-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H/QICzAnF0apKWeLBHJrDY/7UfE5wAZZItwnAKJR9+6eBS+idGgvkytQSBnM6XOI U3ltQNh++pxaSN/bSduDog== 0001013762-05-001401.txt : 20051026 0001013762-05-001401.hdr.sgml : 20051026 20051026145738 ACCESSION NUMBER: 0001013762-05-001401 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051026 DATE AS OF CHANGE: 20051026 EFFECTIVENESS DATE: 20051026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APO HEALTH INC /NV/ CENTRAL INDEX KEY: 0001076607 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 860871787 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-129249 FILM NUMBER: 051156812 BUSINESS ADDRESS: STREET 1: 3590 OCEANSIDE ROAD STREET 2: - CITY: OCEANSIDE STATE: NY ZIP: 11572 BUSINESS PHONE: 8003652839 MAIL ADDRESS: STREET 1: 2080 E. FLAMINGO RD STREET 2: SUITE 112 CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: INTERNETFINANCIALCORP COM INC DATE OF NAME CHANGE: 20000229 FORMER COMPANY: FORMER CONFORMED NAME: CARIBBEAN VENTURES INC /NV/ DATE OF NAME CHANGE: 19990112 S-8 1 oct262005s8.txt As filed with the Securities and Exchange Commission on October 26, 2005 Reg. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 APO Health, Inc. (Exact name of registrant as specified in its charter) Nevada 86-0871787 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 3950 Oceanside Road, Oceanside, New York 11575 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 2005 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN (full time of the plan) Dr. Jan Stahl President and Chief Executive Officer - -------------------------------------------------------------------------------- 3950 Oceanside Road Oceanside, New York 11575 (Name and address of agent for service) (800) 365-2839 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount to be offering price Aggregate offering Amount of Title of securities Registered per share Price Registration fee to be registered - ----------------------- --------------------- -------------------- --------------------- --------------------- Common Stock 2,500,000 (1) $0.022 (2) $55,000.00 $6.47 ($.0002 par value) - ----------------------- --------------------- -------------------- --------------------- ---------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also coves an indeterminate amount of interests to be offered or sold pursuant to the 2005 Professional/Consultant Stock Compensation Plan described herein. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the high and low prices reported on the OTC Bulletin Board on October 25, 2005, which was $0.022. EXPLANATORY NOTE This Registration Statement on Form S-8 relates to the issuance of up to 2,500,000 shares of common stock pursuant to the 2005(B) Professional/Consultant Stock Compensation Plan of APO Health, Inc. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"), is not required to be filed with the Securities and Exchange Commission and is omitted from this registration statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (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 into this Registration Statement and to be a part hereof from the date of filing of such documents: o Reference is made to the Registrant's annual report on Form 10-K for the years ended September 30, 2004, 2003 and 2002 as filed with the Securities and Exchange Commission on December 28, 2004, which is hereby incorporated by reference. o Reference is made to the Registrant's quarterly report on Form 10-Q for the three months ended June 30, 2005, as filed with the Securities and Exchange Commission on August 19, 2005, which is hereby incorporated by reference. o Reference is made to the Registrant's quarterly report on Form 10-Q for the three months ended March 31, 2005, as filed with the Securities and Exchange Commission on May 23, 2005, which is hereby incorporated by reference. o Reference is made to the Registrant's quarterly report on Form 10-Q for the three months ended December 31, 2004, as filed with the Securities and Exchange Commission on February 14, 2005, which is hereby incorporated by reference. o The description of the Registrant's common stock is incorporated by reference to the Registrant's Registration Statement on Form 10-SB, as amended (File No. 000-30074), initially filed with the Securities and Exchange Commission on February 19, 1999. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. 1 Nevada corporations are authorized to indemnify against liability any person who is a party to any legal proceeding because such person is a director or officer of the corporation. The officer or director must act in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, have no reasonable cause to believe the conduct was unlawful. Nevada law does not allow indemnification for an act or omission that involves intentional misconduct or a knowing violation of a law. In the case of an action by or on behalf of a corporation, indemnification may not be made if the person seeking indemnification is found liable, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification. Indemnification is required if a director or officer has been successful on the merits. The indemnification authorized under Nevada law is not exclusive and is in addition to any other rights granted to officers and directors. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director. Our articles of incorporation provide for the indemnification of directors and executive officers to the maximum extent permitted by Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions or otherwise, we have 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. There is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding that would result in a claim for such indemnification. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. EXHIBIT NUMBER EXHIBIT - ------- ------- 4.1 APO Health, Inc. 2005(B) Professional/Consultant Compensation Plan, dated October 15, 2005. 5.1 Opinion of Sichenzia Ross Friedman Ference LLP. 23.1 Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1. 23.2 Consent of Linder & Linder, independent registered public accounting firm. 2 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: 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) 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 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, 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 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. 