U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED
GENEMAX CORP
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0277072
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
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(Address of Principal Executive Offices)
N/A
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(Former name, address and fiscal year, if
changed since last report)
Stock Option Plan for GeneMax Corp.
(Full title of the plan)
Diane D. Dalmy
Attorney at Law
8965 W. Cornell Place
Lakewood, Colorado 80227
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(Name and address of agent for service)
303.985.9324
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(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
To be to be price offering registration
Registered Registered per share price fee
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(1) (2)
Common Stock 500,000 $1.00 $500,000 $ 46.00
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(1)
Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act of 1933, as amended. The Proposed
Maximum Offering Price Per Share was determined by the Board of Directors and
set contractually. As of the date of this Registration Statement, 3,570,000
Stock Options have been issued.
(2)
This Registration Statement relates to such indeterminate number of additional
shares of Common Stock of GeneMax Corp. (the "Company") as may be issuable as a
result of stock splits, stock dividends or similar transactions.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed with or furnished to the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:
(i) the latest annual report of the Company filed on Form 10-KSB pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(ii) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report on Form 10-K referred to in (a) above.
(iii) the registration statement of the Company filed on Form 10-SB pursuant to
Section 12(g) of the Exchange Act.
(iv) The description of securities which is contained in the registration
statement on Form 10-SB filed by the Company pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either indicates that all securities offered have been sold or
deregisters 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. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities being registered will be passed upon by Diane D.
Dalmy, Esq., General Counsel to the Company, 8965 W. Cornell Place, Lakewood,
Colorado 80227.
None of the experts named in the Registration Statement as having prepared or
certified a report or counsel for the Company named in the Registration
Statement as having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration of
offering of such securities have or will receive in connection with the offering
a substantial interest, direct or indirect, in the Company or its subsidiary, if
any, nor was connected with the Company or its subsidiary, if any, as a
promoter, managing underwriter, voting trustee, director, officer or employee.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada Revised Statutes contains provisions for
indemnification of the officers and directors of the Company. Nevada law
provides for indemnification (which may eliminate any personal liability of a
director to the Company or its shareholders for monetary damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company. A director or officer may
be indemnified as to any matter in which he successfully defends himself.
The officers and directors of the Company are accountable to the shareholders of
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs.
A shareholder may be able to institute legal action on behalf of himself and all
other similarly situated shareholders to recover damages where the Company has
failed or refused to observe the law. Shareholders may, subject to applicable
rules of civil procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the Company due to a
breach of a fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.
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 or 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.
The Company has no agreements with any of its directors or executive officers
providing for indemnification of any such persons with respect to liability
arising out of their capacity or status as officers and directors.
At present, there is no pending litigation or proceeding involving a director or
executive officers of the Company as to which indemnification is being sought.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
In the event certain Stock Options issued under the Stock Option Plan are not
registered pursuant to this Registration Statement, the shares of Common Stock
to be issued pursuant to an exercise of such Stock Option shall be issued in
reliance upon the exemption from the registration requirements of the Securities
Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".
In such event, each optionee, as a condition of exercise, shall represent,
warrant and agree in a form of written certificate approved by the Company that
(i) all shares of Common Stock are being acquired solely for his own account and
not on behalf of any other person or entity; (ii) no shares of Common Stock will
be sold or otherwise distributed in violation of the Securities Act of 1933, as
amended, or any other applicable federal or state securities laws; (iii) if he
is subject to reporting requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended, he will (a) furnish the Company with a copy of
each Form 4 filed by him and (b) timely file all reports required under the
federal securities laws; and (iv) he will report all sales of shares of Common
Stock to the Company in writing.
ITEM 8. EXHIBITS
The following documents are filed as exhibits to this Registration Statement:
5.1 Opinion of Diane D. Dalmy, as counsel to the Company, regarding the legality
of the securities being registered.
23.1 Consent of Diane D. Dalmy, as counsel to the Company, included in the
Opinion as exhibit 5.1.
23.2 Consent of LaBonte & Co. as independent public accountants.
99.1 Stock Option Plan.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes to deliver or cause to be delivered
with the prospectus to each employee to whom the prospectus is sent or given a
copy of the registrant's annual report to stockholders for its last fiscal year,
unless such employee otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.
The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
The undersigned registrant hereby undertakes (i) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement, if applicable, 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; (ii) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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; and (iii) 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 undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan 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 under the Securities Act 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 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 or 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Blaine, State of Washington, on July 17, 2002.
GENEMAX CORP.
By: /s/ Ronald L. Handford
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Ronald L. Handford
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following person in the capacity
and on the date indicated.
Signature Title Date
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/s/ Ronald L. Handford Director July 9, 2003
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Ronald L. Handford
/s/ Dr. Wilfred Jefferies Director July 9, 2003
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Dr. Wilfred Jefferies
/s/ Dr. Karl E. Hellstrom Director July 9, 2003
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Dr. Karl E. Hellstrom
/s/ Grant R. Atkins Director July 9, 2003
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Grant R. Atkins