Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
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S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,”“accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
Accelerated
filer
Non-accelerated
filer (Do not check if a smaller reporting company)
Smaller
reporting company
CALCULATION
OF REGISTRATION FEE
Title
of securities to
be
registered
Amount
to
be
registered
Proposed
maximum offering
price
per
share
Proposed
maximum aggregate
offering
price
Amount
of
registration
fee
Common Stock,
$.001 par value
3,000,000
shares
$1.70
$5,100,000
$213.18
____________________
(1)
Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the bid
and
asked prices of the Company's common stock as reported within five business
days
prior to the date of this filing.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1.
PLAN
INFORMATION.
General.
The Board of Directors adopted the 2008 Stock Option, SAR and Stock Bonus Plan
(the “Plan”) which authorized the Company through the Committee that administers
the Plan (the "Committee") to grant non-qualified stock options with or without
stock appreciation rights, SAR's and stock bonuses to directors, officers,
employees, and consultants of the Company. There are 3,000,000 shares of Common
Stock of the Company available for grant to participants designated by the
Committee under the Plan. A description of the Plan appears below.
Description
of the Plan. The Board of Directors has determined that it is necessary to
retain directors, officers, employees, and consultants and to provide
compensation and additional incentives for them. The Plan permits the Committee
the right to grant non-qualified stock options ("Stock Options") with or without
stock appreciation rights ("SAR’s"), SAR’s and stock bonuses. The Board believes
that the best interest of the Company will be served by combining the
availability of both Stock Option s and SAR’s in certain instances
The
Committee. The Plan provides for the granting by the Committee of Options (with
or without SAR’s) and stock bonuses to directors, officers, employees, and
consultants of the Company. The shares subject to the Plan will be registered
at
the Company's expense pursuant to the Securities Act of 1933, as amended (the
"Act"), and applicable state securities acts, or will be issued by the Company
pursuant to exemptions from the registration requirements of the Act and
applicable state securities acts. The Plan is administered by the Committee
composed of at least one member of the Board of Directors. The Committee
administers and interprets the Plan and has authority to grant Options and
stock
bonuses to all eligible persons and determines at the time the Option is granted
the number of shares granted under and the type of each Option or bonus, the
purchase price, the option period and whether SAR’s granted thereunder or at the
time of exercise of the Option. Mr. Hilary Vieira has been appointed as the
initial member of the Committee.
Stock
Options. The Plan provides for the issuance of non-qualified Stock Options
which
may be with or without SAR’s, to consultants of the Company at any time prior to
midnight August 10, 2013, for the purchase of shares of the Company's Common
Stock from the 3,000,000 shares which have been set aside for such purpose.
The
Committee may grant Stock Options with or without SAR’s for such number of
shares to eligible participants as the Committee from time to time shall
determine and designate. Shares involved in the unexercised portion of any
terminated or expired Option may again be subjected to Options, provided that
to
the extent any Option in whole or in part is surrendered as the result of the
exercise of a SAR, the shares subject to the surrendered portion of the Option
will no longer be available for use under the Plan.
The
Committee is vested with discretion in determining the terms, restrictions
and
conditions of each Option. The option price of the Common Stock to be issued
under the Plan will be determined by the Committee, provided such price may
not
be less than 85% of the fair market value of the shares on the date of grant.
The fair market value of a share of the Company's Common Stock will be
determined to be the closing price for such share on the date of grant in the
over-the-counter market (NASD Electronic Bulletin Board) or other market upon
which the Common Stock of the Company actively trades..
Options
granted under the Plan are exercisable in such amounts, at such intervals and
upon such terms as the Committee shall provide in such Option. Upon the exercise
of a Stock Option, the option price must be paid in full, in cash or in Common
Stock of the Company or a combination of cash and Common Stock of the
Company.
Stock
Options granted under the Plan may not be exercised until six months after
the
date of the grant and rights under an SAR may not be exercised until six months
after SAR’s are attached to an Option if not attached at the time of the grant,
except in the event of death or disability of the participant. Options are
exercisable only by participants while actively employed as a consultant by
the
Company or a subsidiary except in the case of death or disability. In the case
of disability and to the extent otherwise exercisable, Options may be exercised
at any time within one year after the occurrence of disability. The personal
representative of a deceased participant shall have one year from the date
of
death (but not beyond the expiration date of the Option) to exercise the
exercisable portion of such Option to the extent that it has accrued on the
date
of death. If a Participant's employment as a consultant by the Company or its
subsidiary terminates for any reason other than death or disability, any Option
granted to such participant shall immediately terminate. However, a disabled
participant or any other participant upon the occurrence of other special
circumstances may, with the consent of the Committee, exercise an Option if
the
disability or other event causing termination of employment as consultant
occurred on or after the six-month period following the date of grant,
notwithstanding the fact that all installments with respect to such Option
had
not accrued at such date. If a participant dies or terminates as a consultant
with the Company or its subsidiary by disability within the aforesaid six-month
waiting period, the Committee may permit the personal representative of such
deceased participant or the disabled participant to exercise any portion of
an
Option previously granted to such deceased or disabled participant. No Option
may be exercisable after midnight August 10, 2013. Subject to such conditions,
Options will become exercisable by the participants in such amounts and at
such
times as shall be determined by the Committee in each individual grant. Options
are not transferable except by will or by the laws of descent and
distribution.