3 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 Oceanside, State of New York on October 26, 2005. APO HEALTH, INC. By: /s/ Jan Stahl ------------- Jan Stahl, Chairman, Chief Executive Officer, Acting Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated: Signature Title Date /s/ Jan Stahl Director October 26, 2005 - ------------- Jan Stahl /s/ Kenneth Leventhal Director October 26, 2005 - --------------------- Kenneth Leventhal 4 EX-4 2 oct262005s8ex41.txt Exhibit 4.1 APO HEALTH, INC. 2005(B) PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to provide compensation in the form of Common Stock of the Company to eligible consultants that have previously rendered services or that will render services during the term of this 2005 Professional/Consultant Stock Compensation Plan (hereinafter referred to as the Plan.) 2. Administration. (a) This Plan shall be administered by the Board of Directors who may from time to time issue orders or adopt resolutions, not inconstant with the provisions of this Plan, to interpret the provisions and supervise the administration of this Plan. The CEO shall make initial determinations as to which consultants, professionals or advisors will be considered to receive shares under this Plan, in addition, will provide a list to the Board of Directors. All final determinations shall be by the affirmative vote of a majority of the members of the Board of Directors at a meeting called for such purpose, or reduced to writing and signed by a majority of the members of the Board. Subject to the Corporation's Bylaws, all decisions made by the Directors in selecting eligible consultants (hereinafter referred to as Consultants), establishing the number of shares, and construing the provisions of this Plan shall be final, conclusive and binding on all persons including the Corporation, shareholders, employees and Consultants. (b) The Board of Directors may from time to time appoint a Consultants Plan Committee, consisting of at least one Director and one officer, none of whom shall be eligible to participate in the Plan while members of the Committee. The Board of Directors may delegate to such Committee power to select the particular Consultants that are to receive shares, and to determine the number of shares to be allocated to each such Consultant. (c) If the SEC Rules and or regulations relating to the issuance of Common Stock under a Form S-8 should change during the terms of this Plan, the Board of Directors shall have the power to alter this Plan to conform to such changes. 3. Eligibility. (a) Shares shall be granted only to Professionals and Consultants that are within that class for which Form S-8 is applicable. (b) No individual or entity shall be granted more than 750,000 shares of unrestricted Common Stock under this Plan. 4. Shares Subject to the Plan. The total number of shares of Common Stock to be subject to this Plan, as amended, is 2,500,000 shares. The shares subject to the Plan will be registered with the SEC on or about October 19, 2005, in a Form S-8 Registration. 5. Death of Consultant. If a Consultant dies while he is a Consultant of the Corporation or of any subsidiary, or within 90 days after such termination, the shares, to the extent that the Consultant was to be issued shares under the plan, may be issued to his personal representative or the person or persons to whom his rights under the plan shall pass by his will or by the applicable laws of descent and distribution. 6. Termination of Consultant, retirement or disability. If a Consultant shall cease to be retained by the Corporation for any reason (including retirement and disability) other than death after he shall have continuously been so retained for his specified term, he may, but only within the three-month period immediately following such termination, request his pro-rata number of shares for his services already rendered. 7. Termination of the Plan This Plan shall terminate one year after its adoption by the Board of Directors. At such time, any shares that remain unsold shall be removed from registration by means of a post-effective amendment to the Form S-8. 8. Effective Date of the Plan. This Plan shall become effective upon its adoption by the Board of Directors. [Signature page follows.] CERTIFICATION OF ADOPTION (By the Board of Directors) The undersigned, being the CEO and Chairman of the Board of Directors of APO Health, Inc. hereby certify that the foregoing Plan was adopted by a unanimous vote of the Board of Directors on October 15, 2005. /s/ Jan Stahl ------------- Dr. Jan Stahl Chairman and Chief Executive Officer EX-5 3 oct262005s8ex51.txt Exhibit 5.1 SICHENZIA ROSS FRIEDMAN FERENCE LLP ATTORNEYS AT LAW October 26, 2005 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: APO Health, Inc. Form S-8 Registration Statement ------------------------------- Ladies and Gentlemen: We refer to the above-captioned registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed by APO Health, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission on October 26, 2005. We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents. Based on our examination mentioned above, we are of the opinion that the securities being registered to be sold pursuant to the Registration Statement are duly authorized and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Sichenzia Ross Friedman Ference LLP --------------------------------------- Sichenzia Ross Friedman Ference LLP SRFF 1065 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10018 T 212 930 9700 : F212 930 9725 : WWW.SRFF.COM EX-23 4 oct262005s8ex232.txt Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders APO Health, Inc. Oceanside, New York We hereby consent to the incorporation by reference in the Form S-8 Registration Statement to be filed on or about October 26, 2005 our annual report dated December 28, 2004 relating to the consolidated financial statements of APO Health, Inc. as of September 30, 2004 and 2003 and for the years ended September 30, 2004, 2003 and 2002. /s/ Linder & Linder Linder & Linder Certified Public Accountants Dix Hills, New York October 26, 2005 -----END PRIVACY-ENHANCED MESSAGE-----