (i) the aggregate exercise price of all options
to acquire any of the above-registered shares granted under the Plan as
of the Effective Date of this registration, plus (ii) the product of
the remaining shares registered hereunder available for future grant
under the Plan multiplied by a per share price of $2.00, the closing
price of Nova Pharmaceutical, Inc. Common Stock on the OTC BB on
February 23, 2000.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
This Registration Statement relates to the registration of 2,000,000
shares of Common Stock, par value $.001 per share, of Nova
Pharmaceutical, Inc. This Non-Statutory Stock Option Plan (the "Plan")
is intended as an incentive, to aid in attracting and retaining in the
employ or other service of Nova Pharmaceutical, Inc. (the "Company"), a
Nevada corporation, and any Affiliated Corporation, persons of
experience and ability and whose services are considered valuable, to
encourage the sense of proprietorship in such persons, and to stimulate
the active interest of such persons in the development and success of
the Company. This Plan provides for the issuance of non-statutory
stock options ("NSOs" or "Options") which are not intended to qualify
as "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended the "Code"). Documents
containing the information required by Part I of the Registration
Statement will be sent or given to participants in the Plan as
specified by Rule 428(b). Such documents are not filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424 in reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual Information.
The registrant shall provide the Plan participants, upon their written
or oral request, the documents incorporated by reference in Item 3 Part
II of this Registration Statement. The Registrant shall also provide,
without charge, upon written or oral request, all other documents
required to be delivered pursuant to Rule 428(b) under the Act. Any
and all such requests shall be directed to the Registrant at 31712
Casino Drive, Suite 7B Lake Elsinore, Ca 92530.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
1. The Registrant's Form 10-SB, including all amendments, which
include financial and other required information for the year ended 12-
31-98, and financial statements for the nine months ended 9-30-98 and
9-30-99.
2. A description of the Registrant's Common Stock contained in the
Exhibits to the Form 10-SB, as amended.
3. All documents subsequently filed by the Registrant pursuant to the
Exchange Act prior to the filing of a post-effective amendment
indicating that all securities then unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. Description of Securities.
The Registrant has authorized 100,000,000 shares of common stock, par
value $.001 (the "Common Stock"), of which 12,791,096 are issued and
outstanding, and 25,000,000 shares of Series A Preferred Stock, none of
which are issued.
Holders of Common Stock are entitled to one vote per share on each
matter submitted to vote of stockholders. Shares of Common Stock do
not carry cumulative voting rights and, therefore, holders of the
majority of the outstanding shares of Common Stock are able to elect
the entire board of directors and, if they do so, minority stockholders
would not be able to elect any members of the board of directors.
Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends. The Company has not yet paid
out cash dividends on it's Common Stock, and does not anticipate that
it will pay cash dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel
Jody Walker, Esq., counsel to the Registrant in connection with this
Registration Statement on Form S-8, shall receive 25,000 shares in
conjunction with this Registration Statement.
Item 6. Indemnification of Officers and Directors
The Registrant's Articles of Incorporation, as amended, By Laws, and
Nevada Revised Statutes indemnify all persons so identified as being
covered, including officers and directors, from personal liability as
described below.
The Registrant's Articles of Incorporation, as amended, provide that
the Registrant's officers and directors shall not be personally liable
to the Registrant or it's stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability: (i) for acts or
omissions which involve intentional misconduct, fraud, or a knowing
violation of law or (ii) for the payment of dividends in violation of
Nevada Revised Statutes 78.300. The Nevada Revised Statutes also limit
the personal liability of officers and directors under certain
circumstances as set forth below:
Section 78-781 of Nevada Revised Statutes contains provisions relating
to the indemnification of officers and directors. This section
generally provides that a corporation may indemnify any person who was
or is a party to any threatened, pending, or completed action, suit or
proceeding whether civil or criminal, administrative or investigative,
except for an action by or in right of the corporation, by reason of
the fact that he is or was a director, officer, employee or agent of
the corporation. It must be shown that he acted in food faith and in a
manner which is reasonably deemed to be in or not opposed to the best
interests of the corporation. Generally, no indemnification may be
made where the person has been determined to be negligent or guilty of
misconduct in the performance of his duty to the corporation.
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Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:
Exhibit 5. Opinion and Consent of Jody Walker, Esq.
Exhibit 23 Consent of Sarna & Company, Certified Public Accountants
Item 9. Undertakings.
The undersigned Registrants hereby undertakes:
To include any material information with respect to plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement.
That for the purpose of determining any liability under the Securities
Act of 1933, as amended, 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.
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.
(i) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933,
as amended, 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 an 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. (ii) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors
and officers and controlling persons of the Registrant, pursuant to the
forgoing 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 against such
liabilities (other than payment by the Registrant of expenses paid or
incurred 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.
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SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, as amended,
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 Lake Elsinore,
California on the 23rd day of February, 2000.
/s/ Ralph Man
- -------------------------
Ralph Man
President and Chief Executive Officer and Director
/s/ James Ayres
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James Ayres
Secretary, and Director
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Jody M. Walker
7841 South Garfield Way
Littleton, Colorado 80122
Telephone (303) 850-7637
Facsimile (303) 220-9902
February 25, 2000
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Dear Sirs:
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN
THE REGISTRATION STATEMENT ON FORM S-8 OF NOVA PHARMACEUTICAL, Inc.
I am securities counsel for the above mentioned Company and I have
prepared the registration statement on Form S-8. I hereby consent to
the inclusion and reference to my name in the Registration Statement on
Form S-8 for Nova Pharmaceutical, Inc.
It is my opinion that the securities of Nova Pharmaceutical, Inc. and
those which are registered with the Securities and Exchange Commission
pursuant to Form SB-2 Registration Statement of Nova Pharmaceutical,
Inc. will be legally issued, fully paid and non-assessable.
Yours very truly,
/s/ Jody M. Walker
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Jody M. Walker
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We previously issued our report, accompanying the financial statements
of the Registrants in its Form 10-SB filing for the year ending 12-31-
98, dated xxx. We hereby consent to the incorporation by reference of
said report in the registration statement of Form S-8 filed with the
Securities and Exchange Commission by the Registrant.
/s/ Sarna & Company, Certified Public Accountants
SARNA & COMPANY, CPA'S
