U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALPHA WIRELESS BROADBAND, INC.
(Exact name of registrant as specified in charter)
Nevada 33-0845463
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Marc R. Tow, Esq.
. Marc R. Tow & Associates APC
10120 S. Eastern Avenue, #200 3920 Birch Street, Suite 102
Henderson, Nevada 89052 Newport Beach, CA 92660
(775) 588-2387 (949) 975-0544
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(Address and telephone number of (Name, address and telephone
Registrant's Principal Executive Offices) number of agent for service)
2005 Employees and Consultants Stock Plan I
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(Full title of the plan)
Copies of all communications to:
Marc R. Tow & Associates, APC
3920 Birch Street, Suite 102, Newport Beach, California 92660
Telephone (949) 975-0544 Facsimile (949) 975-0547
Calculation of Registration Fee
Proposed
maximum Proposed
Title of offering maximum Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
Common Stock,
par value
0.001 1,500,000,000(1) $ 0.0001(2) $150,000(2) $ 23.54
(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 the closing
bid price of the Common Stock on March 1, 2005, as reported on the OTC
Bulletin Board.
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 10120 S. Eastern Avenue, #200 Henderson, Nevada 89052.
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 latest annual report on Form 10-KSB and any amendments
thereto for the fiscal year ended June 30, 2004.
(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 10KSB and any amendments thereto 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
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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws and the Nevada Corporation Law provide for indemnification
of directors and officers against certain liabilities. Officers and directors of
the Company are indemnified generally against expenses actually and reasonably
incurred in connection with proceedings, whether civil or criminal, provided
that it is determined that they acted in good faith, were not found guilty, and,
in any criminal matter, had reasonable cause to believe that their conduct was
not unlawful.
The Company's Certificate of Incorporation further provides that a director of
the Company shall not be personally liable for monetary damages to the Company
or its shareholders for breach of any fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for the unlawful
payments of dividends or stock redemption by the Company or (iv) for any
transaction from which the director derives an improper personal benefit.
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 the 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
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 Newport Beach, State of California, on March 1,
2005.
ALPHA WIRELESS BROADBAND, INC.
/s/ Albert R. Reda
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Albert R. Reda
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.
ALPHA WIRELESS BROADBAND, INC.
/s/ Albert R. Reda
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Albert R. Reda, President
Date: March 1, 2005
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newport Beach,State of
California, on January 12, 2005.
2005 Employees and Consultants Stock Plan IV
By: /s/ Albert R. Reda
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Albert R. Reda, Chairman of the Board of Directors
SPECIAL POWER OF ATTORNEY
The undersigned constitute and appoint Albert R. Reda 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
/s/ Albert R. Reda Chief Executive Officer/ March 1, 2005
--------------------- Secretary/ Treasurer/
Albert R. Reda Chairman
EXHIBIT INDEX
Exhibit
No. Description
4 2005 Employees and Consultants Stock Plan IV, dated March 1, 2005
(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).