-----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, F0F9je0g8asYita1vQ9iqtRSBIPG+nT8/rrSItX1s7oKuknRpQzP4RcnTuZyKkGi WN2RRvsSh8bWvP83wDuszA== 0001144204-03-006553.txt : 20031029 0001144204-03-006553.hdr.sgml : 20031029 20031029152005 ACCESSION NUMBER: 0001144204-03-006553 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031029 EFFECTIVENESS DATE: 20031029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUTECH DIGITAL INC CENTRAL INDEX KEY: 0001144347 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 954642831 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110059 FILM NUMBER: 03963529 BUSINESS ADDRESS: STREET 1: 7900 GLORIA AVE CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 8189943831X12 MAIL ADDRESS: STREET 1: 7900 GLORIA AVE CITY: VAN NUYS STATE: CA ZIP: 91406 S-8 1 forms8.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUTECH DIGITAL, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter)
California 95-4642831 - -------------------------------------------------- -------------------------------------- (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) 7900 Gloria Avenue Van Nuys, California 91406 - -------------------------------------------------- -------------------------------------- (Address of principal executive offices) (Zip Code)
Option to Purchase Common Stock granted to Michael Doherty ------------------------------------------------------------------------ (Full title of the plan) Lee Kasper NuTech Digital, Inc. 7900 Gloria Avenue Van Nuys, California 91406 ------------------------------------------------------------------------ (Name and address of agent for service) (818) 994-3831 ------------------------------------------------------------------------ (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ----------------------- --------------------- -------------------- --------------------- -------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE(3) - ----------------------- --------------------- -------------------- --------------------- -------------------- - ----------------------- --------------------- -------------------- --------------------- -------------------- Common Stock to be issued upon exercise of option 23,809 $0.42 $9,999.78 $0.81 - ----------------------- --------------------- -------------------- --------------------- -------------------- Common Stock to be issued upon exercise of option 976,191 $0.63 $615,000.33 $49.75 - ----------------------- --------------------- -------------------- --------------------- -------------------- TOTAL 1,000,000 $625,000.11 $50.56 - ----------------------- --------------------- -------------------- --------------------- --------------------
(1) This Registration Statement shall also cover any additional shares of common stock which become issuable under this Option to Purchase Common Stock by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's common stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, based on the average of the high and low prices of the Registrant's common stock as reported by the Over-The-Counter Bulletin Board on October 28, 2003. (3) Calculated pursuant to General Instruction E on Form S-8. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to Michael Doherty, the participant, as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424 in accordance with the Note to Part I of Form S-8. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. 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: (a) The Annual Report on Form 10-KSB, as amended, for the fiscal year ended December 31, 2002, filed by the Registrant with the Securities and Exchange Commission (the "Commission") on March 31, 2003, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed. (b) The Quarterly Report on Form 10-QSB for the quarter ended March 31, 2003, filed by the Registrant with the Commission on May 15, 2003. (c) The Quarterly Report on Form 10-QSB, as amended, for the quarter ended June 30, 2003, filed by the Registrant with the Commission on August 1, 2003. (d) The Registrant's Proxy Statement dated June 3, 2003, filed by the Registrant with the Commission on June 3, 2003. (e) The description of the Registrant's common stock, which is contained in a registration statement filed on Form SB-2, registration number 333-88550, filed with the Commission on May 17, 2002. (f) In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. The securities to be registered are registered under Section 12 of the Securities Exchange Act of 1934. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Richardson & Patel LLP will give an opinion regarding certain legal matters in connection with this offering of the Registrant's securities. Erick Richardson and Nimish Patel, the principals of Richardson & Patel LLP, as well as the lawfirm, own a total of 320,600 shares of the Registrant's common stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California General Corporation Law permits the indemnification of a corporation's agents (which includes officers and directors) because he is a party (or he is threatened to be made a party) to any action or proceeding by reason of the fact that the person is or was an agent of the corporation or because he is a party (or he is threatened to be made a party) to any action or proceeding brought by or on behalf of a corporation. If the agent is successful on the merits in defense of any action or proceeding, the corporation must indemnify the agent against expenses actually and reasonably incurred by the agent in such defense. Article V of the Registrant's Articles of Incorporation provides that the liability of directors for monetary damages shall be eliminated to the fullest extent permissible under California law. This provision requires the Registrant to indemnify its directors, as permitted by law, in excess of Section 317 of the California General Corporation Law. The Registrant's bylaws permit it to indemnify its officers and directors, to the maximum extent permitted by the California General Corporation Law, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any person is or was an officer or director of the Registrant. In this regard, the Registrant has the power to advance to any officer or director expenses incurred in defending any such proceeding to the maximum extent permitted by law. ITEM 8. EXHIBITS. 