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
Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement shall also cover any additional
shares
of common stock, par value $.001 per share, of Foldera, Inc. which
become
issuable under the Taskport, Inc. 2005 Stock Option Plan and the
Foldera,
Inc. 2006 New Executive Recruitment Stock Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase
in the number of our outstanding shares of Common Stock.
(2)
Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rules 457(c) and 457(h) of the Securities Act of 1933, as amended,
and
based upon (a) the price at which the issued and outstanding options
may
be exercised and (b) the average of the high and low price of the
Registrant's common stock as reported on the NASD’s OTC Bulletin Board on
January 26, 2007.
EXPLANATORY
NOTE
This
Registration Statement covers (1) 12,000,000 shares of our common stock, par
value $.001 per share, issuable pursuant to the Taskport, Inc. 2005 Stock Option
Plan, which was assumed by Foldera, Inc. in connection with its February 2006
merger transaction with Taskport, Inc., and (2) 1,500,000 shares of our common
stock, par value $.001 per share, issuable pursuant to the Foldera, Inc. 2006
New Executive Recruitment Stock Plan.
PART
I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information specified by Items 1 and 2 of Part I of Form S-8 is omitted from
this filing in accordance with the provisions of Rule 428 of the Securities
Act
of 1933, as amended (the “Securities Act”), and the introductory Note to Part I
of Form S-8.
The
documents containing the information specified in Part I of Form S-8 will be
sent or given to participating employees as specified by Rule 428(b) of the
Securities Act. Such documents and the documents incorporated by reference
herein pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The
following documents, which have been filed with the U.S. Securities and Exchange
Commission, are hereby incorporated by reference into this registration
statement:
(a)
Our
Annual Report on Form 10-KSB for the fiscal year ended December 31,2005;
In
addition, all documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”)
(not including any information furnished under Items 2.02 and 9.01 of Form
8-K, which information is not incorporated by reference herein) 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, will
be deemed to be incorporated herein by reference and to be a part of this
registration statement from the date of filing of such documents. Any statement
contained in a document incorporated herein by reference will be deemed to
be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein, or in a subsequently filed document
incorporated herein by reference, modifies or supersedes the statement. Any
statement modified or superseded will not be deemed, except as modified or
superseded, to constitute a part of this registration statement.
2
Item
4.
Description of Securities.
Not
applicable.
Item
5.
Interests of Named Experts and Counsel.
Not
applicable.
Item
6.
Indemnification of Directors and Officers.
Article
X
of our Articles of Incorporation (the “Articles”) provides that we shall
indemnify any individual made a party to a proceeding because that individual
is
or was a director of the corporation and shall advance or reimburse the
reasonable expenses incurred by the individual in advance of final disposition
of the proceeding, without regard to the limitations in Section 78.7502 of
the
Nevada Revised Statute (the “NRS”), or any other limitation which may hereafter
be enacted, to the extent such limitation may be disregarded if authorized
by
the Articles, to the full extent and under all circumstances permitted by
applicable law.
Section
78.7502 of the NRS provides that a corporation may indemnify any person who
was
or is a party or is threatened to be made a party to any threatened, pending
or
completed action, suit or proceeding, whether civil, criminal, administrative
or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys’ fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he: (a) is not
liable pursuant to NRS
78.138;
or (b)
acted in good faith and in a manner which he reasonably believed to be in or
not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person is liable
pursuant to NRS
78.138
or did
not act in good faith and in a manner which he reasonably believed to be in
or
not opposed to the best interests of the corporation, or that, with respect
to
any criminal action or proceeding, he had reasonable cause to believe that
his
conduct was unlawful.
Section
78.7502 of the NRS further provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and attorneys’ fees
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he: (a) is not liable pursuant to
NRS
78.138;
or (b)
acted in good faith and in a manner which he reasonably believed to be in or
not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems
proper.
3
Finally,
Section 78.7502 of the NRS provides that to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys’ fees,
actually and reasonably incurred by him in connection with the
defense.
(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 (the “Securities Act”);
(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 not more than a 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act
that are incorporated by reference in this registration statement.
4
(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.
(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.
(b) 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 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.
(c) 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 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 Securities Act and will be governed by the final
adjudication of such issue.
5
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 Huntington Beach,
California, on the 30th
day of
January, 2007.
FOLDERA,
INC.
By:
/s/
Richard Lusk
Richard
Lusk
President,
Chief Executive Officer and
Chairman
of the Board
POWER
OF ATTORNEY
We,
the
undersigned officers and directors of Foldera, Inc. hereby severally constitute
and appoint Richard Lusk and Reid Dabney, and each of them singly, our true
and
lawful attorneys with full power to them, and each of them singly, to sign
for
us and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all subsequent amendments
to
said Registration Statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable Foldera,
Inc. to comply with all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant
to the requirements of the Securities Act, this Registration Statement has
been
signed below by the following persons in the capacities and on the dates
indicated.
