As Filed with the Securities and Exchange Commission on September 8, 2006
Registration No. 333-
UNITED STATES
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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IR BIOSCIENCES HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 2834 13-3301899
---------------------------- ------------------------- -----------------
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification
or organization) Code Number) Number)
4021 N. 75th Street, Suite 201,
Scottsdale, Arizona 85251
(Address of Principal Executive Offices and Zip Code)
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2003 STOCK OPTION, DEFERRED STOCK
AND RESTRICTED STOCK PLAN
(Full Title of the Plans)
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Michael Wilhelm
4021 N. 75th Street, Suite 201,
Scottsdale, Arizona 85251
(480) 922-3926
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
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Copies to
Thomas J. Poletti, Esq.
Anh Q. Tran, Esq.
Kirkpatrick & Lockhart Nicholson Graham LLP
10100 Santa Monica Blvd., 7th Floor
Los Angeles, CA 90067
Telephone (310) 552-5000
Facsimile (310) 552-5001
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CALCULATION OF REGISTRATION FEE
Proposed
Amount of maximum Proposed maximum Amount of
Shares to be offering price aggregate registration
Title of securities to be registered registered (1) per share offering price fee
-------------------------------------------- ----------------- -------------- --------------- ------------
Common Stock, $.001 par value 14,503,030(2) $ 0.21 (4) $ 3,045,636 $ 326
Common Stock, $.001 par value 1,896,970(3) 0.23 (5) 436,303 47
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Total Registration Fee $ 373
(1) Represents 16,400,000 additional shares of Common Stock that are authorized
for issuance under the 2003 Stock Option, Deferred Stock and Restricted
Stock Plan as a result of approval by the Board of Directors and
stockholders. Pursuant to Rule 416(a) under the Securities Act, this
Registration Statement shall also cover any additional shares of the
Registrant's common stock that become issuable under the 2003 Stock Option,
Deferred Stock and Restricted Stock Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the receipt of consideration that increases the number of the Registrant's
outstanding common stock. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Represents common stock issuable upon exercise of options that are
available for grant under the Registrant's 2003 Stock Option, Deferred
Stock and Restricted Stock Plan.
(3) Represents common stock issuable upon exercise of outstanding options as of
the date of this Registration Statement under the 2003 Stock Option,
Deferred Stock and Restricted Stock Plan.
(4) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of computing the
amount of the registration fee based on the average of the high and low
sales prices of the common stock as traded in the over-the-counter market
and reported on the OTC Electronic Bulletin Board of the National
Association of Securities Dealers on August 31, 2006.
(5) Calculated solely for purposes of the amount of the registration fee
pursuant to Rule 457(h) of the Securities Act on the basis of the exercise
price of the outstanding options that were granted on July 14, 2006.
STATEMENT UNDER GENERAL INSTRUCTION E -
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 consists of the registration of
additional 16,400,000 shares under the IR Biosciences Holdings, Inc. (the
"Company") 2003 Stock Option, Deferred Stock and Restricted Stock Plan, as
amended (the "2003 Stock Plan"). Effective June 5, 2006, the number of shares of
common stock reserved and authorized for issuance under the 2003 Stock Plan was
increased after approval from the Board of Directors and stockholders of the
Company by 16,400,000 shares. Pursuant to General Instruction E to Form S-8, for
the purposes of the registration of the additional shares under the 2003 Stock
Plan, the contents of the Company's previous Registration Statements on Form S-8
(Registration No. 333-11351), as filed with the Securities and Exchange
Commission on March 11, 2004, including any amendments thereto or filings
incorporated therein, are incorporated herein by this reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in paragraphs (a) through (d) below have been filed
with the Securities and Exchange Commission (the "Commission") and are hereby
incorporated by reference into this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), except for
information furnished under Item 2.02 or Item 7.01 of Form 8-K, which is not
deemed filed and not incorporated by reference herein, prior to the filing of a
post-effective amendment which indicates that all securities offered herein have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereto from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2005, filed on March 28, 2006, as
amended by the Form 10-KSB/A as filed on March 30, 2006;
(b) The Registrant's Quarterly Reports on Form 10-QSB for the
quarter ended March 31, 2006, as filed on May 5, 2006, and
Form 10-QSB for the quarter ended June 30, 2006, as filed on
August 14, 2006;
(c) The Registrant's Current Reports on Form 8-K filed on April
19, 2006, May 22, 2006, May 31, 2006 and August 4, 2006; and
(d) The Registrant's Definitive Information Statement filed with
the SEC on June 5, 2006, and as amended by the Revised
Definitive Information Statement filed with the SEC on June 6,
2006.
