forms8.htm
As
filed
with the Securities and Exchange Commission on December 20, 2007
Registration
No. 333-________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
U.S.
ENERGY INITIATIVES CORPORATION
(Exact
name of registrant as specified in its charter)
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Georgia
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58-2267238
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(State
or other jurisdiction of
incorporation or organization)
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(IRS
Employer Identification No.)
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12812
Dupont Circle, Tampa, Florida
33626
(Address
of principal executive offices) (Zip Code)
2007
Stock Incentive Plan - B
(Full
title of plan)
Philip
M.
Rappa
Chief
Executive Officer
U.S.
Energy Initiatives Corporation
12812
Dupont Circle
Tampa,
Florida 33626
(813)
979-9222
(Telephone
number, including area code, of agent for service)
With
a
copy to:
Darrin
M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
CALCULATION
OF REGISTRATION FEE
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Title
of Securities
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Amount
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Proposed
Maximum
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Proposed
Maximum
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Amount
of
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to
be
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to
be
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Offering
Price
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Aggregate
Offering
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Registration
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Registered
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Registered
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Per
Share(1)
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Price
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Fee
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Common
Stock
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10,000,000
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$0.0225
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$225,000
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$6.91
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(1) Computed
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for
the purpose of calculating the registration fee and not as a representation
as
to any actual proposed price. The offering price per share, maximum aggregate
offering price and registration fee is based upon the last sale price on the
over the counter bulletin board of $0.0225 on December 19, 2007.
PART
I
Item
1. Plan Information.
The
documents
containing the information specified in Item 1 will be sent or given to
participants in the Plan as specified by Rule 428(b)(1) of the Securities Act
of
1933, as amended (the "Securities Act"). Such documents are not required to
be
and are not filed with the Securities and Exchange Commission (the "SEC") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual
Information.
Upon
written
or oral request, any of the documents incorporated by reference in Item 3 of
Part II of this Registration Statement (which documents are incorporated by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
Philip
M.
Rappa
Chief
Executive Officer
U.S.
Energy Initiatives Corporation
12812
Dupont Circle
Tampa,
Florida 33626
(813)
979-9222
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference into this Registration Statement
the
documents listed below. In addition, all documents subsequently filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the “Exchange Act”), prior to the filing of a post-effective amendment which
indicates that all securities offered 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 hereof from the
date
of filing of such documents:
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·
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Reference
is made to the Registrant's quarterly report on Form 10-QSB for the
period
ending September 30, 2007, as filed with the SEC on November 19,
2007
(file no. 000-51789), which is hereby incorporated by
reference.
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·
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Reference
is made to the Registrant's quarterly report on Form 10-QSB for the
period
ending June 30, 2007, as filed with the SEC on August 14, 2007 (file
no.
000-51789), which is hereby incorporated by
reference.
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·
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Reference
is made to the Registrant's quarterly report on Form 10-QSB for the
period
ending March 31, 2007, as filed with the SEC on May 22, 2007 (file
no.
000-51789), which is hereby incorporated by
reference.
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Reference
is made to the Registrant's annual report on Form 10-KSB for the
year
ended December 31, 2006, as filed with the SEC on April 26, 2007
(file no.
000-51789), which is hereby incorporated by
reference.
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Reference
is made to the Registrant’s current report on Form 8-K as filed with the
SEC on December 12, 2007, which is incorporated herein by
reference.
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·
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The
description of the Registrant's common stock is incorporated by reference
to the Registrant's registration statement on Form 8-A12G, as filed
with
the SEC on February 7, 2006, including all amendments and reports
filed
with the Commission for the purpose of updating such description
which is
hereby incorporated by reference.
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Item
4. Description of Securities.
Not Applicable
Item
5. Interests of Named Experts and Counsel.
The
validity
of the shares of common stock offered hereby will be
passed upon for the Registrant by
Sichenzia Ross Friedman Ference LLP, New York, New York.
Certain
members of Sichenzia Ross Friedman Ference LLP will receive shares of common
stock of the Registrant under this registration statement to be issued as
compensation for legal services performed on behalf of the
Registrant.
