-----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, ORJglIWGJLveAHQHavCj1Dr0yhqXd3D/xb0gWxUGzkHmqHfvLseiUlUKQ30tzSHd +Z2x5tFWKPc4+kmqYkgk0w== 0001144204-06-014243.txt : 20060406 0001144204-06-014243.hdr.sgml : 20060406 20060406172318 ACCESSION NUMBER: 0001144204-06-014243 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060406 DATE AS OF CHANGE: 20060406 EFFECTIVENESS DATE: 20060406 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: 333-133057 FILM NUMBER: 06745911 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 v040005_s8.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITEIS ACT OF 1933 APO Health, Inc. ------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) ------------------------------------------------------------- ------------------------------------------------------------- 2006 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN ------------------------------------------------------------- (Full Title of Plan) NEVADA 86-0871787 - ------------------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 3950 Oceanside Road Oceanside, New York 11575 ----------------------------------------------------------------------- (Address of Principal Executive Offices) (800) 365-2839 -------------- (Telephone number, including area code, of agent for service) Copies to: The Sourlis Law Firm Virginia K. Sourlis, Esq., The Galleria 2 Bridge Avenue Red Bank, NJ 07701 (732) 530-9007 Fax (732) 530-9008 www.SourlisLaw.com - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------- Title of each class of Amount to be Proposed maximum Proposed maximum Amount of securities to be registered(2) offering price per aggregate offering registration fee registered share(1) price(1) - --------------------------- ------------------- -------------------- -------------------- --------------------- Common Stock 7,500,000 $0.02 $150,000 $16.05 ------------------- -------------------- -------------------- ---------------------
(1) Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purposes of calculating the registration fee based on the closing sales price ($0.02) of our Common Stock on April 5, 2006, a date within five (5) days prior to the date of filing of this registration statement, as reported by the OTC Electronic Bulletin Board. (2) This Registration Statement shall also cover any additional shares of Common Stock which become issuable pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. EXPLANATORY NOTE ---------------- This Registration Statement on Form S-8 relates to the issuance of up to 7,500,000 shares of common stock pursuant to the 2006 Professional/Consultant Stock Compensation Plan of APO Health, Inc. - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT - -------------------------------------------------------------------------------- Item 3. Incorporation of Documents by Reference. - -------------------------------------------------------------------------------- The documents listed in (1) through (5) below are incorporated by reference in this registration statement. All documents subsequently filed by APO Health, Inc. pursuant to Section 13(a), 13(c), 14 and 14(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents. 1. Annual Report on Form 10-K for the year ended September 30, 2005; 2. The Registrant's quarterly report on Form 10-Q for the quarter ended December 31, 2005, filed with the Commission by the Registrant on February 22, 2006; 3. The Registrant's quarterly report on Form 10-Q for the quarter ended June 30, 2005, filed with the Commission by the Registrant on August 19, 2005; 4. The Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 2005, filed with the Commission by the Registrant on May 23, 2005; and 5. 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. - -------------------------------------------------------------------------------- No response is required under this item. Item 5. Interests of Named Experts and Counsel. - -------------------------------------------------------------------------------- No response is required under this item. 2 Item 6. Indemnification of Directors and Officers. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- No response is required under this item. Item 8. Exhibits. - -------------------------------------------------------------------------------- See the Exhibit Index at end of this Registration Statement Description Item 9. Undertakings. - -------------------------------------------------------------------------------- (1) The undersigned Registrant hereby undertakes: (a) To file, during any period in which offerings 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; (b) That, for purposes of determining any liability under the Securities Act of 1933, as amended, 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; and (c) 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. (2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or control persons pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, 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 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, 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 of 1933, as amended, and will be governed by the final adjudication of such issue. 3 - -------------------------------------------------------------------------------- SIGNATURES - -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Act of 1933, as amended, 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, on the 6th day of April, 2006. APO HEALTH, INC. By: /s/ DR. JAN STAHL ------------------------------------------- DR. JAN STAHL Chairman, Chief Executive Officer, Acting Chief, Financial Officer, Principal Accounting Officer and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates included: /s/ DR. JAN STAHL April 6, 2006 - -------------------------- DR. JAN STAHL President, CEO (Principal Executive Officer) and Director /s/ Kenneth Leventhal April 6, 2006 - -------------------------- Kenneth Leventhal Director EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.1 APO Health, Inc. 2006 Professional/Consultant Stock Compensation Plan, dated April 6, 2006 5.1 Opinion and Consent of Virginia K. Sourlis, Esq. regarding the legality of the securities being registered by the Registrant. 23.1 Consent of Linder & Linder, independent registered public accounting firm. 4 EX-4.1 2 v040005_ex4-1.txt Exhibit 4.1 2006 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN APO HEALTH, INC. 2006 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 2006 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. Shares shall be granted only to Professionals and Consultants that are within that class for which Form S-8 is applicable. 4. Shares Subject to the Plan. The total number of shares of Common Stock to be subject to this Plan, as amended, 7,500,000 shares. The shares subject to the Plan will be registered with the SEC on or about April 6, 2006, 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. 5 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 April 6, 2006. /s/ Jan Stahl ------------- Dr. Jan Stahl Chairman and Chief Executive Officer 6 EX-5.1 3 v040005_ex5-1.txt Exhibit 5.1 Opinion and Consent of Virginia K. Sourlis, Esq. OPINION AND CONSENT OF VIRGINIA K. SOURLIS, ESQ. April 6, 2006 To the Board of Directors and Stockholders APO Health, Inc. Oceanside, New York Gentlemen: I have acted as securities counsel for APO Health, Inc., a Nevada corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement"), pursuant to the Securities Act of 1933, as amended, relating to common stock to be issued pursuant to certain consulting and director agreements (the "Agreements"). This opinion is being furnished in response to Item 601 of Regulation S-K and the instructions to Form S-8. I am familiar with the proceedings to date with respect to the proposed Agreements and the issuance of common stock pursuant thereto, and have examined such records, documents and matters of law and satisfied myself as to such matters of fact as I have considered relevant for purposes of this opinion. On the basis of the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized and existing under the laws of the State of Nevada. 2. The Agreements have been duly and validly authorized and adopted, and the shares of common stock of the Company (the "Shares") that may be issued and sold from time to time in accordance with the Agreements have been duly authorized for issuance and will, when issued, sold and paid for in accordance with the Agreements, be validly issued, fully paid and non-assessable. The foregoing opinion is limited to the federal laws of the United States and the corporate laws of the State of New Jersey, and I am not expressing any opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, I have relied to the extent I deem such reliance appropriate as to certain matters on statements, representations and other information obtained from public officials, officers of the Company and other sources believed by me to be responsible. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Securities and Exchange Commission. Very truly y ours, /s/ Virginia K. Sourlis, Esq. Virginia K. Sourlis, Esq. 7 EX-23.1 4 v040005_ex23-1.txt Exhibit 23.1 Consent of Linder & Linder, independent registered public accounting firm 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 April 6, 2006 our annual report dated December 2, 2005 relating to the consolidated financial statements of APO Health, Inc. as of September 30, 2005 and 2004 and for the years ended September 30, 2005, 2004 and 2003. /s/ Linder & Linder ------------------- Linder & Linder Certified Public Accountants Dix Hills, New York April 6, 2006 8 -----END PRIVACY-ENHANCED MESSAGE-----