UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WORLD ENERGY SOLUTIONS, INC.
f/k/a Advanced 3-D Ultrasound Services, Inc.
(Exact name of registrant as specified in its charter)
Florida 65-0783722
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3900-A 31st Street North
St. Petersburg, Florida 33714
(Address of principal executive offices) (Zip Code)
Consulting Agreements with Rachel Steele, Thomas E. Kurk,
Robert J. Depalo, Nancy W. Hunt, George Walker and
Employment Agreements with Mike Prentice, Benjamin C. Croxton
(Full title of the plan)
Benjamin C. Croxton
World Energy Solutions, Inc.
3900-A 31st Street North
St. Petersburg, Florida 33714
(Name and address of agent for service)
727-525-5552
(Telephone number, including area code, for agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share price fee
Common Stock, $.0001
par value per share (1) $2,125,000 $1.45 $3,081,250 $341.06
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933 based on the average of the
high and low sale price of the common stock as reported on the OTC Bulletin
Board on February 1, 2006.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in the
registration statement.
(a) Annual Report on Form 10-KSB for the year ended December 31,
2004;
(b) Quarterly Report on Form 10-QSB for the quarter ended September
30, 2005;
(c) Quarterly Report on Form 10-QSB for the quarter ended June 30,
2005;
(d) Quarterly Report on Form 10-QSB for the quarter ended March 31,
2005; and
(e) All 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 document referred to in items (a) and (b) above.
All documents subsequently filed by the registrant pursuant to Sections
13(a) and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to the registration statement that indicate that all
shares of common stock offered have been sold or that deregisters all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be a part of it from the date of filing of the
documents.
Any statements contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein or in any
other subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act permits
indemnification of directors, officers, employees and agents of a corporation
under certain conditions and subject to certain limitations. Section 607.0850 of
the Florida Business Corporation Act empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a part to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer or agent of the corporation. Depending on
the character of the proceeding, a corporation may indemnify against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner the
person 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 such person's conduct was unlawful. In the case of
an action by or in the right of the corporation, no indemnification may be made
with respect to any claim, tissue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine that despite
the adjudication of liability such person is fairly and reasonable entitled to
indemnity for such expenses that the court shall deem proper. Section 607.0850
of the Florida Business Corporation Act further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in defense or any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually or reasonably incurred by such person in connection
therewith.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
5.1 Opinion of Brashear & Assoc., P.L. *
10.1 Consulting Agreement with Rachel Steele dated January 31, 2006*
10.2 Consulting Agreement with Thomas E. Kurk dated January 31, 2006*
10.3 Consulting Agreement with Robert J. Depalo dated January 31,
2006*
10.4 Consulting Agreement with Nancy W. Hunt dated January 20, 2006*
10.5 Consulting Agreement with George Walker dated January 31, 2006*
10.6 Consulting Agreement with Dan Witherspoon dated January 31, 2006*
10.7 Employment Agreement with Mike Prentice dated January 31, 2006*
10.8 Employment Agreement with Benjamin C. Croxton dated January 31,
2006*
23.1 Consent of Brashear & Assoc., P.L. (included in Exhibit 5.1)
23.2 Consent of Ferlita, Walsh, & Gonzalez, P.A.*
* Filed herewith.
Item 9. Undertakings.
(a) The undersigned registrant 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. 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 no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and (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 registration statement is
on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant with or furnished to the Commission by
the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference 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) 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.
(c) 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 provisions described in Item 6 above, 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
of 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.
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 St. Petersburg, State of Florida, on January 31,
2006.
WORLD ENERGY SOLUTIONS, INC.
f/k/a Advanced 3-D Ultrasound Services, Inc.
By: /s/ Benjamin C. Croxton
-------------------------------
Benjamin C. Croxton
Chief Executive Officer,
Chief Financial Officer,
Director
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.
/s/ Benjamin C. Croxton
-------------------------------
Benjamin C. Croxton
Chief Executive Officer,
Chief Financial Officer,
Director
January 31, 2006
/s/ Mike Prentice
-------------------------------
Mike Prentice
President, Director
January 31, 2006
/s/ Jodi Crumbliss
-------------------------------
Jodi Crumbliss
Director, Secretary-Treasurer
January 31, 2006