-----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, FGlSHcm+5v6bvuHTqqrjwtrLt39A1eINRcdGzQDQyFHygfB3HI8jaBRE73GYhONi 7OIrYWZQovPJfs7KOBiOow== 0001019687-08-005170.txt : 20081120 0001019687-08-005170.hdr.sgml : 20081120 20081119204915 ACCESSION NUMBER: 0001019687-08-005170 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20081120 DATE AS OF CHANGE: 20081119 EFFECTIVENESS DATE: 20081120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ingen Technologies, Inc. CENTRAL INDEX KEY: 0000861058 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 880429044 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-155493 FILM NUMBER: 081202347 BUSINESS ADDRESS: STREET 1: 35193 AVENUE A, SUITE C CITY: YUCAIPA STATE: CA ZIP: 92399 BUSINESS PHONE: 800-259-9622 MAIL ADDRESS: STREET 1: 35193 AVENUE A, SUITE C CITY: YUCAIPA STATE: CA ZIP: 92399 FORMER COMPANY: FORMER CONFORMED NAME: CREATIVE RECYCLING TECHNOLOGIES INC DATE OF NAME CHANGE: 19980505 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INTERNATIONAL INC /CO/ DATE OF NAME CHANGE: 19960619 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INC/CO DATE OF NAME CHANGE: 19960604 S-8 1 ingen_s8.txt - -------------------------------------------------------------------------------- As filed with the Securities and Exchange Commission on November __, 2008 Registration No. 33- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INGEN TECHNOLOGIES, INC. ------------------------ (Exact name of registrant as specified in charter) GEORGIA 84-1122431 -------- ---------- (State or other jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 35193 AVENUE "A", SUITE-C, YUCAIPA, CALIFORNIA 92399 (Address of Principal Executive Offices) (Zip Code) CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND HANS GASSNER (Full title of the Plan) STEWART A. MERKIN,ESQ., 444 BRICKELL AVE., SUITE 300, MIAMI, FLORIDA, 33131 --------------------------------------------------------------------------- (Name and address of agent for service) (305) 357-5556 -------------- (Telephone number, including area code, of agent for service) COPIES TO: STEWART A. MERKIN,ESQ. 444 BRICKELL AVE., SUITE 300 MIAMI, FLORIDA, 33131 - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED AGGREGATE MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE Common Stock, 7,500,000 shares $0.0028 $21,000 $.83 No par value Under Consulting Agreement Total 7,500,000 shares $0.0028_ $21,000 $.83
(1) Calculated based on Rule 457(h) based on the closing bid price of $.0028 on November 19, 2008. - -------------------------------------------------------------------------------- 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 participating employees in accordance with Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). Such document(s) are not being filed with the Commission pursuant to the introductory Note to Part 1 of Form S-8, but constitute (along with the documents incorporated by reference to the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this registration statement and are not required to be filed with this registration statement: (a) Registrant's Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2008, filed on or about November 17, 2008 pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended. All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereunder have been sold, or which deregisters all securities then remaining unsold under this registration statement, 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. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The registrant currently has no provision for indemnifying its officers and directors. 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 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit Number Exhibit - ------- ------------------------------------------------------------------- 3.1 Articles of Incorporation, as amended (1) 3.2 Bylaws ((2)) 5.1 Legal Opinion of Stewart A. Merkin, Esq. (3) - --- -------------------------------------------- 10.36 Consulting Agreement dated November 19, 2008 between the Registrant - ----- ------------------------------------------------------------------- and Hans Gassner (3) -------------------- 23.1 Consent of Child, Van Wagoner & Bradshaw PLLC (3) - ---- ------------------------------------------------- (1) Incorporated by reference to the registrant's Form 8-K filed January 10, 2006 and Amendment incorporated by reference to registrant's Form 10-KSB filed September 29, 2008. (2) Incorporated by reference to the registrant's Form 10-KSB filed November 7, 2005. (3) Filed herewith. ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: 1. To file, during the 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of 3 the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and, (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, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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. 4. The undersigned registrant hereby undertakes 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 Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are 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. 5. 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 pursuant to the plan's annual report pursuant to section 15(d) for 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. 6. 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 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. 