As filed with the Securities and Exchange Commission on September 16, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Conectisys Corporation Colorado
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(Exact name of Registrant as (State or other jurisdiction of
specified in its charter) incorporation or organization)
24307 Magic Mountain Parkway,
Suite 41, Valencia, California 91355 84-1017107
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(Address of principal executive offices) (I.R.S. Employer Identification No.)
AMENDED NON-QUALIFIED STOCK OPTION AND STOCK BONUS PLAN
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(Full title of Plan)
Robert A. Spigno, CEO
Conectisys Corporation
24307 Magic Mountain Parkway, Suite 41,
Valencia, California 91355
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(Name and address of agent for service)
(661) 295-6763
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(Telephone number, including area code, of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Amount to be Proposed Maximum Offering Aggregate Offering Amount of
to be registered Registered (1) Price per Share (2) Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $ .54 $540,000 $142.56
no par value
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also covers
an indeterminate number of additional shares that may be issued in
connection with share splits, share dividends or similar transactions
relating to the plans/consulting agreements.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the average of
the bid and asked prices of the Company's common stock as reported within
five business days prior to the date of this filing.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
<PAGE>
ITEM 1. PLAN INFORMATION.
*
ITEM 2. REGISTRANT INFORMATION AND CONSULTANT/EMPLOYEE PLAN ANNUAL INFORMATION.
*
* The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act"). Such document(s) are not being
filed with the Commission, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by Conectisys
Corporation (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1999 (the "Annual Report") filed by the Company (SEC File
No. 33-3560D under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(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 Annual Report
referred to in (a) above.
All of the above documents and documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
All documents incorporated by reference herein will be made available to all
participants without charge, upon written or oral request. Other documents
required to be delivered to participants pursuant to Rule 428(b)(1) under the
Securities Act of 1933 are also available without charge, upon written or oral
request. All requests for documents shall be directed to:
Robert A. Spigno, CEO
CONECTISYS CORPORATION
24307 Magic Mountain Parkway, Suite 41
<PAGE>
Valencia, California 91355
(661) 295-6763
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Colorado corporation. Section 7-109-101, et seq. of the
Colorado Corporations and Associations Act provides authority for broad
indemnification of officers, directors, Consultant/Employees and agents of a
corporation, with certain specified exceptions.
Article VII of the Company's Articles of Incorporation provides that the Company
shall have the power to indemnify its directors, officers, Consultant/Employees
and agents to the fullest extent allowed by law.
At the present time, the Company does not have any officer-director liability
insurance, nor does the Company have indemnification agreements with any of its
directors, officers, Consultant/Employees or agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement to: (i) include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii)
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and notwithstanding the foregoing, 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 selected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration"
table in the effective registration statement; and (iii) 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, provided however, that
provisions (i) and (ii)
<PAGE>
of this undertaking are inapplicable if the information to be filed
thereunder is contained in periodic reports filed by the Company pursuant
to the Exchange Act that are incorporated by reference into the
Registration Statement;
(2) That, for the purpose of determining any liability under 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 at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) Insofar as indemnification for liabilities arising under 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 advised
that in the opinion of the 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
director, officer or controlling person 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 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 and will be governed by the final adjudication of such issue.
(c) The Company hereby undertakes that, for purposes of determining any
liability under 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 Consultant/Employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Valencia, State of
California, on September 11, 2000.
CONECTISYS CORPORATION
By: /s/ Robert A. Spigno, CEO
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Robert A. Spigno, CEO
Director (Chairman) and CEO
By: /s/ Lawrence Muirhead
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Lawrence Muirhead
Director
By: /s/ Patricia Spigno
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Patricia Spigno
Secretary and Chief Financial Officer
By: /s/ Melissa Weger
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Melissa Weger
<PAGE>
Director
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CONECTISYS CORPORATION
EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO. - DESCRIPTION
5.1 Opinion of Arnold Y. Steinberg, P.C.
23.1 Consent of Independent Accountants Michael Hurly & Co.
23.2 Consent of Legal Counsel
99.1 Conectisys Corporation Amended Non-Qualified Stock Option and Stock Bonus
Plan
99.2 Employment Agreement dated August 1, 1998, with Lawrence Muirhead
99.3 Employment Agreement dated September 11, 2000, with Rodney W. Lighthipe
99.4 Consulting Agreement dated September 1, 1999, with Rick Maricle
99.5 Consulting Agreement dated September 1, 2000 with Lone Wolf Business
Services
99.6 Consulting Agreement dated September 1, 2000 with Coyote Investments.