Stock
Appreciation Rights. Except in the case of death or disability, a SAR may not
be
exercised until six months after the date of grant but thereafter may be
exercised and will terminate at such time as the Committee determines. SAR’s are
exercisable only upon surrender of part or all of the related Option to which
they are attached. SAR’s also terminate upon termination of the related Option.
They may be exercised only by participants while employed as a consultant by
the
Company or its subsidiary, under the same terms and conditions as the Stock
Options and like such Options, death or disability provide exceptions. See
"Stock Options " above. A participant who terminates employment as a consultant
by reason of disability or death within the six-month period following the
date
of grant of a SAR will automatically lose the SAR as well as the related Stock
Option. However, a disabled participant, or any other participant upon the
occurrence of other special circumstances, may, with the consent of the
Committee, exercise a SAR if the disability or other event causing termination
of employment as a consultant occurred on or after the six-month period
following the date of grant notwithstanding the fact that all installments
with
respect to such SAR had not accrued as of such date. If a participant dies
or
becomes disabled which causes termination of employment as a consultant within
the aforesaid six-month waiting period, the Committee may permit the personal
representative of such deceased participant or the disabled participant to
exercise any portion of a SAR previously granted to such deceased or disabled
participant. Upon the exercise of a SAR, the holder is entitled (subject to
the
Committee's approval) to receive the excess of the fair market value of the
shares for which the right is exercised over the option price under the related
Option.
The
Committee has the authority to determine whether the value of the SAR is paid
in
cash or shares of Common Stock or both and whether or not the SAR may be
exercised by the participant. The Committee may deny the exercise of the SAR,
if
in the Committee's opinion, the performance by the participant is unsatisfactory
or the conduct of the participant has been detrimental to the Company or one
of
its subsidiaries. The Committee has no authority to deny the exercise of the
underlying Stock Option pursuant to the terms of the grant.
The
utilization of SAR’s will require a charge to the Company's operations for each
year for the appreciation of the rights which are anticipated will be exercised.
The amount of a charge is dependent upon whether and the extent to which such
rights are granted, and the amount, if any, by which the fair market value
of
the Company's Common Stock exceeds the option price provided for in the related
Stock Option. A similar charge will be made for Stock Options without
SAR’s.
Adjustments.
The total number of shares of the Company's Common Stock which may be purchased
through all classes of Options under the Plan and the number of shares subject
to outstanding Options and the related option prices will be adjusted in the
cases of changes in capital structure resulting from a stock dividend,
recapitalization, stock split, consolidation, reorganization, combination,
liquidation, stock dividend or similar transaction, except a dissolution or
liquidation of the Company or a merger or consolidation in which the Company
is
not the surviving or the resulting corporation (except a reorganization which
has the effect of changing the Company's place of organization) will cause
the
Plan and any Option or SAR granted thereunder to terminate upon the effective
date of such dissolution, liquidation, merger or consolidation.
Termination
and Amendment. The Plan terminates as of midnight on July 28, 2007, but prior
thereto may be altered, changed, modified, amended or terminated by written
amendment approved by the Board of Directors. Provided, that no action of the
Committee may, without the approval of Board of Directors, increase the total
amount of Common Stock which may be purchased under Options granted under the
Plan; withdraw the administration of the Plan from the Committee; amend or
alter
the option price of Common Stock under the Plan; or change the manner of
computing the spread payable by the Company to a participant upon the exercise
of a SAR. No amendment, modification or termination of the Plan shall in any
manner adversely affect any Option theretofore granted under the Plan without
the consent of the optionee except as described under "Adjustments"
above.
Federal
Income Tax Consequences For U.S. Citizens and U.S. Residents. A participant
receiving a Stock Option under the Plan will not be in receipt of U.S. income
under the Code and the applicable Treasury Regulations thereunder, upon the
grant of the Option. However, he will realize income at the time the Option
is
exercised in an amount equal to the excess of the fair market value of the
Common Stock acquired on the date of exercise. The amount of income realized
by
a participant will be treated as ordinary income, and the Company will be
entitled to deduct that same amount. The tax basis of any Common Stock received
by a participant will be its fair market value on the exercise
date.
