SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COBALIS CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation or Organization)
91-1868007
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(I.R.S. Employer Identification No.)
2445 McCabe Way, Suite 150, Irvine, California 92614
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(Address of Principal Executive Offices)
Contracts and corporate resolutions for the following: Information Technology
consulting and support provided by Mark Rumph; Business counsel regarding
product licensing to other pharmaceutical companies provided by David Filler;
Development of business relationships with pharmaceutical partners provided by
Marty Marion; Intellectual Property, Human Resources, and Information Technology
consulting provided by Bojan Cosic; Employee wages and employee bonus for Chas
Radovich; Financial and accounting services provided by Kevin Pickard; Employee
bonus for Jennifer Padilla; Advice on business strategy and identifying business
development partners provided by Pinchus Gold; Sales and marketing consulting
related to international product launch provided by Marinko Vekov; Legal
services regarding dispute with previous landlord provided by Kelly Johnson;
Legal services regarding lawsuit against International Business Consulting Gmbh
provided by Andrew C. Callari; Web-site design provided by Vesna Petrovic;
Statistical Analysis Plan (SAP) for clinical trials provided by Brad Rosbrook;
Statistical Analysis Plan (SAP) for clinical trials provided by Frank Wadleigh;
Data entry for clinical trials provided by Kathyrn Tsang; Edgarization services
provided by Ryan Neely.
(Full Title of Plans)
Chaslav Radovich
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2445 McCabe Way, Suite 150, Irvine, California 92614
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(Name and Address of Agent for Service)
(949) 757-0001
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(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount Proposed maximum Proposed maximum Amount of
to be registered to be offering price aggregate registration fee
registered(1) per share(2) offering price
-------------------------- ------------------------- ------------------------- --------------------- -------------------
Common Stock,
$.001 par value 606,995 $1.055 $640,379.73 $75.37
========================== ========================= ========================= ===================== ===================
(1) Consists of shares issued pursuant to contracts for the following:
Information Technology consulting and support provided by Mark Rumph; Business
counsel regarding product licensing to pharmaceutical companies provided by
David Filler; Development of business relationships with pharmaceutical partners
provided by Marty Marion; Intellectual Property, Human Resources, and
Information Technology consulting provided by Bojan Cosic; Employee wages and
employee bonus for Chas Radovich; Corporate financial bookkeeping services
provided by Kevin Pickard; Employee bonus for Jennifer Padilla; Business
development and strategy consulting services related to international markets
provided by Pinchus Gold; Sales and marketing consulting related to
international product launch provided by Marinko Vekov; Legal services regarding
dispute with previous landlord provided by Kelly Johnson; Legal services
regarding lawsuit against International Business Consulting Gmbh provided by
Andrew C. Callari; Web-site design provided by Vesna Petrovic; Statistical
Analysis Plan (SAP) for clinical trials provided by Brad Rosbrook; Statistical
Analysis Plan (SAP) for clinical trials provided by Frank Wadleigh; Data entry
for clinical trials provided by Kathryn L. Tsang; Document formatting and
Edgarization services provided by Ryan Neely.
(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 February 15, 2005.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
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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 a duly adopted resolution adopted by the Board of
Directors on January 18, 2005 and February 10, 2005. 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:
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CONSULTANT/EMPLOYEE SHARES SERVICE PROVIDED
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Information Technology consulting and support
Mark Rumph 12,050 services
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Business counsel regarding product licensing
David Filler 80,115 to other pharmaceutical companies
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Development of business relationship with
Marty Marion 30,000 pharmaceutical companies
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Intellectual Property, Human Resources,and
Bojan Cosic 39,000 Information Technology consulting services
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Chas Radovich 143,750 Employee wages and bonus
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Kevin Pickard 50,000 Corporate financial and accounting services
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Jennifer Padilla 2,000 Employee bonus
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Business development and strategy consulting
Pinchus Gold 25,000 related to international markets
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Sales and marketing consulting services
Marinko Vekovic 112,500 related to international product launch
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Developing computerized systems for clinical
Aleksandar Mirkovic 27,600 trial
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Legal services regarding dispute with
Kelly Johnson 30,000 previous landlord
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Legal services regarding lawsuit against
Andrew C. Callari 10,885 International Business Consulting Gmbh
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Vesna Petrovic 6,000 Web-site design
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Statistical Analysis Plan (SAP) for clinical
Brad Rosbrook 2,100 trials
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Statistical Analysis Plan (SAP) for clinical
Frank Wadleigh 2,100 trials
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Kathryn L. Tsang 28,895 Data entry for clinical trials
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Ryan Neely 5,000 Document formatting and Edgarization
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TOTAL 606,995
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The business development, legal, administrative and other services and employee
wages 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.
