Jupiter Holdings S-8
Registration
Statement
Under
the
Securities
Act of 1933
FORM
S-8
JUPITER
GLOBAL HOLDINGS, CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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7900
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980204736
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(State
or jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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|
incorporation
or organization)
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Classification
Code Number)
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Identification
No.)
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62
West
8th
Avenue,
4th
Floor,
Vancouver, British Columbia, Canada V5Y 1M7; (604)
682-6541
(Address
and telephone number of Registrant’s principal executive offices
and
principal
place of business)
Employee
Stock Incentive Plan for the Year 2005 No. 1
Stock
Compensation Plan For Consultants And Others For the Year 2005 No.1
(Full
title of the Plans)
Raymond
Hawkins, 62 West 8th
Avenue,
4th
Floor,
Vancouver, British Columbia, Canada V5Y 1M7
(Name
and
address of agent for service)
(604)
682-6541
(Telephone
number, including area code, of agent for service)
Calculation
of Registration Fee
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Title
of securities to be registered
|
Amount
to be registered
|
Proposed
offering price per share
(1)
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Proposed
maximum aggregate offering price
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Amount
of registration fee
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Options
to Purchase Common Stock, Common Shares Underlying Options
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700,000,000
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$0.0012
(2)
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$840,000
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$100.00
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Common
Stock
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100,000,000
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$0.0012
(3)
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$120,000
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$15.00
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Total
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800,000,000
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$960,000
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$115.00
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| (1) |
The
Offering Price is used solely for purposes of estimating the registration
fee pursuant to Rule 457(h) promulgated pursuant to the Securities
Act of
1933.
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| (2) |
This
Offering Price per Share is established pursuant to the option exercise
price set forth in the Employee Stock Incentive Plan for the Year
2005 No.
1, set forth in Exhibit 4.1 to this Form
S-8.
|
| (3) |
This
Offering Price per Share is established pursuant to the Stock Compensation
Plan for Consultants and Others for the Year 2005 No. 1set forth
in
Exhibit 4.2 to this Form S-8.
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Part
I
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.
Part
II
Information
Required in the Registration Statement
Item
3. Incorporation
of Documents by Reference.
The
following are hereby incorporated by reference:
(a) The
Registrant’s latest annual report on Form 10-KSB for the fiscal year ended
December 31, 2004, filed on September 15, 2005, and the amendment on Form
10-KSB/A filed on September 15, 2005.
(b) All
other
reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act
of 1934 since the end of the fiscal year covered by the Form 10-KSB referred
to
in (a) above.
(c) A
description of the Registrant’s securities contained in the Registration
Statement on Form SB-2, as amended, filed by the Registrant to register the
common stock under the Exchange Act, including all amendments filed for the
purpose of updating such common stock description.
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 in the registration statement and to be part
thereof from the date of filing of such documents.
Item
4. Description
of Securities.
Not
applicable.
Item
5. Interest
of Named Experts and Counsel.
Other
than as set forth below, 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.
Our
bylaws do not contain a provision entitling any director or executive officer
to
indemnification against its liability under the Securities Act. The Nevada
Revised Statutes allow a company to indemnify our officers, directors,
employees, and agents from any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, except
under certain circumstances. Indemnification may only occur if a determination
has been made that the officer, director, employee, or agent acted in good
faith
and in a manner, which such person believed to be in the best interests of
the
Registrant. A determination may be made by the stockholders; by a majority
of
the directors who were not parties to the action, suit, or proceeding confirmed
by opinion of independent legal counsel; or by opinion of independent legal
counsel in the event a quorum of directors who were not a party to such action,
suit, or proceeding does not exist.
Provided
the terms and conditions of these provisions under Nevada law 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
Registrant, 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
Nevada Revised Statutes, stated herein, provide further for permissive
indemnification of officers and directors.
“A. NRS
78.7502.
Discretionary and mandatory indemnification of officers, directors, employees
and agents: General provisions.
“1. 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 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 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, and that, with respect to any criminal action or proceeding, he
had
reasonable cause to believe that his conduct was unlawful.
