SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
NuWay Medical, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 65-0159115
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
23461 South Pointe Drive, Suite 200, Laguna Hills, California 92653
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(Address of Principal Executive Offices) (Zip Code)
2002 Consultant Equity Plan
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(Full Title of the Plan)
Dennis Calvert
23461 South Pointe Drive, Suite 200
Laguna Hills, California 92653
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(Name and Address of Agent for Service)
949.454.9011
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
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Common Stock 3,500,000(1) $0.13(2) $455,000(2) $126.49
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(1) The number of shares of securities covered by this Registration Statement
will be increased as a result of adjustments to the registrant's capital
structure resulting from any future stock split, stock dividend or similar
adjustment to the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(c) promulgated under the Securities Act of
1933, as amended, solely for purpose of calculating the amount of the
registration fee, based upon the average of the bid and ask price of the
registrant's common stock as reported on the NASDAQ Small Capitalization market
reporting system on December 20, 2002.
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
NuWay Medical, Inc. (referred to as "We" or the like or as the
"Registrant") is filing this Registration Statement in order to register an
additional 3,500,000 shares of its common stock. We previously filed a
registration statement on Form S-8 (the "Initial Registration Statement")
covering 1,500,000 shares of our common stock that are issuable pursuant to our
2002 Consultant Equity Plan (the "Plan"). This amendment to the Initial
Registration Statement is being made in order to register an additional
3,500,000 common shares that our Board of Directors authorized to be issued
under the Plan. As a result of this Registration Statement, a total of
5,000,000 common shares authorized to be issued under the Plan are covered by
filings we have made on Form S-8, including this Registration Statement.
The contents of the Initial Registration Statement, filed with the
Securities and Exchange Commission (the "Commission") on August 8, 2002, as SEC
file number 333-97839, are incorporated by reference into this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
registration statement:
1. The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001, which the Registrant filed with the Commission on April
12, 2002;
2. The Registrant's Current Report on Form 8-K, which the Registrant filed
with the Commission on January 29, 2002;
3. The Registrant's Current Report on Form 8-K, which the Registrant filed
with the Commission on February 22, 2002;
4. The Registrant's Current Report on Form 8-K, which the Registrant filed
with the Commission on March 6, 2002;
5. The Registrant's Current Report on Form 8-K, which the Registrant filed
with the Commission on March 8, 2002;
6. The Registrant's Current Report on Form 8-K, which the Registrant filed
with the Commission on March 12, 2002;
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7. The Registrant's Amended Annual Report on Form 10-KSB/A-1 for the fiscal
year ended December 31, 2000, which the Registrant filed with the
Commission on March 20, 2002;
8. The Registrant's Amended Quarterly Report on Form 10-QSB/A-1 for the fiscal
quarter ended September 30, 2001, which the Registrant filed with the
Commission on March 25, 2002;
9. The Registrant's Amended Quarterly Report on Form 10-QSB/A-1 for the fiscal
year ended June 30, 2001, which the Registrant filed with the Commission on
March 25, 2002;
10. The Registrant's Amended Quarterly Report on Form 10-QSB/A-1 for the fiscal
year ended March 31, 2001, which the Registrant filed with the Commission
on March 25, 2002;
11. The Registrant's Notification of Late Filing on Form 12b-25 with respect to
its Form 10-KSB for the period ending December 31, 2001, which the
Registrant filed with the Commission on April 1, 2002;
12. The Registrant's Current Report on Form 8-K, which the Registrant filed
with the Commission on May 6, 2002;
13. The Registrant's Notification of Late Filing on Form 12b-25 with respect to
its Form 10-QSB for the period ending March 31, 2002, which the Registrant
filed with the Commission on April 1, 2002;
14. The Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2002, which the Registrant filed with the Commission on May
20, 2002;
15. The Registrant's Notification of Late Filing on Form 12b-25 with respect to
its Form 10-QSB for the period ending June 30, 2002, which the Registrant
filed with the Commission on August 15, 2002;
16. The Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 2002, which the Registrant filed with the Commission on
August 19, 2002;
17. The Registrant's Current Report on Form 8-K, which the Registrant filed
with the Commission on September 20, 2002;
18. The Registrant's Notification of Late Filing on Form 12b-25 with respect to
its Form 10-QSB for the period ending September 30, 2002, which the
Registrant filed with the Commission on November 18, 2002;
19. The Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
ended September 30, 2002, which the Registrant filed with the Commission on
November 19, 2002; and
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20. All documents that we subsequently file pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to our filing of
a post-effective amendment that indicates that all securities offered by
this Registration Statement have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part of this
Registration Statement from the date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Wolf, Rifkin & Shapiro, LLP has given an opinion on the validity of the
common stock subject to this Registration Statement and has provided legal
counsel to the Registrant in connection with this Registration Statement.
Michael Wolf and Daniel Shapiro, partners of such firm, and Ronald Dorfman, an
attorney of counsel to the firm, have received a total of 150,000 shares of our
common stock pursuant to the Plan. All of those 150,000 shares are covered by
the Initial Registration Statement. In addition, such individuals are eligible
to receive additional shares of our common stock pursuant to the Plan, all of
which shares will be covered by the Initial Registration Statement or this
Registration Statement.
ITEM 8. EXHIBITS.
5 Opinion regarding legality
23.1 Consent of Shubitz Rosenbloom & Co., P.A.
23.2 Consent of Shubitz Rosenbloom & Co., P.A.
23.3 Consent of Shubitz Rosenbloom & Co., P.A.
23.4 Consent of Shubitz Rosenbloom & Co., P.A.
23.5 Consent of Shubitz Rosenbloom & Co., P.A.
23.6 Consent of Shubitz Rosenbloom & Co., P.A.
23.7 Consent of Shubitz Rosenbloom & Co., P.A.
23.8 Consent of Shubitz Rosenbloom & Co., P.A.
23.9 Consent of Wolf, Rifkin & Shapiro, LLP (included in Exhibit 5)
99 Resolution of Board of Directors
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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 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 Laguna Hills, State of California, on this 27th day
of December, 2002.
NUWAY MEDICAL, INC.
/s/ Dennis Calvert
By:___________________________
Dennis Calvert, President
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated: December 27, 2002 /s/ Dennis Calvert
_______________________________
Dennis Calvert, Director, President,
Acting Chief Financial Officer
Dated: December 27, 2002 /s/ Joseph L. Provenzano
_______________________________
Joseph L. Provenzano, Director
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INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion regarding legality
23.1 Consent of Shubitz Rosenbloom & Co., P.A.
23.2 Consent of Shubitz Rosenbloom & Co., P.A.
23.3 Consent of Shubitz Rosenbloom & Co., P.A.
23.4 Consent of Shubitz Rosenbloom & Co., P.A.
23.5 Consent of Shubitz Rosenbloom & Co., P.A.
23.6 Consent of Shubitz Rosenbloom & Co., P.A.
23.7 Consent of Shubitz Rosenbloom & Co., P.A.
23.8 Consent of Shubitz Rosenbloom & Co., P.A.
23.9 Consent of Wolf, Rifkin & Shapiro, LLP (included in Exhibit 5)
99 Resolution of Board of Directors