SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
Micro Bio-Medical Waste Systems, Inc.
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Nevada 33-0677140
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
27430 Riverside Lane, Valencia, CA 91354
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(Address of principal executive offices)(Zip Code)
NON-EMPLOYEE DIRECTORS, ADVISORS AND CONSULTANTS RETAINER STOCK PLAN FOR 2005
(Full Title of Plan)
Charles Smith, President
Micro Bio-Medical Waste Systems, Inc.
27430 Riverside Lane
Valencia CA 91354
(661) 287-3772
(Name, address and telephone number of agent for service.)
with copies to:
Claudia J. Zaman
Attorney At Law
27430 Riverside Lane
Valencia CA 91354
CALCULATION OF REGISTRATION FEE
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Title of Securities to Proposed Maximum Proposed Maximum Amount of Offering Registration Fee
be Registered Offering Amount to Aggregate Price Per Price
be Registered(1) Unit
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Common Stock, par value 500,000 $.46 $230,000 $27.08
$.001
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(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is calculated on the basis of the closing bid price per share of the
Registrant's common stock on August 16, 2005 as reported by the OTC Electronic
Bulletin Board.
PROSPECTUS
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
27430 Riverside Lane
Valencia CA 91354
(661) 287-3772
(500,000 Shares of Common Stock)
This Prospectus relates to the offer and sale by Micro Bio-Medical Waste
Systems, Inc., a Nevada corporation (the "Company" or "MBWS"), of shares of its
$.001 par value per share common stock (the "Common Stock") to certain outside
consultants and advisors (collectively referred to as "Consultants") pursuant to
the Company's Non-Employee Directors, Advisors and Consultants Retainer Stock
Plan for 2005. The Company is registering hereunder and then issuing to the
Consultants 500,000 shares of Common Stock in consideration for services to be
performed and for services already performed with the Consultants.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. An
affiliate is any director, executive officer or controlling shareholder of the
Company or any of its subsidiaries. An "affiliate" of the Company is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). If an Employee who is not now an "affiliate" becomes an "affiliate" of
the Company in the future, he would then be subject to Section 16(b) of the
Exchange Act. (See "General Information - Restrictions on Resales").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 17, 2005.
This Prospectus is part of a Registration Statement which was filed and became
effective under the Securities Act of 1933, as amended (the "Securities Act"),
and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Micro Bio-Medical
Waste Systems, Inc., Attn: Charles Smith, 27430 Riverside Lane, Valencia, CA
91354, (661) 287-3772.
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The Company is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be inspected and
copied at the public reference facility maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies may be obtained at the
prescribed rates. The Company's stock is traded on the over-the-counter market
and is currently reported by the National Quotation Bureau Electronic Bulletin
Board.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This prospectus does not constitute an offer or
a solicitation by anyone to any person in any state, territory or possession of
the United States in which such offer or solicitation is not authorized by the
laws thereof, or to any person to whom it is unlawful to make such offer or
solicitation.
Neither the delivery of this Prospectus or any sale made hereunder shall, under
any circumstances, create an implication that there has not been a change in the
affairs of the Company since the date hereof.
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TABLE OF CONTENTS
Information Required in the Section 10(a) Prospectus 5
Item 1. Plan Information 5
General Information 5
The Company 5
Purposes 5
Common Stock 5
The Consultants 5
No Restrictions on Transfer 5
Tax Treatment to the Consultants 6
Tax Treatment to the Company 6
Restrictions on Resale 6
Documents Incorporated by Reference and Additional
Information 6
Item 2. Registrant Information and Employee Plan
Annual Information 6
Legal Opinion and Experts 7
Indemnification of Officers and Directors 7
Information Required in the Registration Statement 7
Item 3. Incorporation of Documents by Reference 7
Item 4. Description of Securities 8
Item 5. Interests of Named Experts and Counsel 8
Item 6. Indemnification of Directors and Officers 8
Item 7. Exemption from Registration Claimed 8
Item 8. Exhibits 9
Item 9. Undertakings 9
Signatures 10
Exhibit Index 11
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at 27430 Riverside Lane,
Valencia CA 91354, where its telephone number is (661) 287-3772.
Purposes
The Company is issuing shares of its common stock to outside advisors and
consultants for their services to the Company under the Company's 2005 Stock
Compensation Plan (the "Plan").
Common Stock
The Board of Directors has authorized the issuance of up to 500,000 shares of
Common Stock to the Consultants and upon effectiveness of this Registration
Statement.
The Consultants
The Consultants have agreed to provide their expertise and advice to the Company
for the purposes set forth in their agreements and under the Plan.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the shares of
Common Stock upon issuance and delivery and are entitled to all of the rights of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultants
The Common Stock is not qualified under Section 401(a) of the Internal Revenue
Code. The Consultants, therefore, will be required for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occur: (a) the shares become freely transferable, or (b)
the shares cease to be subject to a substantial risk of forfeiture. Accordingly,
absent a specific contractual provision to the contrary, the Consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. The Consultants are urged to
consult their own tax advisors on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.
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Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be an expense deductible by the Company for
federal income tax purposes in the taxable year of the Company during which the
recipient recognizes income.