5 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, whereunto duly authorized, in _________, California, on November __, 2008. INGEN TECHNOLOGIES, INC. By: /s/ SCOTT SAND -------------------------------------- Scott Sand, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the dates indicated: Dated: November __, 2008 /s/ SCOTT SAND -------------------------------------- Scott Sand, Chairman, Chief Executive Officer and Director Dated: November __, 2008 /s/ THOMAS NEAVITT -------------------------------------- Thomas Neavitt, Secretary, Chief Financial Officer 6 EX-5.1 2 ingen_s8-ex0501.txt LEGAL OPINION EXHIBIT 5.1 LAW OFFICE OF STEWART A. MERKIN ATTORNEY AT LAW RIVERGATE PLAZA, SUITE 300 444 BRICKELL AVENUE MIAMI, FLORIDA 33131 WWW.MERKINLAW.NET E-MAIL: MERKIN@MERKINLAW.NET TEL.: (305) 357-5556 FAX: (305) 358-2490 November 19, 2008 Ingen Technologies, Inc. 35193Avenue A, Suite C Yucaipa, California 92399 To the Board of Directors: I have been engaged as counsel for Ingen Technologies, Inc., a Georgia corporation (the "Company") in connection with a proposed offering under the Securities Act of 1933, as amended (the "Act") of 7,500,000 shares Common Stock, no par value (the "Shares"), to be issued to Hans Gassner pursuant to that certain Consulting Agreement, dated November 19, 2008 (the "Consulting Agreement") and a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") in connection therewith. In connection with rendering the opinion as set forth below, I have reviewed and examined the following: 1. Articles of Incorporation of the Company, as amended; 2. Bylaws of the Company; 3. Consent to Action in Lieu of Meeting of the Directors of the Company dated November 19, 2008; 4. Consulting Agreement; 5. Registration Statement on Form S-8 and exhibits thereto as filed with the Commission on or about this date; and, 6. Other such documents and legal authorities as I deemed necessary for purposes of rendering this opinion. In my examination, I have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted as originals, the conformity with the original documents of all documents submitted to me as photocopies or facsimile copies, and the authenticity of the originals of such copies. I have further assumed that Mr. Gassner will have completed the required consulting services and/or provided consideration required under the terms of the Consulting Agreement acceptable to the Board of Directors and that any Shares to be issued pursuant to the subject agreement will have been registered in accordance with the Act prior to the issuance of such Shares or exempt from registration. Based upon the foregoing and in reliance thereon, it is my opinion that, subject to the limitations set forth herein, the Shares, when issued, will be duly and validly authorized, legally issued, fully paid and non assessable shares of the Company's Common Stock, no par value. This opinion is expressly limited in scope to the Shares and does not cover subsequent issuances of shares. I consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. This opinion is not to be used, circulated, quoted or otherwise referred to, in whole or in part, for any other purpose without my prior express written consent. This opinion is based upon my knowledge of the law and facts as of the date hereof. I assume no duty to communicate with you with respect to any matters that come to my attention hereafter. Very truly yours, /s/ Stewart A. Merkin --------------------- Stewart A. Merkin, Esq. EX-10.36 3 ingen_s8-ex1036.txt CONSULTING AGREEMENT EXHIBIT 10.36 CONSULTING AGREEMENT CONSULTING AGREEMENT (The "Agreement") dated as of November 19, 2008 between Hans Gassner, c/o Wallace & Partners, One Portland Street, London and Ingen Technologies, Inc., 35193Avenue A, Suite C, Yucaipa, California 92399. RECITALS: A. Client desires to expand its presence in the European Union (the "EU)", to establish its corporate image in the EU and to increase awareness among the business community and public in the EU, including potential purchasers of Oxyview and OxyAlert and other respiratory products, and potential customers for Client's other products or services. B. Client desires to retain the services of Consultant in the EU with the objectives of (1) promoting, positioning and marketing Client`s corporate image, trademarks, brand names, products and services, (2) identifying potential business development partners, (3) identifying potential acquisition targets and structuring potential business acquisitions (other than any reverse merger), (4) developing new business strategies, and (5) developing marketing and advertising materials, agreements, and other documents in connection with the foregoing (the "Objectives"). C. Consultant has the expertise necessary to accomplish the Objectives. NOW, THEREFORE, in consideration of the mutual covenants and agreements, and upon the terms and conditions hereinafter set forth, the parties agree as follows: 1. Retention of Consultant. Client engages Consultant to provide consulting services to Client as may be necessary, proper or advisable to achieve the Objectives, and Consultant accepts such engagement, subject to the terms and conditions of this Agreement. 2. Services. Consultant agrees to work diligently and to the best of Consultant's knowledge, skill and ability to accomplish the Objectives. Consultant may out-source or contract for the performance of certain duties to persons that are competent and qualified to perform such duties and who shall be bound in writing to all of the provisions of this Agreement to the same extent as Consultant. Consultant shall keep Client fully informed of the foregoing activities; and, in general, cooperate with Client in connection with the foregoing activities. Consultant shall not provide any services in connection with the offer or sale of securities in a capital-raising transaction, and Consultant's services hereunder shall not directly or indirectly promote or maintain a market for Client's securities. In performing its duties, Consultant agrees to adhere to and to act in accordance with all applicable laws, rules and regulations, the policies and procedures of Client in effect from time to time, all written and oral instructions received from an authorized officer or employee of Client, and high ethical standards. 1 3. Compensation. Promptly upon execution of this agreement, Client shall pay Consultant a one-time nonrefundable fee of $75,000 USD (the "Fee") payable in the form of 7,500,000 shares of its Common Stock, no par value (the "Shares") and file a Registration Statement on Form S-8 with the United States Securities and Exchange Commission (the "SEC") to cover the resale of the Shares to the public. The number of Shares shall be determined by dividing the amount of the Fee by the closing bid price for one Share on the last trading day preceding the date the registration statement is filed. Promptly after the effective date of said registration statement, certificates evidencing the Shares shall be issued in the name of and delivered to Consultant without restrictive legend in such denominations, as Consultant shall designate. Client will bear the costs of the registration statement and issuance of the Shares. The shares will be issued in increments of 750,000 common shares without legend, as per the request of the Consultant. 