SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SANGUI BIOTECH INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
COLORADO 84-1330732
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Alfred-Herrhausen-Str. 44 58455 Witten, Germany
(Address of principal executive offices) (Zip Code)
Sangui Biotech International, Inc.,
2004 Employee Stock Incentive Plan
(Full Title of the Plan)
Corporation Service Company
1560 Broadway
Denver, CO 80202
U.S.A.
(Name and Address of Agent For Service)
(303) 860-7052
(Telephone Number, Including Area Code of Agent For Service)
Copies of Communications to:
---------------------------
George G. Chachas, Esq.
Wenthur & Chachas, LLP
4180 La Jolla Village Drive, Suite 500
La Jolla, California 92037
(858) 457-3800
Calculation of Registration Fee
=================================================== ================ ======================= ======================= ===============
Proposed Maximum Proposed Maximum Amount Of
Title Of Securities To Be Amount To Be Offering Price Per Aggregate Offering Registration
Registered Registered(1) Share(2) Price(3) Fee(3)
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Sangui Biotech International, Inc.,
2004 Employee Stock Incentive Plan
Common Stock, $0.001 Par Value 1,000,000 $0.265 $265,000 $33.50
--------------------------------------------------- ---------------- ----------------------- ------------------------ --------------
(1) This Registration Statement covers 1,000,000 shares of the Registrant's
common stock, no par value per share (the "Common Stock"), that may be
issued under the Sangui Biotech International, Inc., 2004 Employee Stock
Incentive Plan (the "2004 Stock Plan"). This Registration Statement shall
also cover any additional shares of Common Stock which become issuable
under the 2004 Stock Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sale prices of the Common Stock on the OTC Bulletin Board on May 7, 2004.
(3) Estimated in accordance with Rule 457(h)(1) under the Securities Act of
1933, as amended, solely for the purpose of determining the registration
fee.
PART II.
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Sangui Biotech International, Inc., (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 2003, filed with the Commission on September 30, 2003,
which contains audited financial statements for the most recent fiscal year
for which such statements have been filed.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual
Report on Form 10-KSB referred to in paragraph (a) above.
(c) The description of the Registrant's common stock, which is
contained in a registration statement filed on Form 10-SB with the
Commission on January 28, 2000, file number 000-29233, and the Registrants
Form 8-K as filed with the Commission on April 4, 2000 filed pursuant to
the Exchange Act, including any amendments or reports filed to update the
description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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.
Item 4. Description of Securities.
The Registrant is authorized to issue 50,000,000 shares of Common Stock, no
par value per share, and 5,000,000 shares of non-voting Preferred Stock, no par
value per share.
Common Stock
------------
The Registrant is authorized to issue 50,000,000 shares of Common Stock, no
par value per share. As of the date of this Form S-8, there are 40,555,363
shares of Common Stock issued and outstanding.
Holders of shares of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. Except as may be
required by law, holders of shares of Common Stock will not vote separately as a
class, but will vote together with the holders of outstanding shares of other
classes or capital stock. There is no right to cumulate votes for the election
of directors. A majority of the issued and outstanding Common Stock constitutes
a quorum at any meeting of stockholders and the vote by the holders of a
majority of the outstanding shares is required to effect certain fundamental
corporate changes such as liquidation, merger or an amendment to the Articles of
Incorporation.
Holders of shares of Common Stock are entitled to receive dividends if, as
and when, declared by the Board of Directors out of funds legally available
therefore, after payment of dividends required to be paid on outstanding shares
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of Preferred Stock. Upon liquidation of the Company, holders of shares of Common
Stock are entitled to share ratably in all assets of the Registrant remaining
after payment of liabilities, subject to the liquidation preference rights of
any outstanding shares of Preferred Stock. Holders of shares of Common Stock
have no conversion, redemption or preemptive rights. The rights of the holders
of Common Stock will be subject to, and may be adversely affected by, the rights
of the holders of Preferred Stock. The outstanding shares of Common Stock are
fully paid and nonassessable. The shares of Common Stock issued upon conversion
of Preferred Stock or Preferred Stock Dividends and payment therefore, will be
validly issued, fully paid and nonassessable.
Preferred Stock
---------------
In accordance with the Registrant's Articles of Incorporation, as amended
(the "Articles"), the Board of Directors may designate the relative rights and
preferences of the Registrant's Preferred Stock, when and if issued. Such rights
include preferences as to conversion rights and voting rights, of which may be
dilutive of the interest of the holders of the Common Stock. The issuance of the
Preferred Stock may have an adverse effect on the rights of the holders of
Common Stock.
The Registrant is authorized to issue 5,000,000 shares of non-voting
Preferred Stock, no par value per share. As of the date of this Form S-8, no
shares of Preferred Stock have been issued.
Voting Rights. The holders of the Preferred Stock have no voting rights.
Other Provisions. Except as otherwise required by the Colorado Business
Corporation Act, the holders of Preferred Stock will have the same rights as the
holders of Common Stock. The shares of Preferred Stock, when issued as described
herein, will be duly and validly issued, fully paid and nonassessable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Registrant's common stock that may be offered under the
Plan will be passed upon for Registrant by Wenthur & Chachas, LLP, 4180 La Jolla
Village Drive, Suite 500, La Jolla, California 92037.
