As filed with the Securities and Exchange Commission on February 14, 2002.
REGISTRATION STATEMENT NO. 333-_______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARMITEC, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 22-2435595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4479 Atlanta Road
Smyrna, Georgia 30080
(404) 261-8944
(Address of Principal Executive Office, including Zip Code)
Consulting Agreements
(Full Title of the Plans)
Mr. Bruce R. Davis, President and CEO
4479 Atlanta Road
Smyrna, Georgia 30080
(404)261-8944
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Robert E. Altenbach, Esq.
Greenberg Traurig LLP
Suite 400
3290 Northside Parkway
Atlanta, Georgia 30327
(678) 553-2100
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Title of Amount Proposed maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per unit offering price fee
--------------------------------------------------------------------------------
Common Stock,
$0.00167 par
value 2,725,000 $0.075 $204,375 $18.39
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2 Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section 10(a) Prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Armitec, Inc. (the "Company"), with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, filed with the Commission on July 3,
2001;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2001, filed with the Commission on July 5,
2001;
(c) The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2001, filed with the Commission on August 14,
2001;
(d) The Company's Amended Quarterly Report on Form 10-QSB/A filed
with the Commission on August 28, 2001;
(e) The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2001, filed with the Commission on
November 12, 2001;
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been issued or which deregisters all securities offered then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement, including financial statements, contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superceded for the purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts or Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company has authority under Section 145 of the General Business Act
of Delaware (the "DBCA") to indemnify its directors and officers to the extent
provided for in such statute. The Company's Certificate of Incorporation permits
indemnification of directors and officers to the fullest extent permitted by
law.
The DBCA provides in part that a corporation may indemnify a director
or officer or other person who was, is or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a director,
officer, employee or agent of the corporation, if it is determined that such
person (a) conducted himself in good faith; (b) reasonably believed, in the case
of conduct in his official capacity as a director or officer of the corporation,
that his conduct was at least not opposed to the corporation's best interests;
and (c) in the case of any criminal proceeding, had no reasonable cause to
believe that his conduct was unlawful.
A corporation may indemnify a person under the DBCA against judgments,
penalties, (including excise and similar taxes) fines, settlements, and
reasonable expenses actually incurred by the person in connection with the
proceeding. If the person is found liable to the corporation or is found liable
on the basis that personal benefit was improperly received by the person, the
indemnification is limited to reasonable expenses actually incurred by the
person in connection with the proceeding, and shall not be made in respect of
any proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the corporation.
A corporation may also pay or reimburse expenses incurred by a person
in connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.
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The effect of these provisions is to eliminate the rights of the
Company and its shareholders (through shareholders' derivative suits on behalf
of the Company) to recover monetary damages against an officer or director for
breach of fiduciary duty as an officer or director (including breaches resulting
from grossly negligent behavior), except in the situations described above.
These provisions will not limit the liability of directors or officers under the
federal securities laws of the United States. The foregoing summary of the
Company's Certificate of Incorporation, as amended, is qualified in its entirety
by reference to the relevant provisions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Greenberg Traurig, LLP
23.1 Consent of Braverman & Company, P.C.
23.2 Consent of Greenberg Traurig LLP (contained in Exhibit 5.1)
99.1 Consulting Agreement with Michael Price
99.2 Consulting Agreement with Donald C. Carman
99.4 Warrant Issued to Michael Price
Item 9. Undertakings.
The Company hereby undertakes that it will:
(a) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental
change in the information 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 twenty
percent (20%) change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
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(iii) Include any additional or changed material
information on the plan of distribution;
provided, however, that the undertakings set forth in
paragraph (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section
13(a) or 15(b) of the Exchange Act that are incorporated by
reference in this Registration Statement;
(b) For determining liability under the Securities Act, treat each
such post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering;
(c) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's Annual Report
pursuant to Section 13(a) or 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
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of 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 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.
[Remainder of page intentionally left blank.]
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SIGNATURES
The Registrant. 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 Atlanta, State of Georgia, on February 12, 2002.
ARMITEC, INC.
/s/ Bruce R. Davis
-------------------------------
Bruce R. Davis, Chairman and CEO
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bruce R. Davis his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, 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 all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she 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 date indicated.
NAME TITLE DATE
/s/ Bruce R. Davis
------------------- Chairman, CEO, Chief Financial February 12 , 2002
Bruce R. Davis Officer and Director -------------------
/s/ Sandra Davis
------------------- Director February 12 , 2002
Sandra Davis -------------------
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