4. Trade Secrets. Other than information known to the general public, all information relating to Client, whether or not set forth in tangible form, shall be treated as "Trade Secrets and Confidential Information." Consultant agrees not to use or to permit any other person to use any of the Trade Secrets and Confidential Information in any manner except for the purposes of this Agreement. Consultant agrees to hold the Trade Secrets and Confidential Information in strict confidence, and not to disclose to any other person the Trade Secrets and Confidential Information, except to only those of Consultant's contractors, agents and employees in furtherance of the Objectives who need to know such information, who shall be bound to all of the provisions of this agreement to the same extent as Consultant. Consultant agrees to take all other reasonable precautions to protect the Trade Secrets and Confidential Information from disclosure to any unauthorized third party and from any other use not authorized hereby. Upon termination of this Agreement, Consultant agrees to return to Client all records of the Trade Secrets and Confidential Information, including all copies thereof (other than Consultant's accounting records). 5. Expenses. If Consultant incurs any additional expenses to facilitate the transaction, Consultant shall obtain the consent of Client for any single item of expense. Client's consent hereunder shall not be unreasonably withheld or delayed. 6. Full Cooperation. In connection with the activities of Consultant on behalf of Client, Client will cooperate with Consultant and will furnish Consultant and Consultant's representatives with all information and data concerning Client as may be required in connection with Consultant's services hereunder. Consultant acknowledges the full assistance and cooperation of Med Gen and/or its affiliates acting as consultants to Client. 7. Representations. Client warrants and represents to Consultant that this Agreement does not conflict with any other agreement binding Client. Client warrants and represents to Consultant, that Client is fully authorized to offer and pay Consultant's compensation referred to in Section 3 above. 2 8. Indemnification. Client agrees to indemnify and hold harmless Consultant, and any company controlling Consultant or controlled by Consultant, and their respective officers, agents and employees to the full extent lawful, from and against any losses, claims, damages or liabilities (including reasonable counsel fees) related to or arising out of this Agreement; provided; however, that the indemnification provided for in this paragraph shall not apply to claims relating to non compliance with SEC rules and reporting and other requirements that the Consultant is required to comply with, which shall be the Consultant's responsibility. 9. Waiver of Breach. The failure by Client to exercise any rights or powers hereunder shall not be construed as a waiver thereof. The waiver by Client of a breach of any provision of this Agreement by Consultant shall not operate nor be construed as a waiver of any subsequent breach by Consultant. 10. Notices. All notices, requests, demands and other communications, which are required or permitted under this Agreement, shall be in writing and shall be deemed sufficiently given upon receipt if personally delivered, faxed, sent by recognized national overnight courier or mailed by certified mail, return receipt requested, to the address of the parties set forth above. Such notices shall be deemed to be given (i) when delivered personally, (ii) one day after being sent by overnight courier carrier or (iii) three days after being mailed, respectively. 11. Term; Resignation and Termination. The term of this Agreement shall commence on the date hereof and continue for sixty (60) days from the effective date of Client's Registration Statement on Form S-8 to be filed in connection herewith. The term shall be automatically extended for an additional thirty (30) days unless Client shall give written notice to the contrary. Client may terminate Consultant for cause by giving written notice in the event Consultant materially breaches or defaults in any of its duties, covenants or agreements as set forth herein, including a breach or default resulting from the death or disability of Consultant. Either party may terminate this Agreement by giving written notice upon the liquidation, bankruptcy or insolvency of the other party, an assignment for the benefit of creditors for the other party or composition of substantially all of its debts, or the appointment of a trustee or receiver for the business, property or affairs of the other party. 12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the United Kingdom. 13. Entire Agreement: Amendments. This Agreement contains the entire agreement and understanding between the parties and supersedes and preempts any prior understandings or agreements, whether written or oral. The provisions of this Agreement may be amended or waived only with the prior written consent of Client and Consultant. 3 14. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of, and shall be enforceable by Consultant and Client and their respective successors and assigns; provided, however, that the rights and obligations of Consultant under this Agreement shall not be assignable. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. Ingen Technologies, inc. By: _____________________________ Scott Sand Chairman/CEO By: _____________________________ Hans Gassner 4 EX-23.1 4 ingen_s8-ex2301.txt CONSENT Exhibit 23.1 Child, Van Wagoner & Bradshaw, PLLC CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Form S-8 Registration Statement of Ingen Technologies, Inc. (the "Company"), of our report dated September 10, 2008 contained in Registrant's Annual Report on Form 10-KSB/A for the fiscal year ended May 31, 2008, filed on or about November 17, 2008. /s/ Child, Van Wagoner & Bradshaw, PLLC Certified Public Accountants Salt Lake City, Utah November 18, 2008 5296 So. Commerce Dr., Suite 300 o Salt Lake City, Utah 84107-5370 Telephone: (801) 281-4700 o Facsimile: (801) 281-4701 Members: American Institute of Certified Public Accountants o Utah Association of Certified Public Accountants -----END PRIVACY-ENHANCED MESSAGE-----