r-s8.htm
As
filed with the Securities and Exchange Commission on August 5,
2010
Registration
No. 333-
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ALTERNATIVE
ENERGY PARTNERS, INC.
(Name of
registrant as specified in its charter)
Florida
|
|
26-2862564
|
(State
or Other Jurisdiction of
|
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
|
Identification
No.)
|
1365 N. Courtenay Parkway,
Suite A
Merritt
Island, Florida 332953
(Address
of Principal Executive Offices and Zip Code)
Alternative
Energy Partners, Inc. Consulting Agreements
(Full Title of the
Plan)
Gary
Reed, President and Secretary
1365 N. Courtenay Parkway,
Suite A
Merritt
Island, Florida 332953
(Name and Address of Agent
For Service)
Copies
to:
William
B. Haseltine
Haseltine
Law Office
1629
K St, NW, Ste 300
Washington,
DC 20006
(703) 627 2652
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
Accelerated Filer ¨ Accelerated
Filer ¨
Non-Accelerated
Filer ¨ Smaller
Reporting Company þ
(Do not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
Title of Securities to be
Registered
|
|
Amount to be
Registered
|
|
|
Proposed
Maximum
Offering Price Per
Unit
|
|
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
|
|
Amount of
Registration
Fee(3)
|
|
Common
Stock, par value $0.001 per share(1)
|
|
|
18,346,152
|
|
|
$
|
0.09
|
|
|
$
|
1,651,154
|
|
|
$
|
1,687.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) In
addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
“Securities Act”), this
registration
statement also covers an indeterminate number of shares to be offered and sold
in the
future pursuant.
(2)
|
Estimated solely for purposes of calculating the registration
fee.
|
(3) Calculated
under Section 457(h) of the 1933 Act
EXPLANATORY
NOTE
This
registration statement contains information required in the registration
statement under Part II of Form S-8. The plan information specified
by Part I of Form S-8 is not being filed with the Securities and Exchange
Commission as permitted by the Note in Part I of Form S-8. This plan
information required by Item 1 of Form S-8, as well as the statement of
availability of registrant information and any other information required by
Item 2 of Form S-8, will be sent or given to participants of the 2010
Alternative Energy Partners, Inc. Stock Incentive Plan as specified under Rule
428 under the Securities Act.
PART I
|
|
|
|
Item 1. Plan
Information
|
1
|
|
Item 2. Registrant Information and Employee
Plan Annual Information
|
3
|
PART II
|
|
|
|
Item 3. Incorporation of Documents by
Reference
|
4
|
|
Item 4. Description of
Securities
|
4
|
|
Item 5. Interests of Named Experts and
Counsel
|
4
|
|
Item 6. Indemnification of Directors and
Officers
|
4
|
|
Item 7. Exemption From Registration
Claimed
|
5
|
|
Item 8. Exhibits
|
5
|
|
Item 9. Undertakings
|
6
|
SIGNATURES
|
|
|
Exhibit Index
|
|
|
|
|
|
|
|
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ALTERNATIVE
ENERGY PARTNERS, INC.
REGISTRATION
STATEMENT UNDER FORM S-8
August
5, 2010
Item 1. Plan
Information
The
documents containing the information specified in Part I, Item 1 of Form S-8
will be sent or given to employees, consultants and legal advisers of
Alternative Energy Partners, Inc. (the “Company”) as specified by Rule 428(b)(1)
promulgated under the Securities Act. These documents, together with
the documents incorporated by reference into the registration statement filed
with the Securities and Exchange Commission on August 4, 2010, pursuant to Item
3 of Part II hereof, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act. In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the “SEC”) either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Company will maintain a file
of such documents in accordance with the provisions of Rule 428. Upon
request, the Company will furnish to the SEC or its staff a copy or copies of
all of the documents included in that file.
a.
|
General Plan
Information
|
The
Company has entered into Consulting Agreements with eight individuals for the
providing of services to the Company and has already issued shares to four
individuals in lieu of cash compensation. The four individuals who
are identified by name as the Selling Shareholders are natural persons, have
provided and continue to provide bona fide services to the Company, and the
services provided and to be provided are not in connection with the offer or
sale of any securities and do not, directly or indirectly, promote or maintain a
market for the Company’s shares. The Selling Shareholders are
entitled to receive a total of 16,500,000 shares under their Consulting
Agreements, but the Shares have not yet been issued.