The
granting of Stock Options with SAR’s will not produce income under the Code and
the applicable Treasury Regulations to the participant or and will not result
in
a tax deduction to the Company. Upon exercise of such rights, any cash a
participant receives and the fair market value on the exercise date of any
Common Stock received will be taxable to the participant as ordinary income.
The
amount of income recognized by a participant will be deductible by the Company.
The tax basis of any Common Stock received by a participant will be its fair
market value on the exercise date.
ITEM
2.
Registrant
Information and Employee Plan Annual
Information.
The
document(s) containing the information specified in Part I of Form S-8 will
be
sent or given to participants as specified by Rule 428(b)(1) promulgated by
the
Securities and Exchange Commission (the "Commission") under the Securities
Act
of 1933 (the "Securities Act"). Such document(s) are not being filed with the
Commission, but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities
Act.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3.
Incorporation
of Documents by Reference.
The
following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:
(a)
The
Company's Form 10-SB Registration Statement filed by the Company
(SEC File
No. 000-52638) under the Securities Exchange Act of 1934, as amended
(the
"Exchange Act"), with the Commission;
and
(b)
The
Form 10-KSB annual report of the Company for its fiscal year ended
April30, 2008, and the Form 10-QSB and Form 10-Q quarterly reports of
the
Company filed subsequent thereto, and all other reports to be filed
pursuant to Section 13(a) or 15(d) of the Exchange Act
thereafter.
All
of
the above documents and documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Form
S-8 Registration Statement and to be a part thereof from the date of the filing
of such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to
be
modified or superseded for purposes of this Form S-8 Registration Statement
and
the prospectus which is a part hereof (the "Prospectus") to the extent that
a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
or
therein 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 Form S-8 Registration Statement and the
Prospectus.
All
documents incorporated by reference herein will be made available to all
participants without charge, upon written or oral request. Other documents
required to be delivered to participants pursuant to Rule 428(b)(1) under the
Securities Act of 1933 are also available without charge, upon written or oral
request. All requests for documents shall be directed to:
Hilary
Vieira, Chief Executive Officer and President
Stephen
A. Zrenda, Jr., P.C., legal counsel to the Company, will own 50,000 shares
of
the Common Stock of the Company and may own other securities of the Company
in
the future.
ITEM
6.
Indemnification
of Directors and Officers
The
Company is a Nevada corporation. The corporate law of the State of Nevada
provides authority for broad indemnification of officers, directors, employees
and agents of a corporation, with certain specified exceptions.
The
Company's Articles of Incorporation provide that the Company shall have the
power to indemnify its directors, officers, employees and agents to the fullest
extent allowed by the FBC.
At
the
present time, the Company does not have any officer-director liability insurance
although permitted under the Nevada law, nor does the Company have
indemnification agreements with
any
of
its directors, officers, employees or agents.
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to the Registration Statement to: (i) include
any
prospectus required by Section 10(a)(3) of the Securities Act; (ii)
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement which, individually or in the
aggregate, represent a fundamental change in the information set
forth in
the Registration Statement; and 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 selected in the form of a prospectus filed
with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in
volume and price represent no more than a 20 percent change in the
maximum
aggregate offering price set forth in the "Calculation of Registration"
table in the effective registration statement; and (iii) 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
provisions (i) and (ii) of this undertaking are inapplicable if the
information to be filed thereunder is contained in periodic reports
filed
by the Company pursuant to the Exchange Act that are incorporated
by
reference into the 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 offered therein
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof; and
(a)
To
remove from registration by means of post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
(b)
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 director, officer or controlling
person 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 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.
(c)
The
Company hereby undertakes that, for purposes of determining any
liability
under 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 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.
SIGNATURES
The
Registrant.
Pursuant
to 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 Toronto, Canada, Province of Ontario, Canada,
on
August 25, 2008.
Secure
Runway Systems Corp.
By
/s/
Hilary Vieira
Chief
Executive Officer, President and sole director
SECURE
RUNWAY SYSTEMS CORP.
EXHIBIT
INDEX
TO
FORM
S-8
REGISTRATION STATEMENT
EXHIBIT NO.
DESCRIPTION
5.1
Opinion
of Stephen A. Zrenda, Jr., P.C.
10.1
2008
Stock Option, SAR and Stock Bonus
Plan
23.1
Consent
of Stephen A. Zrenda, Jr.,
P.C.
Dates Referenced Herein and Documents Incorporated by Reference