Item
6. Indemnification of Directors and Officers.
We
are
organized under the laws of the State of Georgia and are governed by the Georgia
Business Corporation Code, as in effect or hereafter amended ("Corporation
Code"). Section 14-2-852 of the Corporation Code requires that we indemnify
a
director "who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he or she was a party because he or she was a
director of the corporation against reasonable expenses incurred by a director
in connection with the proceeding." Section 14-2-857 of the Corporation Code
requires that a corporation indemnify officers under the same
standard.
Section
14-2-851 of the Corporation Code provides that we may indemnify a director
or
officer who is a party to a proceeding against liability incurred in the
proceeding if (i) the director or officer conducted himself or herself in good
faith; and (ii) the director or officer reasonably believed: (A) in the case
of
conduct in his or her official capacity, that such conduct was in the best
interests of the corporation; (B) in all other cases, that such conduct was
at
least not opposed to the best interests of the corporation; and (C) in the
case
of any criminal proceeding, that the individual had no reasonable cause to
believe such conduct was unlawful.
In
addition,
we have the power, in our by-laws or in any resolution of our stockholders
or
directors, to undertake to indemnify our officers and directors of ours against
any contingency or peril as may be determined to be in our best interest and
in
conjunction therewith, to procure, at our expense, policies of insurance. At
this time, no statute or provision of the by-laws, any contract or other
arrangement provides for insurance or indemnification of any of our controlling
persons, directors or officers that would affect his or her liability in that
capacity.
Insofar
as
indemnification for liabilities arising under the Securities Act of 1933 may
be
permitted to directors, officers or persons controlling us 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 Securities Act of 1933 and is, therefore,
unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
EXHIBIT
NUMBER EXHIBIT
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4.1 |
2007
Stock Incentive Plan |
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5.1 |
Opinion
of Sichenzia Ross Friedman Ference LLP |
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23.1 |
Consent
of Brimmer, Burek & Keelan LLP |
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23.2 |
Consent
of Sichenzia Ross Friedman Ference LLP (contained in Exhibit
5.1) |
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24.1
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Power
of Attorney (included in the Signature Page)
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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
of 1933;
(ii) 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 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement;
(iii) 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)(i), and (1)(ii) do not apply if the
Registration Statement is on Form S-8 and if the information required to
be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant
to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of
1933,
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.
(4) That,
for purposes of determining any liability under the Securities Act of 1933,
each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(5) That,
for the purpose of determining liability under the Securities Act of 1933
to any
purchaser:
(A) Each
prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed prospectus
was
deemed part of and included in the registration statement;
and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act
of
1933 shall be deemed to be part of and included in the registration statement
as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in
the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date.
(6)
That,
for the purpose of determining liability of a Registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities,
each
undersigned Registrant undertakes that in a primary offering of securities
of an
undersigned Registrant pursuant to this registration statement, regardless
of
the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to
the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of an undersigned Registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf
of an
undersigned Registrant or used or referred to by an undersigned
Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about an undersigned Registrant or its securities provided
by or on behalf of an undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by an undersigned
Registrant to the purchaser.
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 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.
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 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
Tampa, State of Florida, on this 20th day of
December 2007.
U.S.
ENERGY INITIATIVES CORPORATION
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By:
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/s/ Philip
M. Rappa |
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Name Philip
M. Rappa |
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Title Chief
Executive Officer
(Principal
Executive Officer)
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By:
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/s/ Michelle
Hamiltom |
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Name Michelle
Hamilton |
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Title Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Philip Rappa
and
Michelle Hamilton his or her true and lawful attorney in fact and agent, with
full power of substitution and resubstitution, for him or her and in his or
her
name, place and stead, in any and all capacities, to sign any or all amendments
(including post effective amendments) to the Registration Statement, and to
sign
any registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under
the
Securities Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto 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, each acting alone, or his or her 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.
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SIGNATURE
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TITLE
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DATE
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/s/
Phillip M. Rappa
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Phillip
M. Rappa
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Chief
Executive Officer (Principal Executive Officer)
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December
20, 2007
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/s/
Michelle Hamilton
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Michelle
Hamilton
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Chief
Financial Officer (Principal Financial and Accounting
Officer)
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December
20, 2007
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/s/
John Stanton
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John
Stanton
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Chairman
of the Board
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December
20, 2007
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/s/
Mark Clancy
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Mark
Clancy
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Director
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December
20, 2007
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