S-8 POS 1 0001.txt AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sanguine Corporation --------------------------------------- (Exact Name of Registrant as Specified in its Charter) Nevada 95-4347608 (State or Other Jurisdiction (IRS Employer ID No.) of incorporation or organization) 101 East Green Street, #11 Pasadena, California 91105 -------------------------- (Address of Principal Executive Offices) (626) 405-0079 -------------- (Issuer's Telephone Number, including Area Code) April 2000 Consultant Compensation Agreement ------------------------------------------ (Full Title of the Plan) Thomas C. Drees 101 East Green Street, #11 Pasadena, California 91105 -------------------------- (Name and Address of Agent for Service) (626) 405-0079 -------------- (Telephone Number, Including Area Code, of Agent for Service) IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ] CALCULATION OF REGISTRATION FEE ----------------------------------------------------------------------------- Title of Each Proposed Proposed Class of Maximum Maximum Amount of Securities to Amount to Price per Aggregate Registration be Registered be Registered Unit/Share Offering Price Fee (1) ----------------------------------------------------------------------------- $0.001 par value common voting stock 1,350,000 (2)(3) $0.25 $337,500 $93.86 ----------------------------------------------------------------------------- (1) Calculated according to Rule 230.457(h) of the Securities and Exchange Commission, based upon the exercise price of the options covering the underlying common stock to be issued under the Plan. (2) Shares issued to two executive officers, Messrs. Hargreaves and Nelson, shall be subject to resale under Rule 144 except for provisions respecting the holding period. (3) All persons who were issued securities of the Registrant pursuant to this Registration Statement have agreed to a lock-up respecting these securities that prohibits any sale or other disposition thereof until May 7, 2001, as a condition to the private placement of certain "restricted securities" of the Registrant currently being offered to "accredited investors." 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, on the date or dates appearing opposite the respective signatures hereto. REGISTRANT: Date: 8/30/00 /s/ Thomas C. Drees Thomas C. Drees, Ph.D. President and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons (who constitute all of the members of the Board of Directors of the Registrant) in the capacities and on the date indicated. Date: 8/30/00 /s/ Thomas C. Drees Thomas C. Drees, Ph.D. President and Director Date: 8/30/00 /s/ Anthony G. Hargreaves Anthony G. Hargreaves Secretary/Treasurer and Director Date: 8/30/00 /s/ David E. Nelson David E. Nelson CFO and Director