Item 6. Indemnification of Directors and Officers.
Article XIII., Section A. of the Articles of Incorporation (the "Articles")
and Article IX., Section 1 of the By-laws, authorize the Registrant to indemnify
its officers, directors, employees, and agents from any threatened, pending, or
completed action, suit, or proceeding or investigation, whether civil criminal
or administrative, and whether internal or external to the Corporation by reason
of the fact that the person being indemnified is or was an officer, director,
employee or agent of the Corporation, or having been such was serving at the
request of the Company. Such persons may be indemnified against expenses,
judgments, fines and amounts paid in settlement of any action, upon a final
determination that said person was acting in good faith and in the best interest
of the Company, and with respect to any criminal proceedings that it is
determined there was no reasonable cause to believe that the conduct was
unlawful.
Article IX., Section 2 of the By-laws provide that the Registrant shall
indemnify any person who is or was a party or is threatened to be made a party
to any threatened pending or completed judicial action or suit brought by or in
the right of the Registrant to procure a judgment in its favor by reason the
fact that the person is or was acting on behalf of the Company. Unless, the
person has been adjudged to be liable for gross negligence or willful misconduct
in the performance of his or her duty to the Corporation, or if the court in
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which action was brought shall determine that in view of the circumstances of
the case the person is fairly and reasonably entitled to indemnity for such
expense the court shall deem proper.
Article XIII, Sections D of the Articles, and Article IX, Section 3 of the
by-laws provide that the Registrant shall make any determination regarding
indemnification, unless court ordered, or unless a determination is reasonably
and promptly made by the Board of Directors, Independent Counsel or the
stockholders that such a person acted in bad faith and in a manner in or not
opposed to the best interest of the Company, or in a criminal proceed, that such
a person believed or had reasonable cause to believe that his conduct was
unlawful.
Under, Article XIII., Section E of the Articles, and Article IX, Section 5
of the by-laws, the Registrant is authorized to indemnify against expenses
wherein an agent of the Registrant has been successful on the merits of an
action, including the dismissal, or settlement of any claim. Further, the
Registrant may advance costs, charges and expenses incurred in the defense of
any action, if the Agent agrees to repay the advance if upon final disposition
it is determined that no person shall be indemnified. Article XIII, Section F of
the Articles, and Article IX, Section 9 of the by-laws authorize the Registrant,
upon resolution by the Board, to purchase and maintain insurance on behalf of
any person who is an agent of the Registrant against any liability.
Provided the terms and conditions of these provisions are met, officers,
directors, employees, and agents of the Registrant may be indemnified against
any cost, loss, or expense arising out of any liability under the Securities
Act. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company,
we have been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and is, therefore,
unenforceable.
The indemnification provided by the Articles and by-laws of the Registrant
shall not be deemed exclusive of, and shall not effect, any other rights to
which the agent seeking indemnification may be entitled under any law, contract,
vote of stockholders, agreement or vote of disinterested directors. Complete
copies of the Articles of Incorporation and By-laws of the Registrant are
attached as Exhibit 3.1 and 3.2, respectively, to the Current Report on Form 8-K
filed on April 4, 2000.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
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4.1 Sangui Biotech International, Inc. 2004 Employee Stock
Incentive Plan;
5.1 Opinion of Wenthur & Chachas, LLP;
23.1 Consent of Corbin & Company;
23.2 Consent of Wenthur & Chachas, LLP (included in Exhibit 5.1);
and,
24.1 Power of Attorney.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
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(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "1933 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; and,
(iii) To include any additional or changed 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
by the Company pursuant to Section 13 or Section 15(d) of the Exchange
Act and are incorporated by reference to the registration statement.
(2) That, for the purpose of determining any liability under the
1933 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) That for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's Form S-8 pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's Form S-8 pursuant to 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 1933 Act,
as amended, may be permitted to directors, executive officers and controlling
persons of the Registrant as outlined above or otherwise, the Registrant has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 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, executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, executive 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 of whether such indemnification by it
is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
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 Witten, Country of Germany on the date written below.
Sangui Biotech International, Inc.,
A Colorado Corporation
Dated: May 12, 2004 /s/ Wolfgang Barnokol
-----------------------------------
By: Wolfgang Barnokol
Its: Director, President and
Chief Executive Officer
Dated: May 12, 2004 /s/ Joachim Lutz
-----------------------------------
By: Joachim Lutz
Its: Director
Dated: May 12, 2004 /s/ Christoph Ludz
-----------------------------------
By: Christoph Ludz
Its: Director
Dated: May 12, 2004 /s/ Markus Volpers
-----------------------------------
By: Markus Volpers
Its: Director
Dated: May 12, 2004 /s/ Joachim Fleing
-----------------------------------
By: Joachim Fleing
Its: Director
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EXHIBIT INDEX
Exhibit Description
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4.1 Sangui Biotech International, Inc., 2004 Employee Stock
Incentive Plan;
5.1 Opinion of Wenthur & Chachas, LLP;
23.1 Consent of Corbin & Company, LLP;
23.2 Consent of Wenthur & Chachas, LLP (included in
Exhibit 5.1); and,
24.1 Power of Attorney.
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