Item 8. Exhibits.
Exhibit
Numbers Description
---------------- ------------------------------------------------------------
4.1 2003 Stock Option, Deferred Stock and Restricted Stock Plan
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.2 Form of Stock Option Agreement (Employee) (incorporated
herein by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 (File No. 333-113511)
filed with the Securities and Exchange Commission on March
11, 2004).
4.3 Form of Stock Option Agreement (Executive) (incorporated
herein by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (File No. 333-113511)
filed with the Securities and Exchange Commission on March
11, 2004).
4.4 Form of Stock Option Agreement (Super Executive)
(incorporated herein by reference to Exhibit 4.4 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.5 Form of Stock Option Agreement (Other) (incorporated herein
by reference to Exhibit 4.5 to the Registrant's Registration
Statement on Form S-8 (File No. 333-113511) filed with the
Securities and Exchange Commission on March 11, 2004).
4.6 Form of Restricted Stock Award Agreement (Employee)
(incorporated herein by reference to Exhibit 4.6 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.7 Form of Restricted Stock Award Agreement (Executive)
(incorporated herein by reference to Exhibit 4.7 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.8 Form of Restricted Stock Award Agreement (Super Executive)
(incorporated herein by reference to Exhibit 4.8 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.9 Form of Stock Award Agreement (Other) (incorporated herein
by reference to Exhibit 4.9 to the Registrant's Registration
Statement on Form S-8 (File No. 333-113511) filed with the
Securities and Exchange Commission on March 11, 2004).
5.1 Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP.
23.1 Russell Bedford Stefanou Mirchandani LLP.
23.2 Consent of Kirkpatrick & Lockhart Nicholson Graham LLP
(contained in Exhibit 5).
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 Scottsdale, State of Arizona, on this 8th day of
September, 2006.
IR BIOSCIENCES HOLDINGS, INC.
By: /s/ MICHAEL WILHELM
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Michael Wilhelm
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael Wilhelm as his true and lawful
attorney-in-fact and agent, with full power of substitution for him in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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
dates indicated.
SIGNATURE TITLE DATE
/s/ MICHAEL WILHELM Chief Executive Officer and Director September 8, 2006
--------------------- (Principal Executive Officer)
Michael Wilhelm
/s/ JOHN FERMANIS Chief Financial Officer September 8, 2006
--------------------- (Principal Accounting Officer)
John Fermanis
/s/ THEODORE STAAHL Director September 8, 2006
---------------------
Theodore Staahl
/s/ HAL SIEGEL Director September 8, 2006
---------------------
Hal Siegel
EXHIBIT INDEX
Exhibit
Numbers Description
---------------- ------------------------------------------------------------
4.1 2003 Stock Option, Deferred Stock and Restricted Stock Plan
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.2 Form of Stock Option Agreement (Employee) (incorporated
herein by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 (File No. 333-113511)
filed with the Securities and Exchange Commission on March
11, 2004).
4.3 Form of Stock Option Agreement (Executive) (incorporated
herein by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (File No. 333-113511)
filed with the Securities and Exchange Commission on March
11, 2004).
4.4 Form of Stock Option Agreement (Super Executive)
(incorporated herein by reference to Exhibit 4.4 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.5 Form of Stock Option Agreement (Other) (incorporated herein
by reference to Exhibit 4.5 to the Registrant's Registration
Statement on Form S-8 (File No. 333-113511) filed with the
Securities and Exchange Commission on March 11, 2004).
4.6 Form of Restricted Stock Award Agreement (Employee)
(incorporated herein by reference to Exhibit 4.6 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.7 Form of Restricted Stock Award Agreement (Executive)
(incorporated herein by reference to Exhibit 4.7 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.8 Form of Restricted Stock Award Agreement (Super Executive)
(incorporated herein by reference to Exhibit 4.8 to the
Registrant's Registration Statement on Form S-8 (File No.
333-113511) filed with the Securities and Exchange
Commission on March 11, 2004).
4.9 Form of Stock Award Agreement (Other) (incorporated herein
by reference to Exhibit 4.9 to the Registrant's Registration
Statement on Form S-8 (File No. 333-113511) filed with the
Securities and Exchange Commission on March 11, 2004).
5.1 Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP.
23.1 Russell Bedford Stefanou Mirchandani LLP.
23.2 Consent of Kirkpatrick & Lockhart Nicholson Graham LLP
(contained in Exhibit 5).