Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration of Securities to be Offered to HTML 73K Employees Pursuant to an Employee Benefit Plan -- voss8
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 80K
-- exhibit41
3: EX-5.1 Opinion re: Legality -- exhibit51 HTML 15K
4: EX-23.1 Consent of Experts or Counsel -- exhibit231 HTML 10K
S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — voss8
(Address
of Principal Executive Offices) (Zip Code)
2005
Stock Incentive Plan
(Full
title of the plan)
Mr.
Allan G Ligi, 13000 Danielson Street, Suite J, Poway, CA92064, (858)
679-8027
(Name,
address and telephone number of agent for service)
(858)
679-8027
(Telephone,
including area code, of agent for service)
_____________________
Calculation
of Registration Fee
Title
of securities
to
be registered
Amount
to
be registered(1)
Proposed
maximum
offering
price
per
share
Proposed
maximum
aggregate
offering
price(2)
Amount
of registration fee(2)
Common
stock, $0.001 par value, to be issued pursuant to the 2005 Stock
Incentive
Plan of VOS International, Inc.
10,000,000
shares
$0.18
$1,800,000
$228.06
(1)
This
Registration Statement shall also cover any additional shares of
common
stock which become issuable under the Plans being registered pursuant
to
this Registration Statement by reason of any stock dividend, stock
split,
recapitalization or any 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 amount of the registration
fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based upon the last sale of the Registrant’s common stock on September 15,2005, as reported in the over-the-counter
market.
--
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
SEC
allows us to “incorporate by reference” the information we file with them, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important
part
of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of
1934:
1. Our
Annual Report on Form 10-KSB for the fiscal year ended December 31,2004.
2.
All
other reports filed by the Company pursuant to Sections 13(a)
or
15(d) of the Securities Exchange Act of 1934, as amended, since December31, 2004.
3.
The
description of our common stock, $0.001 par value, contained in our
registration statement on Form 10-SB filed with the Commission on
August26, 1999.
4.
All
documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior
to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all of the 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
of
such documents.
Any
statement contained in a document incorporated by reference herein as set forth
above shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any
other subsequently filed document incorporated by reference herein modifies
or
supersedes such statement. Any statement so modified or superseded shall not
be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
You
may
request a copy of these filings at no cost by writing or telephoning us at
the
following address and telephone number: 13000 Danielson Street, Suite J, Poway,
CA92064, (858) 679-8027.
Item
4. Description of Securities.
Inapplicable.
Item
5. Interests of Named Experts and Counsel.
In
such
legally permissible instances, the Baum Law Firm and certain affiliates of
The
Baum Law Firm may be issued shares of our common stock pursuant to this
offering.
Item
6. Indemnification of Directors and Officers.
Colorado
Statutes
7-109-102.
Authority to indemnify directors.
(1)
Except as provided in subsection (4) of this section, a corporation may
indemnify a person made a party to a proceeding because the person is or was
a
director against liability incurred in the proceeding if:
(a)
The
person conducted himself or herself in good faith; and
(b)
The
person reasonably believed:
(I) In
the
case of conduct in an official capacity with the corporation, that his or her
conduct was in the corporation's best interests; and
(II) In
all
other cases, that his or her conduct was at least not opposed to the
corporation's best interests; and
(c)
In
the case of any criminal proceeding, the person had no reasonable cause to
believe his or her conduct was unlawful.
(2)
A
director's conduct with respect to an employee benefit plan for a purpose the
director reasonably believed to be in the interests of the participants in
or
beneficiaries of the plan is conduct that satisfies the requirement of
subparagraph (II) of paragraph (b) of subsection (1) of this section. A
director's conduct with respect to an employee benefit plan for a purpose that
the director did not reasonably believe to be in the interests of the
participants in or beneficiaries of the plan shall be deemed not to satisfy
the
requirements of paragraph (a) of subsection (1) of this section.
(3)
The
termination of a proceeding by judgment, order, settlement, conviction, or
upon
a plea of nolo contendere or its equivalent is not, of itself, determinative
that the director did not meet the standard of conduct described in this
section.
(4)
A
corporation may not indemnify a director under this section:
(a)
In
connection with a proceeding by or in the right of the corporation in which
the
director was adjudged liable to the corporation; or
(b)
In
connection with any other proceeding charging that the director derived an
improper personal benefit, whether or not involving action in an official
capacity, in which proceeding the director was adjudged liable on the basis
that
he or she derived an improper personal benefit.
(5)
Indemnification permitted under this section in connection with a proceeding
by
or in the right of the corporation is limited to reasonable expenses incurred
in
connection with the proceeding.History
7-109-103.
