Cobalis Corp., S-8, 10/20/2006
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COBALIS
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or
Other Jurisdiction of Incorporation or Organization)
91-1868007
(I.R.S.
Employer Identification No.)
2445
McCabe Way, Suite 150, Irvine, California 92614
(Address
of Principal Executive Offices)
Employee
wages and bonuses to be paid to Gerald Yakatan, Chaslav Radovich, Thomas
Stankovich, Ernest Armstrong,
Bojan
Cosic, and employee bonus to Jennifer Padilla; corporate development services
provided by consultant
Brian
Connelly (limited solely to clinical plan development, business partnership
development, accounts payable management and board of
directors
search services); website development services provided by consultant Nenad
Bogdanovich.
(Full
Title of Plans)
Chaslav
Radovich
2445
McCabe Way, Suite 150, Irvine, California 92614
(Name
and
Address of Agent for Service)
(949)
757-0001
(Telephone
Number, including Area Code, of Agent for Service)
CALCULATION
OF REGISTRATION FEE
|
Title
of securities
to
be registered
|
Amount
to
be
registered(1)
|
Proposed
maximum
offering
price
per
share(2)
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
|
Common
Stock,
$.001
par value
|
1,113,695
|
$0.92
|
$1,024,599.40
|
$109.63
|
(1)
Consists of shares issued pursuant to contracts and corporate resolutions
for
the following: Employee wages and bonuses paid to Gerald Yakatan, Chaslav
Radovich, Thomas Stankovich, Ernest Armstrong, Bojan Cosic, and employee
bonus
paid to Jennifer Padilla; corporate development services (limited solely
to
clinical plan development, business partnership development, accounts payable
management and board of directors search services) provided by consultant
Brian
Connelly; and website development services provided by consultant Nenad
Bogdanovich.
(2)
Estimated solely for the purpose of estimating the registration fee pursuant
to
Rule 457(c) promulgated pursuant to the Securities Act of 1933, on the basis
of
the average of the best bid and ask price of the Registrant's Common Stock
as
reported on the Over the Counter Bulletin Board on October 25,
2006.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
The
Registrant is offering the following shares of its common stock to the following
individuals for their services performed on the Registrant’s behalf. The
issuance of these shares is being made to the listed individuals for the
services noted pursuant to a duly adopted resolution adopted by the Board of
Directors on October 17, 2006. The Board has equated the number of these
shares to the value of the services provided by these individuals. The shares
issued hereunder will not be subject to any resale restrictions. The agreements
providing for the issuance are not qualified under ERISA. The following
individuals will receive the number of shares listed next to their names in
exchange for the specific services listed:
|
Recipient
|
|
Shares
|
|
Services
|
|
Gerald
Yakatan
|
|
362,500
|
|
Employee
Wages and Bonus
|
|
Chaslav
Radovich
|
|
302,083
|
|
Employee
Wages and Bonus
|
|
Thomas
Stankovich
|
|
178,070
|
|
Employee
Wages and Bonus
|
|
Ernest
Armstrong
|
|
95,563
|
|
Employee
Wages and Bonus
|
|
Bojan
Cosic
|
|
84,630
|
|
Employee
Wages and Bonus
|
|
Jennifer
Padilla
|
|
17,803
|
|
Employee
Bonus
|
|
Brian
Connelly
|
|
71,546
|
|
Consultant
corporate development services (limited
solely to clinical plan development, business partnership development,
accounts payable management and board of directors search
services)
|
|
Nenad
Bogdanovic
|
|
1,500
|
|
Consultant
website maintenance services
|
|
Total
Shares:
|
|
1,113,695
|
|
|
The
business development and administrative services for which these shares are
being issued are not in connection with any offer or sale of securities in
a
capital raising transaction and does not directly or indirectly promote or
maintain a market for the securities of the Registrant.
Item
2. Registrant Information and Employee Plan
Information.
The
participants shall be provided a written statement notifying them that upon
written or oral request they will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of this registration statement,
and (ii) other documents required to be delivered pursuant to Rule 428(b).
The
statement will inform the participants that these documents are incorporated
by
reference in the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is to be
directed.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
We
incorporate the following documents by reference in this Registration
Statement:
(a)
Our
latest Quarterly Report on Form 10-QSB for the period ended June 30, 2006,
filed
with the Securities and Exchange Commission on August 18, 2006;
(b)
Our
Registration Statement on Form 10-SB file number 000-49620, filed on February
8,
2002 pursuant to Section 12 of the Exchange Act, and subsequent amendments,
in
which there is described the terms, rights and provisions applicable to our
outstanding common stock; and
(c)
All
other documents filed by the company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which de-registers 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 such documents.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Article
Six of our Articles of Incorporation provides, among other things, that our
officers and directors shall not be personally liable to us or our shareholders
for monetary damages for breach of fiduciary duty as an officer or a director,
except for liability:
| · |
for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
or
|
| · |
for
unlawful payments of dividends or unlawful stock purchase or redemption
by
us.