“2. 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 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. 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.
“B. NRS
78.751.
Authorization required for discretionary indemnification; advancement of
expenses; limitation on indemnification and advancement of
expenses.
“1. Any
discretionary indemnification under NRS 78.7502 unless ordered by a court or
advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
“(a) By
the
stockholders;
“(b) By
the
board of directors by majority vote of a quorum consisting of directors who
were
not parties to the action, suit or proceeding;
“(c) If
a
majority vote of a quorum consisting of directors who were not parties to the
action, suit or proceeding so orders, by independent legal counsel in a written
opinion; or
“(d) If
a
quorum consisting of directors who were not parties to the action, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
“2. The
articles of incorporation, the bylaws or an agreement made by the corporation
may provide that the expenses of officers and directors incurred in defending
a
civil or criminal action, suit or proceeding must be paid by the corporation
as
they are incurred and in advance of the final disposition of the action, suit
or
proceeding, upon receipt of an undertaking by or on behalf of the director
or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
“3. The
indemnification and advancement of expenses authorized in NRS 78.7502 or ordered
by a court pursuant to this section:
“(a) Does
not
exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the articles of incorporation
or
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to or for the advancement of expenses made pursuant to
subsection 2, may not be made to or on behalf of any director or officer if
a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
“(b) Continues
for a person who has ceased to be a director, officer, employee or agent and
inures to the benefit of the heirs, executors and administrators of such a
person.
“C. NRS
78.752.
Insurance and other financial arrangements against liability of directors,
officers, employees and agents.
“1. A
corporation may purchase and maintain insurance or make other financial
arrangements on behalf of 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 corporation,
partnership, joint venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in his capacity as a
director, officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him against such
liability and expenses.
“2. The
other
financial arrangements made by the corporation pursuant to subsection 1 may
include the following:
“(a) The
creation of a trust fund.
“(b) The
establishment of a program of self-insurance.
“(c) The
securing of its obligation of indemnification by granting a security interest
or
other lien on any assets of the corporation.
“(d) The
establishment of a letter of credit, guaranty or surety. No financial
arrangement made pursuant to this subsection may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud or a knowing violation
of law, except with respect to the advancement of expenses or indemnification
ordered by a court.
“3. Any
insurance or other financial arrangement made on behalf of a person pursuant
to
this section may be provided by the corporation or any other person approved
by
the board of directors, even if all or part of the other person’s stock or other
securities is owned by the corporation.
“4. In
the
absence of fraud:
“(a) The
decision of the board of directors as to the propriety of the terms and
conditions of any insurance or other financial arrangement made pursuant to
this
section and the choice of the person to provide the insurance or other financial
arrangement is conclusive; and
“(b) The
insurance or other financial arrangement:
“1. Is
not
void or voidable; and
“2. Does
not
subject any director approving it to personal liability for his action, even
if
a director approving the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.
“5. A
corporation or its subsidiary which provides self-insurance for itself or for
another affiliated corporation pursuant to this section is not subject to the
provisions of Title 57 of the Nevada Revised Statutes.”
The
Registrant, with approval of the Registrant’s Board of Directors, has obtained
directors’ and officers’ liability insurance.
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 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: (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 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 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.
(c) To
deliver or cause to be delivered with the prospectus, to each person to whom
the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to
deliver, or cause to be delivered to each person to whom the prospectus is
sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(d) That
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
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
Vancouver,
British Columbia
on November
1, 2005.
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JUPITER
GLOBAL HOLDINGS, CORP. |
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By: |
/s/ Raymond
Hawkins |
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Raymond
Hawkins |
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Chief
Executive Officer |
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 dates
indicated.
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Signature
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Title
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Date
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/s/
Raymond Hawkins
Raymond
Hawkins
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Chief
Executive Officer and Director
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November
1, 2005
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/s/Edwin
Kwong
Edwin
Kwong
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Chief
Operating Officer, Chief Financial Officer and Director
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.1
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4.2
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5.1
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23.1
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Consent
of Accountants
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23.2
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* Incorporated into Exhibit 5.1