No
interests in any Plan are being registered in this Prospectus and no Plan
documents exist or are filed with this Prospectus, other than the Consulting
Agreements. Copies of the Consulting Agreements under which the
Selling Shareholders obtained the Shares are attached as
Exhibits. The Company will supplement this Prospectus by the filing
of an amendment to identify any other consultants who have already been issued
shares under their Consulting Agreements. The Company has agreed to
issue a total of 18,346,152 common shares to 8 individuals for consulting
services, and has agreed to register the shares at the request of these
individuals. A total of 16,500,000 Shares have been identified to be
issued to the identified Selling Shareholder and an additional 1,846,152 shares
have been issued already and are held by three individuals, who have no present
intent to sell the shares.
As of the
date of this Prospectus, the Company has not been a shell company at any time
during the past 60 days and filed current Form 10 information with the SEC more
than 60 days prior to the filing. The Company also has filed with the
Commission all required electronic filings and has submitted electronically and
posted on its Web site all Interactive Data Files required to be submitted and
posted by it during the 12 calendar months preceding this registration
statement.
b.
|
Securities to be
Offered
|
The
Company has issued or will issue up to 18,346,152 shares of its common stock,
par value $0.001 (the “Shares”), to eight consultants and legal advisers under
Consulting Agreements with them. A total of 16,500,000 shares of the
Selling Shareholders are being issued under this Registration
Statement. An additional 1,846,152 Shares will be offered and sold in
the future by the current holders of the Shares pursuant to a Reoffer Prospectus
to be filed in the future as an amendment to this registration
statement. The Shares to be issued and the Selling Shareholders are
summarized in the chart below:
Selling
|
|
Shares
Owned
|
|
Number
of
|
|
Shares
Owned
|
|
Percent
Owned
|
Shareholder
|
|
Before
Issue
|
|
Shares
Registered
|
|
After
Issue
|
|
After
Issue(1)
|
Christopher
Davies
|
|
--
|
|
4,000,000
|
|
4,000,000
|
|
1.4%
|
Stanley
Elbaum
|
|
--
|
|
4,000,000
|
|
4,000,000
|
|
1.4%
|
Dennis
Shen
|
|
--
|
|
1,000,000
|
|
1,000,000
|
|
<1%
|
Michael
Saddik
|
|
--
|
|
6,500,000
|
|
6,500,000
|
|
2.2%
|
William
Haseltine
|
|
--
|
|
1,000,000
|
|
1,000,000
|
|
<1%
|
Other
consultants(2)
|
|
1,846,152
|
|
--
|
|
1,846,152
|
|
<1%
|
Totals
|
|
1,846,152
|
|
16,500,000
|
|
18,346,152
|
|
6.1%
|
(1)
|
Based
on 294,920,820 common shares outstanding after
issue.
|
(2)
|
Shares
are held by three consultants and were issued in private transactions
under Section 4(2) of the 1933 Act. None of these Shares are
included in a Reoffer Prospectus filed as part of this registration
statement. Any future sales of these Shares will only be made
pursuant to a Reoffer Prospectus filed as an Amendment and Supplement, as
provided in General Instruction C of the Instructions for filing Form S-8,
to this registration statement, or pursuant to Rule 144, if
available.
|
c.
|
Employees, consultants
and legal counsel who may participate in the
Plan
|
Eight
individuals who have and will continue to provide legal, financial and marketing
services to the Company under Consulting Agreements with the Company are
entitled to participate in the Plan by receiving Shares in lieu of
compensation.
d.
|
Purchase of Securities
Pursuant to the Plan and Payment for Securities
Offered
|
The
consultants who have received or will receive Shares under their Consulting
Agreements are receiving the Shares in lieu of compensation for their
services. No other payments are or will be required or received for
the Shares.
There are
no resale or other restrictions imposed on the Shares other than any
restrictions resulting from applicable securities laws.
f.
|
Tax Effects of Plan
Participation
|
The
consultants who have or will receive Shares under their Consulting Agreements
will receive the Shares in lieu of compensation for their services, and will
recognize ordinary compensation income in the amount of the fair market value of
the Shares at the time of the issue of the Shares and as provided in their
Consulting Agreements.