|
Our
Bylaws and the Nevada Revised Statutes also provide for indemnification of
directors and officers against certain liabilities. Pursuant to our Bylaws,
our
officers and directors are indemnified, to the fullest extent available under
Nevada law, against expenses actually and reasonably incurred in connection
with
threatened, pending or completed proceedings, whether civil, criminal or
administrative, to which an officer or director is, was or is threatened to
be
made a party by reason of the fact that he or she is or was one of our officers,
directors, employees or agents. We may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to repay
any
such amounts if it is later determined that he or she was not entitled to be
indemnified by us. Accordingly,
our directors may have no liability to our shareholders for any mistakes or
errors of judgment or for any act of omission, unless the act or omission
involves intentional misconduct, fraud, or a knowing violation of law or results
in unlawful distributions to our shareholders.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to our directors, officers and controlling persons pursuant to
the
foregoing provisions, or otherwise, we have 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.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
| 3.1 |
Articles
of Incorporation*
|
| 3.3 |
Amendment
to Articles of Incorporation*
|
| 3.4 |
Amendment
to Articles of Incorporation **
|
| 3.5 |
Amendment
to Articles of Incorporation ***
|
| 4.1 |
Corporate
resolution re employee
wages and bonuses paid to Gerald Yakatan, Chaslav Radovich, Thomas
Stankovich, Ernest Armstrong, Bojan Cosic, and employee bonus to
Jennifer
Padilla; payment for corporate development services provided by consultant
Brian Connelly; payment for website development services provided
by
consultant Nenad Bogdanovich.
|
| 4.2 |
Invoice
for services provided by Brian
Connelly
|
| 4.3 |
Conversion
agreement for invoice with Brian
Connelly
|
| 4.4 |
Invoice
for services provided by Nenad
Bogdanovich
|
| 4.5 |
Conversion
agreement for invoice with Nenad
Bodganovich
|
5 Opinion
of Abrams Garfinkel Margolis Bergson, LLP
23.1 Consent
of Abrams Garfinkel Margolis Bergson, LLP****
23.2 Consent
of Kabani & Company.
*
Previously
filed as exhibits to Registration Statement on Form 10-SB filed on February
8,
2002.
** Previously
filed as exhibit to Form 8-K filed on June 25, 2003.
***
Previously
filed as exhibit to Form 8-K filed on July 8, 2004.
**** Contained
in its opinion filed as Exhibit 5 to this Registration Statement.
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:
(i)
to
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
to
specify in the prospectus any facts or events occurring after the effective
date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information specified in this Registration Statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of the 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 specified in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) (Section 230.424(b)
of this chapter) 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; provided, however, that paragraphs (1)(i) and (1)(ii) shall not
apply
if the information required to be included in a post-effective amendment by
those clauses is specified in periodic reports filed by the Company pursuant
to
the provisions of Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(iii)
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 this Registration Statement.
(2)
That,
for the purpose of determining any liability pursuant to 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 offered 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
company hereby undertakes that, for purposes of determining any liability
pursuant to 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 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 pursuant to 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 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. In the event that a claim for indemnification against such
liabilities (other than the payment by the company 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 that matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by the company is against public policy
as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
POWER
OF ATTORNEY
The
company, as the registrant hereunder, and each person whose signature appears
below, hereby appoints Chas Radovich as attorney-in-fact, with full power of
substitution, to execute, in the name and on behalf of the company and on behalf
of each person, individually and in each capacity stated below, one or more
post-effective amendments to this Registration Statement as the
attorney-in-fact, and to file any such post-effective amendments to this
Registration Statement with the Securities and Exchange Commission.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the company certifies it has
reasonable grounds to believe that the company satisfies 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 Irvine, California, on this 30th day of October, 2006.
| COBALIS CORP.,
a Nevada corporation |
|
|
|
| |
|
|
|
| |
|
|
|
| /s/ Gerald
Yakatan |
|
|
|
Gerald
Yakatan
Chief
Executive Officer
|
|
|
|
| |
|
|
|
| /s/ Chas
Radovich |
|
|
|
Chas
Radovich
President,
Secretary
|
|
|
|
| |
|
|
|
| /s/ Thomas
Stankovich |
|
|
|
Thomas
Stankovich
Treasurer,
Chief Financial Officer
|
|
|
|
| |
|
|
|
| /s/ Ernest
Armstrong, |
|
|
|
Ernest
Armstrong,
Chief
Scientific Officer
|
|
|
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on October
30, 2006, who are members of the Registrant’s board of directors and who shall
administer and enforce the Consultant Agreements with the above named
individuals.
| |
|
|
|
| /s/ Chaslav
Radovich |
|
|
/s/ Kevin
Prendiville |
Chaslav
Radovich
Director
|
|
|
Kevin
Prendiville
Director
|
| |
|
|
|
| /s/ Radul
Radovich |
|
|
/s/ Ernest
Armstrong |
Radul
Radovich
Director
|
|
|
Ernest
Armstrong
Director
|
| |
|
|
|
| /s/ Gerald
Yakatan |
|
|
/s/ Lawrence
May |
Gerald
Yakatan
Director
|
|
|
Lawrence
May
Director
|
5