As filed with the Securities and Exchange Commission on July 9, 2002
File No. 333-
_________________
| Florida | 65-0827283 | ||
| (State or other jurisdiction of incorporation or organization) |
I.R.S. Employer Identification No. | ||
| Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock, $.01 par value |
20,000,000 | $.02 | $400,000 | $37 | ||||||
(1)Pursuant to
Rule 416, promulgated under the Securities Act of 1933, as amended, this
Registration Statement covers an indeterminate number of securities to be
offered as a result of any adjustment from stock splits, stock dividends or
similar events.
(2)Estimated solely for
the purpose of calculating the amount of the registration fee pursuant to
Rule 457, promulgated under the Securities Act of 1933, as amended, and
based upon the average of the high and low sales price of the Issuer’s
common stock on July 5, 2002.
Item 1. Plan Information
The Registrant has agreements and/or arrangements with certain
officers/directors, employees and consultants which provide for the issuance of
shares of the Registrant’s common stock for services to the Registrant in
lieu of cash compensation. In consideration for the continuing services rendered
and to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations, if ever, in order to pay cash
compensation to its officers/directors, employees and consultants, the
Registrant has prepared this Form S-8 registration statement to provide for the
issuance an aggregate of 20,000,000 shares underlying options, as described
below:
Mark Neuhaus, a professional race car driver, has been retained
to promote the Registrant’s products and services.
Item 2. Registrant Information and Employee Plan Annual Information.
Not applicable.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this Registration Statement:
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters 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 of such documents with the Commission. Any statement contained in a document 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 a subsequently filed document incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
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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 Registrant has authority under the Florida Business Corporation Act to indemnify its directors and officers to the extent provided for in such law. The Registrant’s Certificate of Incorporation and Bylaws provide that the Registrant may insure, shall indemnify and shall advance expenses on behalf of its officers and directors to the fullest extent not prohibited by law. The Registrant is also a party to indemnification agreements with each of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
| 5 | .1 | Opinion of Sachs, Sax & Klein, P.A. | |
| 10 | .13 | Consulting and Marketing License Agreement with Mark Neuhaus | |
| 23 | .1 | Consent of Sachs, Sax & Klein, P.A. (contained in its opinion filed as | 5.1 to this Registration Statement) |
| 23 | .2 | Consent of Moore Stephens, P.C. | |
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:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. 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 reflected in the form of 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(c) To 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 paragraphs (1)(a) and (1)(b) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in 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.
(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 undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 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 under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, 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 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 Securities Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements 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 Davie, State of Florida on this 8th day of July 2002.
FUELNATION, INC. |
By: /s/ Christopher Salmonson |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | |||
|---|---|---|---|---|---|
| /s/ Christopher Salmonson | Chief Executive Officer, | July 8, 2002 | |||
| Christopher Salmonson | President and Director | ||||
| /s/ Edwin F. Ruh | Director | July 8, 2002 | |||
| Edwin F. Ruh | |||||
| /s/ Shaikh Isa Mohammed Isa Al Khalifa | Director | July 8, 2002 | |||
| Shaikh Isa Mohammed Isa Al Khalifa | |||||
| /s/ William C. Schlecht | Director | July 8, 2002 | |||
| William C. Schlecht | |||||
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| Exhibit | Description | ||
|---|---|---|---|
| 5 | .1 | Opinion of Sachs, Sax & Klein, P.A. | |
| 10 | .13 | Consulting Agreement with Consulting and Marketing License Agreement with | |
| Mark Neuhaus | |||
| 23 | .1 | Consent of Sachs, Sax & Klein, P.A. (contained in its opinion filed as Exhibit | |
| 5.1 to this Registration Statement) | |||
| 23 | .2 | Consent of Moore Stephens, P.C. | |
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