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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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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We incorporate the following documents by reference in this Registration
Statement:
(a) Our latest Quarterly Report on Form 10-QSB for the period ended
September 30, 2004, filed with the Securities and Exchange Commission on
November 24, 2004, as amended;
(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
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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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:
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; or
o 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.
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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.
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Not applicable.
ITEM 8. EXHIBITS.
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3.1 Articles of Incorporation*
3.2 Bylaws*
3.3 Amendment to Articles of Incorporation*
3.4 Amendment to Articles of Incorporation **
3.5 Amendment to Articles of Incorporation ***
4.1 Invoice for IT consulting and support provided by Mark Rumph
4.2 Conversion agreement regarding invoice for IT consulting and
support provided by Mark Rumph
4.3 Invoices for business counsel services regarding product licensing
provided by David Filler
4.4 Conversion agreement regarding invoices for business counsel services
regarding product licensing provided by David Filler
4.5 Invoice for development of business relationship with
pharmaceutical partners provided by Marty Marion
4.6 Conversion agreement regarding invoice for development of
business relationship with pharmaceutical partners provided by Marty
Marion
4.7 Invoice for Intellectual Property, Human Resources, and
Investor Relations consulting provided by Bojan Cosic
4.8 Conversion agreement regarding invoice for Intellectual
Property, Human Resources, and Investor Relations consulting provided
by Bojan Cosic
4.9 Invoice for bookkeeping consulting services provided by Kevin
Pickard
4.10 Conversion agreement regarding invoice for bookkeeping
consulting services provided by Kevin Pickard
4.11 Contract for business development and strategy consulting services
related to international markets provided by Pinchus Gold
4.12 Contract for sales and marketing consulting services related to
international product launch provided by Marinko Vekovic
4.13 Conversion agreement regarding contract for sales and marketing
consulting services related to international product launch provided by
Marinko Vekovic
4.14 Invoice for development of computerized systems for clinical
trial provided by Aleksandar Mirkovic
4.15 Conversion agreement regarding invoice for development of
computerized systems for clinical trial provided by Aleksandar Mirkovic
4.16 Invoice for legal services regarding dispute with previous
landlord provided by Kelly Johnson
4.17 Conversion agreement regarding invoice for legal services
regarding dispute with previous landlord provided by Kelly Johnson
4.18 Invoice for legal services regarding lawsuit against
International Business Consulting Gmbh provided by Andrew C. Callari
4.19 Conversion agreement regarding invoice for legal services
regarding lawsuit against International Business Consulting Gmbh
provided by Andrew C. Callari
4.20 Invoice for document formatting and Edgarization services
provided by Ryan Neely
4.21 Conversion agreement regarding invoice for document formatting and
Edgarization services provided by Ryan Neely
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4.22 Invoice regarding web-site design provided by Vesna Petrovic
4.23 Conversion agreement re invoice regarding web-site design
provided by Vesna Petrovic
4.24 Invoice regarding Statistical Analysis Plan (SAP) for clinical
trials provided by Brad Rosbrook and Frank Wadleigh
4.25 Conversion agreement re invoice regarding Statistical
Analysis Plan (SAP) for clinical trials provided by Brad Rosbrook Frank
Wadleigh
4.26 Contract for data entry services for clinical trials provided
by DataMed Devices, LLC
4.27 Conversion agreement regarding contract for data entry services
for clinical trials provided by DataMed Devices, LLC
4.28 Corporate resolution re employee wages and bonus provided by Chas
Radovich and employee bonus provided by Jennifer Padilla, remaining
consultants
4.29 Corporate resolution re document formatting services and Edgarization
provided by Ryan Neely
4.30 Consulting agreement with Marinko Vekovic.
5 Opinion of Abrams, Garfinkel, Margolis, Bergson, LLP.
23.1 Consent of Abrams, Garfinkel, Margolis, Bergson, LLP. ****
23.2 Consent of Stonefield Josephson
* 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
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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.
5
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 15th day of February 2005.
COBALIS CORP., a Nevada corporation
/s/ Chas Radovich
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Chas Radovich
President, Secretary, Treasurer, Chief
Executive Officer, Chief Financial Officer
/s/ Ernest Armstrong
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Ernest Armstrong,
Vice President Business Development
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 February 15, 2005, 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
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Chaslav Radovich
Director
/s/ Radul Radovich
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Radul Radovich
Director
/s/ Kevin Prendiville
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Kevin Prendiville
Director
/s/ Ernest Armstrong
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Ernest Armstrong
Director
/s/ Lawrence May
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Lawrence May
Director
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