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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post Effective Amendment No. 1 to FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Sanguine Corporation
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(Exact Name of Registrant as Specified in its Charter)
Nevada 95-4347608
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
101 East Green Street, #11
Pasadena, California 91105
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(Address of Principal Executive Offices)
(626) 405-0079
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(Issuer's Telephone Number, including Area Code)
April 2000 Consultant Compensation Agreement
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(Full Title of the Plan)
Thomas C. Drees
101 East Green Street, #11
Pasadena, California 91105
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(Name and Address of Agent for Service)
(626) 405-0079
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(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee (1)
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$0.001 par
value common
voting stock 1,350,000 (2)(3) $0.25 $337,500 $93.86
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(1) Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options
covering the underlying common stock to be issued under the Plan.
(2) Shares issued to two executive officers, Messrs. Hargreaves and
Nelson, shall be subject to resale under Rule 144 except for
provisions respecting the holding period.
(3) All persons who were issued securities of the Registrant pursuant
to this Registration Statement have agreed to a lock-up respecting
these securities that prohibits any sale or other disposition
thereof until May 7, 2001, as a condition to the private placement
of certain "restricted securities" of the Registrant currently
being offered to "accredited investors."
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, on the date or dates appearing opposite the
respective signatures hereto.
REGISTRANT:
Date: 8/30/00 /s/ Thomas C. Drees
Thomas C. Drees, Ph.D.
President and
Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons (who
constitute all of the members of the Board of Directors of the Registrant) in
the capacities and on the date indicated.
Date: 8/30/00 /s/ Thomas C. Drees
Thomas C. Drees, Ph.D.
President and
Director
Date: 8/30/00 /s/ Anthony G. Hargreaves
Anthony G. Hargreaves
Secretary/Treasurer and
Director
Date: 8/30/00 /s/ David E. Nelson
David E. Nelson
CFO and Director