5. Opinion regarding legality 10. Stock Option Agreement for Michael Doherty 23.1 Consent of Farber & Hass, LLP 23.2 Consent of Richardson & Patel LLP (included in Exhibit 5) 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 (and, where applicable, each filing of an employee benefit plan's 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. (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. 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 Van Nuys, California on this 28th day of October, 2003. NUTECH DIGITAL, INC. By:/s/ Lee Kasper ----------------------------- Lee Kasper, President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated: Dated: October 28, 2003 /s/ Lee Kasper --------------------------------- Lee Kasper President, Chief Executive Officer, Chief Financial Officer and Director Dated: October 28, 2003 /s/ Joseph Giarmo --------------------------------- Joseph Giarmo, Vice President and Director Dated: October 28, 2003 /s/ Yegia Eli Aramyan --------------------------------- Yegia Eli Aramyan, Director Dated: October 28, 2003 /s/ Jay S. Hergott --------------------------------- Jay S. Hergott, Director EX-5 3 ex-5.txt Exhibit 5. RICHARDSON & PATEL LLP 10900 WILSHIRE BOULEVARD SUITE 500 LOS ANGELES, CALIFORNIA 90024 TELEPHONE (310) 208-1182 FACSIMILE (310) 208-1154 October 28, 2003 NuTech Digital, Inc. 7900 Gloria Avenue Van Nuys, California 91406 Re: Stock Option Agreement for Michael Doherty Gentlemen: We have acted as counsel to NuTech Digital, Inc. (the "Company") in connection with the registration with the Securities and Exchange Commission on Form S-8 of shares of the Company's common stock, no par value (the "Shares"), which may be issued upon exercise of the option granted to Michael Doherty. In connection with that registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and proposed issuance of the Shares, the Articles of Incorporation of the Company and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to the rendering of the following opinion. Based upon that review, it is our opinion that the Shares, when issued in conformance with the terms and conditions of the Stock Option Agreement, will be legally issued, fully paid, and nonassessable under the California General Corporation Law. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states as to the issuance and sale of the Shares. We consent to the use of this opinion in the registration statement filed with the Securities and Exchange Commission in connection with the registration of the Shares. RICHARDSON & PATEL LLP /s/ RICHARDSON & PATEL LLP EX-10 4 ex-10.txt Exhibit 10. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Date of Issuance: October 1, 2003 NUTECH DIGITAL, INC. OPTION TO PURCHASE COMMON STOCK NuTECH DIGITAL, INC. (the "Company"), for value received, hereby certifies that Michael Doherty (the "Optionee") is entitled, subject to the terms set forth below, to purchase from the Company on or after the Exercise Date (as that term is defined below), up to 1,000,000 shares of the Company's Common Stock at the purchase price set forth herein. The right of the Optionee to purchase the Common Stock shall terminate on a date which is two years from the date of this Option (the "Termination Date"). The shares purchasable upon exercise of this Option, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Option, are hereinafter referred to as the "Option Stock" and the "Purchase Price," respectively. 1. EXERCISE. (a) This Option may be exercised by the Optionee as follows: (i) immediately as to 23,809 shares (the "Initial Shares"); and (ii) as to the remaining 976,191 shares of Option Stock (the "Remaining Shares"), as agreed to by the Optionee and the Company, pursuant to subsection (b) below. (b) The Purchase Price shall be $0.42 per share for the Initial Shares and for the Remaining Shares the Purchase Price shall be computed at a 20% discount to the average closing price from the trailing five trading days prior to the exercise date. The right to exercise the Remaining Shares shall vest as the Services that are to be provided to the Company by the Optionee pursuant to that certain Consulting Services Agreement of even date herewith are rendered. The value of the Services rendered and the number of the Remaining Shares that are vested shall be mutually agreed upon by the Company and the Optionee, from time-to-time. (c) The Optionee shall exercise the Option by submitting a form duly executed by the Optionee, substantially similar to the form appended hereto as Exhibit A, to the principal office of the Company accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Option Stock purchased upon such exercise. The Purchase Price shall be paid by cashier's check, money order or wire transfer. (d) Upon exercise of this Option the Company or the Company's agent shall deliver to the Optionee a certificate for the number of shares of Option Stock to which the Optionee shall be entitled. (e) Upon exercise of this Option, the Optionee shall be deemed to have become the holder of record of the Option Stock represented by such exercise. 