AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON DECEMBER__, 2002
NO. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LUMALITE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 82-0288840
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2810 VIA ORANGE WAY, SUITE B
SPRING VALLEY, CALIFORNIA 91978
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
FOUR (4) SERVICES CONTRACTS
(FULL TITLE OF THE PLANS)
COPY TO:
HANK SCHUMER GARY L. BLUM, ESQ.
2810 VIA ORANGE WAY, SUITE B LAW OFFICES OF GARY L. BLUM
SPRING VALLEY, CA 91978 3278 WILSHIRE BLVD., SUITE 603
TELEPHONE (619) 660-5410 LOS ANGELES, CA 90010
FACSIMILE (619) 660-5459 TELEPHONE (213) 381-7450
FACSIMILE (213) 384-1035
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CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
TITLE OF OFFERING MAXIMUM AMOUNT
REGISTRATION SECURITIES TO AMOUNT TO BE PRICE PER AGGREGATE OF
TITLE OF PLAN BE REGISTERED REGISTERED SHARE OFFERING FEE
------------------- ------------- ----------- ---------- ----------- ------
Four (4) Services Contracts Common Shares 353,947 $0.085 [1] 30,085 [1] $8.72
- ------------------
(Footnote)
[1] Estimated pursuant to Rule 457(c).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION
The information required by Items 1 and 2 of Part I are not filed as
part of this Registration Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Lumalite Holdings, Inc. (the "Company"),
previously filed with the Securities and Exchange Commission, are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
2. 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
above reference to the Company's Annual Report on Form 10-K.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, 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 a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
NOT APPLICABLE.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:
The corporation shall, to the fullest extent permitted by the Act, as
the same may be amended and supplemented, indemnify all directors, officers,
employees, and agents of the corporation whom it shall have power to indemnify
thereunder from and against any and all of the expenses, liabilities, or other
matters referred to therein or covered thereby.
Such right to indemnification or advancement of expenses shall continue
as to a person who has ceased to be a director, officer, employee, or agent of
the corporation, and shall inure to the benefit of the heirs, executives, and
administrators of such persons. The indemnification and advancement of expenses
provided for herein shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement may be entitled under any bylaw,
agreement, vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than 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 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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Index to Exhibits at Page 6 of this Registration Statement.
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;
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(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, represents a fundamental change in the
information set forth in the 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 pursuant to Section 13 or
Section 15(d) of this Securities Exchange Act of 1934
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 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.
B. The undersigned registrant 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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at the 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 Company pursuant to the
foregoing provisions described under Item 6 above, 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 Securities Act of
1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
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 against the Company 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
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 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 Spring Valley, State of California on December __,
2002.
LUMALITE HOLDINGS, INC.
BY: /s/ Dale Rorabaugh
-----------------------------------
Dale Rorabaugh
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 indicated
and on December __, 2002.
SIGNATURE TITLE
- --------- -----
/s/ Dale Rorabaugh Chief Executive Officer and Director
(Chairman)
- -----------------------------
Dr. Dale Rorabaugh
/s/ Michael Jackson President and Director
- -----------------------------
Michael Jackson
/s/ Joe Forehand V.P. Operations and Director
- -----------------------------
Joe Forehand
/s/ Hank Schumer Chief Financial Officer and Director
- -----------------------------
Hank Schumer
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- ------- -----------
5.1 Opinion of Law Offices of Gary L. Blum
10.1 Consulting Agreement between
Registrant and Jacques Chen
dated May 1, 2002.
10.2 Consulting Agreement between
Registrant and Steve Bayern
dated December 1, 2002.
10.3 Consulting Agreement between
Registrant and Neil Davis
dated July 1, 2002.
10.4 Consulting Agreement between
Registrant and Vincent Brancaccio
dated July 1, 2002.
23.1 Consent of Law Offices of Gary L. Blum
(Included in Exhibit 5.1)
23.2 Consent of Bierwolf, Nilson & Associates
24.1 Power of Attorney
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