Mandatory indemnification of directors.Statute
text
Unless
limited by its articles of incorporation, a corporation shall indemnify a person
who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because the person is or was a
director, against reasonable expenses incurred by him or her in connection
with
the proceeding.
7-109-104.
Advance of expenses to directors.Statute
text
(1)
A
corporation may pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final disposition of
the
proceeding if:
(a)
The
director furnishes to the corporation a written affirmation of the director's
good faith belief that he or she has met the standard of conduct described
in
section 7-109-102;
(b)
The
director furnishes to the corporation a written undertaking, executed personally
or on the director's behalf, to repay the advance if it is ultimately determined
that he or she did not meet the standard of conduct; and
(c)
A
determination is made that the facts then known to those making the
determination would not preclude indemnification under this
article.
(2)
The
undertaking required by paragraph (b) of subsection (1) of this section shall
be
an unlimited general obligation of the director but need not be secured and
may
be accepted without reference to financial ability to make
repayment.
(3)
Determinations and authorizations of payments under this section shall be made
in the manner specified in section 7-109-106.
7-109-105.
Court-ordered indemnification of directors.Statute
text
(1)
Unless otherwise provided in the articles of incorporation, a director who
is or
was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification in the following
manner:
(a)
If it
determines that the director is entitled to mandatory indemnification under
section 7-109-103, the court shall order indemnification, in which case the
court shall also order the corporation to pay the director's reasonable expenses
incurred to obtain court-ordered indemnification.
(b)
If it
determines that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director met the standard of conduct set forth in section 7-109-102 (1) or
was
adjudged liable in the circumstances described in section 7-109-102 (4), the
court may order such indemnification as the court deems proper; except that
the
indemnification with respect to any proceeding in which liability shall have
been adjudged in the circumstances described in section 7-109-102 (4) is limited
to reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.
7-109-106.
Determination and authorization of indemnification of directors.Statute
text
(1)
A
corporation may not indemnify a director under section 7-109-102 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because
the
director has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless authorized in the specific case after the written affirmation and
undertaking required by section 7-109-104 (1) (a) and (1) (b) are received
and
the determination required by section 7-109-104 (1) (c) has been
made.
(2)
The
determinations required by subsection (1) of this section shall be
made:
(a)
By
the board of directors by a majority vote of those present at a meeting at
which
a quorum is present, and only those directors not parties to the proceeding
shall be counted in satisfying the quorum; or
(b)
If a
quorum cannot be obtained, by a majority vote of a committee of the board of
directors designated by the board of directors, which committee shall consist
of
two or more directors not parties to the proceeding; except that directors
who
are parties to the proceeding may participate in the designation of directors
for the committee.
(3)
If a
quorum cannot be obtained as contemplated in paragraph (a) of subsection (2)
of
this section, and a committee cannot be established under paragraph (b) of
subsection (2) of this section, or, even if a quorum is obtained or a committee
is designated, if a majority of the directors constituting such quorum or such
committee so directs, the determination required to be made by subsection (1)
of
this section shall be made:
(a)
By
independent legal counsel selected by a vote of the board of directors or the
committee in the manner specified in paragraph (a) or (b) of subsection (2)
of
this section or, if a quorum of the full board cannot be obtained and a
committee cannot be established, by independent legal counsel selected by a
majority vote of the full board of directors; or
(b)
By
the shareholders.
(4)
Authorization of indemnification and advance of expenses shall be made in the
same manner as the determination that indemnification or advance of expenses
is
permissible; except that, if the determination that indemnification or advance
of expenses is permissible is made by independent legal counsel, authorization
of indemnification and advance of expenses shall be made by the body that
selected such counsel.
7-109-107.
Indemnification of officers, employees, fiduciaries, and agents.Statute
text
(a)
An
officer is entitled to mandatory indemnification under section 7-109-103, and
is
entitled to apply for court-ordered indemnification under section 7-109-105,
in
each case to the same extent as a director;
(b)
A
corporation may indemnify and advance expenses to an officer, employee,
fiduciary, or agent of the corporation to the same extent as to a director;
and
(c)
A
corporation may also indemnify and advance expenses to an officer, employee,
fiduciary, or agent who is not a director to a greater extent, if not
inconsistent with public policy, and if provided for by its bylaws, general
or
specific action of its board of directors or shareholders, or
contract.
7-109-109.
Limitation of indemnification of directors.Statute
text
(1)
A
provision treating a corporation's indemnification of, or advance of expenses
to, directors that is contained in its articles of incorporation or bylaws,
in a
resolution of its shareholders or board of directors, or in a contract, except
an insurance policy, or otherwise, is valid only to the extent the provision
is
not inconsistent with sections 7-109-101 to 7-109-108. If the articles of
incorporation limit indemnification or advance of expenses, indemnification
and
advance of expenses are valid only to the extent not inconsistent with the
articles of incorporation.