2. ADJUSTMENTS. (a) If outstanding shares of the Company's Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Option Stock purchasable upon the exercise of this Option shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Option immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (b) In case of any recapitalization, reclassification or change of the outstanding securities of the Company or of any reorganization of the Company or any similar corporate reorganization (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings) on or after the date hereof (a "Restructuring"), then as a condition to such Restructuring, lawful and adequate provisions shall be made so that in each such case the holder of this Option, upon the exercise hereof at any time after the consummation of such reclassification, change or reorganization, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such holder would have been entitled upon such consummation if such holder had exercised this Option immediately prior thereto, all subject to further adjustment as provided in paragraph (a); and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Option after such consummation. (c) When any adjustment is required to be made in the Purchase Price or the number of shares of Option Stock issuable upon exercise of this Option, the Company shall promptly mail to the Optionee in accordance with Section 8 hereof a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Such certificate shall also set forth the kind and amount of stock or other securities or property into which this Option shall be exercisable following the occurrence of any of the events specified in this Section 2. 3. TRANSFERS. The Optionee acknowledges that this Option and the Option Stock have not been registered under the Securities Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Option or any Option Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Option and such Option Stock and registration or qualification of this Option and such Option Stock under any applicable Blue Sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required. 4. NO IMPAIRMENT. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Option, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Option against impairment. 5. TERMINATION. This Option (and the right to purchase securities upon exercise hereof) shall terminate upon the Termination Date. 6. RESERVATION OF STOCK. The Company covenants and agrees that all shares of Option Stock that may be issued upon the exercise of the rights represented by this Option will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Option, such shares of Option Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Option. The Company will take all such action as may be necessary to assure that such shares of Option Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or quotation system upon which the Option Stock may be listed or quoted. 7. REPLACEMENT OF OPTION. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Option and (in the case of loss, theft or destruction) upon delivery of a reasonable indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Option, the Company, at its own expense, will issue, in lieu thereof, a new Option agreement of like tenor. 8. MAILING OF NOTICES. All notices hereunder shall be made in writing to the parties at the addresses listed below or at such other address as shall be given by mail with postage paid and certified or registered or by facsimile or delivery via courier to the respective parties. Mailed notices shall be deemed to be delivered three days following the date of such mailing. Facsimile transmissions shall be deemed to be delivered on the date of the transmission, so long as a receipt confirming that the transmission was successful is received. Notices delivered by courier shall be deemed to be received on the date of delivery by the courier service. Notices shall be addressed (a) if to the Optionee, to the following address Michael Doherty 11833 West Olympic Boulevard, Suite 550 Los Angeles, California 90064 and (b) if to the Company, to the following address: NuTech Digital, Inc. 7900 Gloria Avenue Van Nuys, California 91406 Attn.: President 9. NO RIGHTS AS SHAREHOLDER. Until the exercise of this Option, the Optionee shall not have or exercise any rights by virtue hereof as a shareholder of the Company. 10. NO FRACTIONAL SHARES. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay an amount equal to the product of such fraction multiplied by the fair market value of one share of Common Stock on the date of exercise. 11. AMENDMENT OR WAIVER. Any term of this Option may be amended or waived upon written consent of the Company and the Optionee. Any such waiver of a breach of any provision of this Option shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Option. 12. REPRESENTATIONS OF HOLDER. The Optionee hereby represents and warrants to the Company that: (a) he has had access to and is familiar with information concerning the Company's business, affairs, financial condition, and prospects and (b) he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of accepting the Option. 13. HEADINGS. The headings in this Option are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Option. 14. GOVERNING LAW. This Option shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 15. NO ASSIGNMENT. This Option is not assignable or transferable by the Optionee, other than by will or by the laws of descent and distribution, by instrument to an inter vivos or testamentary trust in which the options are to be passed to beneficiaries upon the death of the trustor, or by gift to "immediate family" as that term is defined in 17 C.F.R. 240.16a-1(e). NUTECH DIGITAL, INC. By: /s/ Lee Kasper --------------------------------- Name: Lee Kasper, President EXHIBIT A PURCHASE FORM To: NUTECH DIGITAL, INC. Dated: The undersigned, pursuant to the provisions set forth in the attached Option, hereby irrevocably elects to purchase ________ shares of the Common Stock covered by the Option and herewith makes payment of $_________, representing the full purchase price for such shares at the price per share provided for in such Option. Signature: --------------------------- Address: ----------------------------- EX-23.1 5 ex-23_1.txt Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement, dated October 28, 2003 of NuTech Digital, Inc. on Form S-8, pertaining to the registration of 1,000,000 shares of common stock, of our Auditors Report, dated March 18, 2003, with respect to the financial statements of NuTech Digital, Inc. included in the annual report on Form 10-KSB for the year ended December 31, 2002 filed with the Securities and Exchange Commission. /s/Farber & Hass, LLP Oxnard, California October 28, 2003 -----END PRIVACY-ENHANCED MESSAGE-----