|
Bermuda
(State
or other jurisdiction
of
incorporation or organization)
|
Clarendon
House
Hamilton
Bermuda
(850)
653-2732
(Address
and telephone number
of
principal executive offices)
|
None
(IRS
Employer
Identification
No.)
|
|
Herbert
D. Haughton, Esq.
Igler
& Dougherty, P.A.
2457
Care Drive
Tallahassee,
Florida 32308
Telephone:
(850) 878-2411
Facsimile:
(850) 878-1230
|
|
Title
of securities to be registered
|
Amount
to be Registered
|
Proposed
Maximum Offering Price Per Share (1)
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
||||
|
Common
Stock $0.12
par
value
|
2,300,000
shares
|
$0.68
|
$1,564,000
|
$167.35
|
|
(1)
|
Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(h), based on the average of the price of the common stock
sold on
April 17, 2006 as reported on the Over-the-Counter Bulletin Board
on April
18, 2006.
|
| 1. |
Coastal’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2005;
|
|
Exhibit
No.
|
Description
of Exhibit
|
|
|
5.0
|
Opinion
of Igler & Dougherty, P.A.
|
|
|
10(k)
|
2005
Employees’ Incentive Stock Option and Limited Rights Plan (included as
Appendix “A” to Coastal’s Proxy Statement filed with the Securities and
Exchange Commission on November 3, 2005.)
|
|
|
23.0
|
Consent
of Igler & Dougherty, P.A. (contained in Exhibit
5.0)
|
|
|
23.1
|
Consent
of James Moore & Co., P.L.
|
|
|
23.2
|
Consent
of Baumann,
Raymondo & Company PA.
|
|
|
24.0
|
Power
of Attorney - included in the Signature Page of this Registration
Statement.
|
| (A) |
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
of 1933 (the “Securities Act”);
|
| (ii) |
To
reflect in the prospectus any facts or events arising 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 set forth in this 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) under the Securities Act, 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
|
|
(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; provided,
however, that the undertakings set forth in paragraphs(1)(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 by the registrant pursuant to Section 13 or Section
15(d) of
the Securities Exchange Act of 1934 (the “Exchange Act”) that are
incorporated by reference in this 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 at that time 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.
|
|
(B)
|
The
undersigned Registrant hereby undertakes, that, for purpose of determining
any liability under the Securities Act, each filing of the Registrant’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 an
initial
bona fide offering thereof.
|
|
(C)
|
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 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 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 Registrant of expenses incurred or paid by
a
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
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 Act and will be governed by the
final
adjudication of such issue.
|
| By : /s/ Phillip W. Ware | |||
|
Phillip
W. Ware
Chief
Executive Officer, President &
Principal
Accounting Officer
|
|
Signature
|
Title
|
Date
|
|
/s/
Phillip W. Ware
Phillip
W. Ware
|
President,
Chief Executive Officer & Principal Accounting Officer
|
April
19, 2006
|
|
/s/
Robert J. Angerer, Sr.
Robert
J. Angerer, Sr.
|
Chairman
of the Board
|
April
19, 2006
|
|
/s/
Matthew D. Cannon
Matthew
D. Cannon
|
Director
|
April
20, 2006
|
|
/s/
Herbert D. Haughton
Herbert
D. Haughton
|
Director
|
April
20, 2006
|
|
/s/
Anthony F. Randazzo
Anthony
F. Randazzo
|
Director
|
April
20, 2006
|
|
|
||
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