(2)
Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with an appearance
as a
witness in a proceeding at a time when he or she has not been made a named
defendant or respondent in the proceeding.
7-109-110.
Notice to shareholders of indemnification of director.Statute
text
If
a
corporation indemnifies or advances expenses to a director under this article
in
connection with a proceeding by or in the right of the corporation, the
corporation shall give written notice of the indemnification or advance to
the
shareholders with or before the notice of the next shareholders' meeting. If
the
next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such
action.
The
Corporation shall indemnify (A) its directors and officers, whether serving
the
Corporation or at its request any other entity, to the fullest extent required
or permitted by the General Laws of the State of Colorado now or hereafter
in
force, including the advance of expenses under the procedures and to the fullest
extent permitted by law and (B) other employees and agents to such extent as
shall be authorized by the Board of Directors or the Corporation’s Bylaws and be
permitted by law. The foregoing rights of indemnification shall not be exclusive
of any other rights to which those seeking indemnification may be entitled.
The
Board of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such bylaws, resolutions or contracts implementing
such
provisions or such further indemnification arrangements as may be permitted
by
law. No amendment of the Articles of the Corporation or repeal of any of its
provisions shall limit or eliminate the right to indemnification provided
hereunder with respect to acts or omissions occurring prior to such amendment
or
repeal.
ARTICLE
IX
To
the
fullest extent permitted by Colorado statutory or decisional law, as amended
or
interpreted, no director or officer of the Corporation shall be personally
liable to the Corporation or its stockholders for money damages. No amendment
of
the Articles of the Corporation or repeal of any of its provisions shall limit
or eliminate the limitation on liability provided to directors and officers
hereunder with respect to any act or omission occurring prior to such amendment
or repeal.
Our Bylaws provide for the indemnification of our directors and officers under
certain circumstances as follows:
ARTICLE
5
INDEMNIFICATION
5.1 Definitions.For
purposes of this Article 5, "agent" means any person who 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
domestic or foreign corporation, partnership,
joint venture, trust or other enterprise, or was a director, officer, employee
or agent of a domestic or foreign corporation which was a predecessor
corporation of the Corporation or of another enterprise at the request of such
predecessor corporation; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes, without limitation, attorneys' fees and any other
expenses of establishing a right to indemnification
under Section 5.4 or 5.5.
5.2 Actions
Generally -- Standard of Conduct.The
Corporation shall have power to indemnify any person who was or is a party
or is
threatened to be made a party to any proceeding (other than an action by or
in
the right of the Corporation to procure a judgment in its favor) by reason
of
the fact that such person is or was an agent of the Corporation, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding, if such person acted
in
good faith and in a manner such person reasonably believed to be in the best
interests of the Corporation and, in the case of a criminal proceeding, had
no
reasonable cause to believe the conduct of such person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a
presumption that the person did not act in good faith and in a manner which
the
person reasonably believed to be in the best interests of the Corporation,
or
that the person had reasonable cause to believe that the person's conduct was
unlawful.
5.3 Actions
by or in the Right of the Corporation -- Standard of Conduct.The
Corporation shall have power to indemnify any person who was or is a party
or is
threatened to be made a party to any threatened, pending or completed action
by
or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that such person is or was an agent of the Corporation, against
expenses actually and reasonably incurred by such person in connection with
the
defense or settlement of such action, if such person acted in good faith and
in
a manner such person believed to be in the best interests of the Corporation
and
its shareholders.
No
indemnification shall be made under this Section 5.3 for any of the
following:
5.3.1 In
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation in the performance of such person's
duty to the Corporation and its shareholders, unless and only to the extent
that
the court in which such proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, such person
is
fairly and reasonably entitled to indemnity for expenses, and then only to
the
extent that the court shall determine.
5.3.2 Of
amounts paid in settling or otherwise disposing of a pending action without
court approval.
5.3.3 Of
expenses incurred in defending a pending action which is settled or otherwise
disposed of without court approval.
5.4 Successful
Defense on the Merits -- Indemnification for Expenses.To
the
extent that an agent of the Corporation has been successful on the merits in
defense of any proceeding referred to in Sections 5.2 or 5.3 or in defense
of
any claim, issue or matter therein, the agent shall be indemnified against
expenses actually and reasonably incurred by the agent in connection
therewith.
5.5 Determining
Satisfaction of Standard of Conduct.Except
as
provided in Section 5.4, any indemnification under this Article 5 shall be
made
by the Corporation only if authorized in the specific case, upon a determination
that indemnification of the agent is proper in the circumstances because the
agent has met the applicable standard of conduct set forth in Sections 5.2
or
5.3, by any of the following:
5.5.1 A
majority vote of a quorum consisting of directors who are not parties to such
proceeding.