Restrictions on Resale
In the event that an affiliate of the Company acquires shares of Common Stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder sold or
sells any shares of Common Stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit," as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to the Company. Services rendered have been recognized as valid consideration
for the "purchase" of shares in connection with the "profit" computation under
Section 16(b) of the Exchange Act. The Company has agreed that for the purpose
of any "profit" computation under 16(b), the price paid for the Company's common
stock issued hereunder to affiliates is equal to the value of services rendered.
Shares of the Company's Common Stock acquired hereunder by persons other than
affiliates are not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE
AND
ADDITIONAL INFORMATION
The Company hereby incorporates by reference (1) its Form 10-KSB for the year
ended December 31, 2004, filed pursuant to the Exchange Act; (2) any and all
Quarterly Reports and Current Reports on Form 10-Q (or 10-QSB or 8-K) filed
under the Securities Exchange Act subsequent to the filing of the Company's
Annual Report on Form 10-K (or 10-KSB) for the fiscal year ended December 31,
2005, as well as all other reports filed under Section 13 of the Exchange Act,
and (iii) its annual report, if any, to shareholders delivered pursuant to Rule
14a-3 of the Exchange Act. In addition, all further documents filed by the
Company pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to
termination of this Offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of the filing. All
documents which when together constitute this Prospectus, will be sent or given
to participants by the Registrant as specified by Rule 428(b)(1) of the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: Micro Bio-Medical Waste Systems, Inc., 27430 Riverside Lane,
Valencia, CA 91354, (661) 287-3772.
Legal Opinion and Experts
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.
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The financial statements of Micro Bio-Medical Waste Systems, Inc. incorporated
by reference in this Prospectus for the fiscal year ended December 31, 2004 have
been audited by Lopez, Blevins, Bork & Associates, LLP, certified public
accountants, as set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling the
Company, 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 payment by registrant of expenses incurred
or paid by a director, officer or controlling person of registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person on connection with the securities being
registered, registrant will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of competent
jurisdiction the question of whether such indemnification is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through (c),
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
(a) Registrant's latest Annual Report, whether filed pursuant to Section 13(a)or
15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a) above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the Securities
Act.
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Item 4. Description of Securities
No description of the class of securities (i.e., the $.001 par value common
stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Ms. Zaman currently owns shares of the Company's common stock and may be issued
some of the shares of the stock which are being registered hereunder under the
Plan.
Item 6. Indemnification of Directors and Officers
The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.
Pursuant to the Company's bylaws, the Company shall have the right to indemnify,
to purchase indemnity insurance for, and to pay and advance expenses to,
Directors, Officers and other persons who are eligible for, or entitled to, such
indemnification, payments or advances, in accordance with and subject to the
provisions of Nevada Corporation Law and any amendments thereto, to the extent
such indemnification, payments or advances are either expressly required by such
provisions or are expressly authorized by the Board of Directors within the
scope of such provisions. The right of the Company to indemnify such persons
shall include, but not be limited to, the authority of the Company to enter into
written agreements for indemnification with such persons.
Subject to the provisions of Nevada Revised Statutes and any amendments thereto,
a Director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the Director's
capacity as a Director, except that this provision does not eliminate or limit
the liability of a Director to the extent the Director is found liable for:
1) a breach of the Director's duty of loyalty to the Corporation or its
shareholders;
2) an act or omission not in good faith that constitutes a breach of duty of the
Director to the Corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law;
3) A transaction from which the Director received an improper benefit, whether
or not the benefit resulted from an action taken within the scope of the
Director's office; or
4) an act or omission for which the liability of a Director is expressly
provided by an applicable statute.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
(a) The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit No. Title
5 Opinion of Claudia J. Zaman regarding the legality of
the securities registered.
10.21 Non-Employee Directors, Advisors and Consultants
Retainer Stock Plan 2005
23.1 Consent of Claudia J. Zaman, counsel to the registrant,
to the use of her opinion with respect to the legality
of the securities being registered hereby and to the
references to her in the Prospects filed as part hereof.
23.2 Consent of Lopez, Blevins, Bork & Associates, LLP,
independent auditors of the registrant
Item 9. Undertakings
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 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.
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;
(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, paragraphs (i) and (ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs are
incorporated by reference from periodic reports filed by the registrant small
business issuer under the Exchange Act.
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(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.
(4) 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 14e-3 under the
Securities Exchange Act of 1934; and where interim financial information
required to be presented by Article 3 of Regulation S-X is 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.
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) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit's plan 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.
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 Valencia, California on August 17, 2005.
Micro Bio-Medical Waste Systems, Inc.
By: /s/ Charles Smith
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Charles Smith, CEO, CFO
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
August 17, 2005 /s/ Charles Smith
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Charles Smith, Director
August 17, 2005 /s/ Steven Onoue
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Steven Onoue, Director
August 17, 2005 /s/ Sadegh Salmassi
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Dr. Sadegh Salmassi, Director
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-B and are specifically incorporated herein by this
reference:
Statement Description
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5. Opinion of Counsel
10.21 Non-Employee Directors, Advisors and Consultants
Retainer Stock Plan for 2005
23.1* Consent of Claudia J. Zaman to Use of Opinion
23.2 Consent of Lopez, Blevins, Bork & Associates, LLP
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* contained in Exhibit 5
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