U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NUWAY MEDICAL, INC.
_________________________
(Exact name of registrant as specified in charter)
Delaware 65-0159115
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CT Corporation
818 West 7th Street
Los Angeles, California 90017
23461 South Point Drive, Suite 200 Telephone (213) 627-8252
Laguna Hills, California 92653 Facsimile (213) 614-9347
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(Address of Registrant's Principal (Name, address and telephone
Executive Offices) number of agent for service)
2003 STOCK COMPENSATION PLAN
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(Full title of the plan)
Copies of all communications to:
818 West 7th Street
Los Angeles, California 90017
Facsimile (213) 614-9347
Calculation of Registration Fee
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate Amount of
to be registered registered share offering price registration fee
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Common Stock 15,000,000(1) $0.12(2) $1,800,000(2) $165.60
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) The proposed maximum offering price per share of Common Stock and the
proposed maximum aggregate offering price are calculated solely for the purpose
of determining the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933. The fee for the shares being registered is based upon a 20% off the
price of $0.15 per share, which was the closing bid price of the Common Stock on
February 14, 2003, as reported on by Nasdaq.
TABLE OF CONTENTS
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PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
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Item 1. Plan Information
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Item 2. Registrant Information and Employee Plan Annual Information
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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Item 4. Description of Securities
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Item 5. Interests of Named Experts and Counsel
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Item 6. Indemnification of Directors and Officers
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Item 7. Exemption for Registration Claimed
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Item 8. Exhibits
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Item 9. Undertakings
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SIGNATURES
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EXHIBIT 4
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EXHIBIT 5
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EXHIBIT 23.1
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EXHIBIT 23.2
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EXHIBIT 24
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
See Item 2 below.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents containing the information specified in Part I, Items 1 and 2,
will be delivered to each of the participants in accordance with Form S-8 and
Rule 428 promulgated under the Securities Act of 1933. 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 the 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.
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to 23461 South Point Drive, Suite 200, Laguna Hills, California 92653.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company under the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 2001 as filed on April 12, 2002.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the financial statements
contained in the Form 10-KSB referred to in (a) above.
In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, 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.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently filed document which
is also incorporated by reference herein modified or superseded such statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Other than as set forth below, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.
Marc R. Tow & Associates, have given an opinion on the validity of the
securities being registered hereunder. Principals in this law firm are eligible
to receive shares of the Company's common stock pursuant to this Form S-8
registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation, as amended, limits the liability of its
directors to the fullest extent permitted by the Delaware General Corporation
law. Specifically, the directors will not be personally liable for monetary
damages for breach of fiduciary duty as directors, except for liability (i) for
any breach of the duty of loyalty to us or our shareholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the General Corporation Law of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.
The bylaws of the Company provide for the indemnification of the officers and
directors to the maximum extent permitted by Delaware law
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.
ITEM 9. UNDERTAKINGS
The undersigned Company 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;
(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.
(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) The undersigned registrant hereby undertakes 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 Section 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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission such
indemnification 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 that 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 of the Company in the successful
defense of that 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 of 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, 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 City of Laguna Hills, State of California, on February 26, 2003.
NUWAY MEDICAL, INC.
/s/ Dennis Calvert
Dennis Calvert, President
SPECIAL POWER OF ATTORNEY
The undersigned constitute and appoint Dennis Calvert their true and lawful
attorney-in-fact and agent with full power of substitution, 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 Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
such attorney-in-fact the 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 and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact 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:
Signature Title Date
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/s/ Dennis Calvert President/Treasurer February 26, 2003
--------------------- (principal financial and accounting
Dennis Calvert officer)/ Director
/s/ Joseph L. Provenzano
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Joseph L. Provenzano Director February 26, 2003
EXHIBIT INDEX
Exhibit No. Description
4 2003 Stock Compensation Plan, dated February 14, 2003 (filed herewith).
5 Opinion Re: Legality (filed herewith).
23.1 Consent of Accountants (filed herewith).
23.2 Consent of Counsel (included in Exhibit 5).
24 Special Power of Attorney (see signature page).