5.5.2 If
such a
quorum of directors is not obtainable, by independent counsel in a written
opinion.
5.5.3 Approval
of the shareholders, with the shares owned by the person to be indemnified
not
being entitled to vote thereon.
5.5.4 The
court
in which such proceeding is or was pending upon application made by the
Corporation or the agent or the attorney or other person rendering services
in
connection with the defense, whether or not such application by the agent,
attorney or other person is opposed by the Corporation.
5.6 Advancement
of Expenses.Expenses
incurred in defending any proceeding may be advanced by the Corporation prior
to
the final disposition of such proceeding upon receipt of an undertaking by
or on
behalf of the agent to repay such amount, if it shall be determined ultimately
that the agent is not entitled to be indemnified as authorized in this Article
5.
5.7 Nonexclusive
Right to Indemnification.The
indemnification provided by this Article 5 shall not be deemed exclusive of
any
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in an official capacity and as to action in another capacity,
while holding such office, to the extent such additional rights to
indemnification are authorized in the articles of incorporation of the
Corporation. The rights to indemnity hereunder shall continue as to a person
who
has ceased to be a director, officer, employee or agent, and shall inure to
the
benefit of the heirs, executors and administrators of the person. Nothing
contained in this Article 5 shall affect any right to indemnification to which
persons other than such directors and officers may be entitled by contract
or
otherwise.
5.8 Conflict
With Articles, Bylaws or Condition of Settlement.No
indemnification or advance shall be made under this Article 5, except as
provided in Section 5.4 or 5.5, in any circumstance where it
appears:
5.8.1 That
it
would be inconsistent with a provision of the articles of incorporation, bylaws,
a resolution of the shareholders or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding in which
the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification.
5.8.2 That
it
would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
5.9 Power
to
Maintain Insurance.The
Corporation shall have power to purchase and maintain insurance on behalf of
any
agent of the Corporation against any liability asserted against or incurred
by
the agent in such capacity or arising out of the agent's status as such, whether
or not the Corporation would have the power to indemnify the agent against
such
liability under the provisions of this Article 5. The fact that the Corporation
owns all or a portion of the shares of the company issuing a policy of insurance
shall not render this Section 5.9 inapplicable if either of the following
conditions are satisfied: (a) if authorized in the articles of the Corporation,
any policy issued is limited to the extent provided by Section 7-109-109 of
the
Colorado Business Corporation Act; or (b)(i) the company issuing the insurance
policy is organized, licensed and operated in a manner that complies with the
insurance laws and regulations applicable to its jurisdiction of organization,
(ii) the company issuing the policy provides procedures for processing claims
that do not permit that company to be subject to the direct control of the
Corporation, and (iii) the policy issued provides for some manner of risk
sharing between the issuer and purchaser of the policy, on one hand, and some
unaffiliated person or persons, on the other, such as by providing for more
than
one unaffiliated owner of the company issuing the policy or by providing that
a
portion of the coverage furnished will be obtained from some unaffiliated
insurer or reinsurer.
5.10 Fiduciary
of Employee Benefit Plan.This
Article 5 does not apply to any proceeding against any trustee, investment
manager or other fiduciary of an employee benefit plan in such person's capacity
as such, even though such person may also be an agent of the Corporation. The
Corporation shall
have power to indemnify such a trustee, investment manager or other fiduciary
to
the extent permitted by Section 7-109-107 of the Colorado Business
Corporation.
Item
7. Exemption from Registration Claimed.
Inapplicable.
Item
8. Exhibits.
Exhibit
NumberDescription
4.1
2005
Stock Incentive Plan
5.1
Opinion
of The Baum Law Firm re: legality of shares
23.1
Consent
of The Baum Law Firm (filed as Exhibit 5.1 herein)
23.2 Consent
of Cordovano and Honeck, P.C.
Item
9. Undertakings.
A. The
undersigned registrant hereby undertakes to file during any period in which
offers or sales of the securities are being made, a post-effective amendment
to
this Registration Statement to include any material information with respect
to
the plan of distribution not previously disclosed or any material change to
such
information set forth in the Registration Statement.
B. The
undersigned registrant hereby undertakes that, for purposes 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.
C. The
undersigned registrant hereby undertakes 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.
D. 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.
E. Insofar
as indemnification for liabilities arising under the Securities Act of 1933
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 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 Act and will be governed by the final adjudication
of
such issue.
--
SIGNATURES
The
Registrant
Pursuant
to the requirements of the Securities Act of 1933, 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
San
Diego, CA September 21, 2005.
VOS
International, Inc.
/s/
Allan J. Ligi
Allan
J.
Ligi
President
In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and
on the dates stated.
