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As filed with the Securities and Exchange Commission on October 5, 2000.
Registration No. __________
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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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ADVANCED PLANT PHARMACEUTICALS, INC.
(Exact name of issuer as specified in its charter)
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DELAWARE 59-2762023
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<S> <C>
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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43 WEST 33RD STREET
NEW YORK, NEW YORK 10001
(Address of principal executive offices)
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WRITTEN COMPENSATION CONTRACT BY AND BETWEEN
ADVANCED PLANT PHARMACEUTICALS, INC.
AND
C.J. LIEBERMAN
(Full title of the plan)
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DAVID LIEBERMAN
PRESIDENT
ADVANCED PLANT PHARMACEUTICALS, INC.
43 WEST 33RD STREET
NEW YORK, NEW YORK 10001
(212) 695-3334
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Copy to:
Saul Kaszovitz, Esq.
Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
750 Lexington Avenue
New York, New York 10022
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Approximate date of commencement of proposed
sale to the public:
FROM TIME TO TIME AFTER THE
REGISTRATION STATEMENT BECOMES EFFECTIVE.
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 5,000,000(1) $0.1094 $547,000(2) $145
($.0007 par value) shares
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(1) Represents shares to be issued to C.J. Lieberman, consultant to the
Company, pursuant to the terms of his June 10, 1999 Consulting Agreement
with the Company, as amended as of September 19, 2000.
(2) Estimated solely for purposes of calculating the registration fee on the
basis of the product resulting from multiplying 5,000,000 shares of
Common Stock by $0.1094, the average of the high and low sales prices of
the shares of Common Stock, as reported on the Nasdaq Over the Counter
Bulletin Board on October 3, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Advanced Plant Pharmaceuticals, Inc., a Delaware
corporation (referred to herein as either the "Company" or the "Registrant"),
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the Securities Act of 1933, as amended (the "Securities Act"), are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999, as amended.
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 2000 and June 30, 2000.
(c) The description of the Common Stock set forth in the Company's
Registration Statement on Form 10SB, filed with the Commission on July 23, 1999,
and any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares 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 of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bylaws of the Company provide that the Company shall indemnify a
director, and officer of the Company if such person is or was 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, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another enterprise, against expenses, including
attorney's fees, judgements, fines and amounts paid in settlement actually and
reasonably
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incurred by him in connection with such action, suit or proceeding, or any
appeal therefrom. The Company may pay, in advance of the final disposition of
the action, suit or proceeding, expenses incurred by the person which may be
indemnifiable as provided in the Bylaws.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company,
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.
ITEM 8. EXHIBITS.
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Exhibit Number Description of Exhibit
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4* Consulting Agreement by and between the Registrant and C.J.
Lieberman, as amended
5* Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
23.1* Consent of Michael C. Finkelstein, CPA
23.2* Consent of Feder, Kaszovitz,Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(i) 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 the Registration Statement;
(ii) That, for the purpose of determining any liability under
the Securities Act, each 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;
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(iii) 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant 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 the payment by the
Registrant of expenses incurred or paid 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 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 Securities
Act and will be governed by the final adjudication of such issue.
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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, in the City of New York and State of New York on the 5th day of
October, 2000.
ADVANCED PLANT PHARMACEUTICALS, INC.
By: /s/ David Lieberman
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David Lieberman
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ David Lieberman President October 5, 2000
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David Lieberman (Principal Executive,
Financial and Accounting Officer)
/s/ Dr. Leonard Bielory Chairman and Scientific Director October 5, 2000
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Dr. Leonard Bielory
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INDEX TO EXHIBITS
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Exhibit Number Description of Exhibit
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4* Consulting Agreement by and between the Registrant and C.J.
Lieberman, as amended
5* Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
23.1* Consent of Michael C. Finkelstein, CPA
23.2* Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
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* Filed herewith.