Not
applicable
h.
|
Withdrawal from the
Plan; Assignment of Interest
|
There is
no basis for a withdrawal from the Plan as each Consultant will receive the
Shares without further limitations or conditions.
i.
|
Forfeitures and
Penalties
|
Once
issued, the Shares issued to each Consultant are registered to the Consultant or
his assigns and there is no provision for forfeiture or penalty
thereafter.
j.
|
Charges and Deductions
and Liens Therfor
|
Not
applicable.
Item
2. Registrant Information and Employee Plan Annual
Information
The
Company shall furnish without charge to each Consultant, upon written or oral
request of such person, a copy of any or all of the documents incorporated by
reference in Item 3 of Part II of this registration statement, which documents
are incorporated by reference in the Section 10(a) prospectus, as well as any
documents required to be delivered to participants pursuant to Rule 428(b) under
the Securities Act. Requests should be directed to Alternative Energy
Partners, Inc., Attn: Corporate Secretary, 1365 N. Courtenay Parkway, Suite A,
Merritt Island, Florida 32953, telephone 321-452-9091.
All
information in this registration statement and the prospectus is qualified in
its entirety by the detailed information, including financial statements,
appearing in the documents incorporated herein or therein by
reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by the Company with the SEC are hereby incorporated by
reference in this registration statement:
|
(a)
|
The
Company’s latest annual report on Form 10-K for the fiscal year ended July
31, 2009 filed pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), on November 12,
2009;
|
|
(b)
|
The
Company’s quarterly report on Form 10-Q for the quarter ended October 31,
2009 filed pursuant to the Exchange Act on December 21, 2009;
|
(c) The Company’s
quarterly report on Form 10-Q for the quarter ended January 31, 2010
filed
pursuant to the Exchange Act on March 17, 2010;
|
(d)
|
The
Company’s quarterly report on Form 10-Q for the quarter ended April 30,
2010 filed pursuant to the Exchange Act on June 14,
2010;
|
|
(e)
|
The
Company’s current reports on Form 8-K filed pursuant to the Exchange Act
on March 3, 2010, May 21, 2010, and June 14,
2010;
|
|
(f)
|
All
other reports that the Company has filed with the SEC pursuant to Section
13(a) or 15(d) of the Exchange Act up to the effective date of this
registration statement.
|
All
documents filed with the SEC by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment indicating that
all securities offered under the Plan have been sold, or deregistering all
securities then remaining unsold thereunder, shall be deemed to be incorporated
by reference in this registration statement and to be a part of it from the
respective dates of filing of such documents. Any statement contained
in this registration statement or in any document incorporated or deemed to be
incorporated by reference herein or therein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained therein or in any other subsequently filed document that is
also incorporated or deemed to be incorporated therein by reference, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement and prospectus.
Item 4.
Description of Securities.
Not
applicable.
Item 5.
Interests of Named Experts and Counsel.
Certain
legal matters with respect to this offering will be passed upon for the Company
by Haseltine Law Office. Mr. William Haseltine, principal in this
firm, is receiving 1,000,000 shares of Common Stock of the Company pursuant to a
Consulting Agreement.
Item 6.
Indemnification of Directors and Officers.
The
Company’s bylaws provide for the indemnification of a present or former director
or officer. The Company indemnifies any director, officer, employee
or agent who is successful on the merits or otherwise in defense on any action
or suit. Such indemnification shall include, but not necessarily be
limited to, expenses, including attorney’s fees actually or reasonably incurred
by him. Florida law also provides for discretionary indemnification
for each person who serves as or at the Company request as an officer or
director. The Company may indemnify such individual against all
costs, expenses and liabilities incurred in a threatened, pending or completed
action, suit or proceeding brought because such individual is a director or
officer. Such individual must have conducted himself in good faith
and reasonably believed that his conduct was in, or not opposed to, the Company
best interests. In a criminal action, he must not have had a
reasonable cause to believe his conduct was unlawful.
Florida
Law
Pursuant
to the provisions of Florida Statutes Section 607.0850, the Company shall have
power to indemnify any person who was or is a party to any proceeding (other
than an action by, or in the right of, the corporation), by reason of the fact
that he or she is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against liability incurred in connection
with such proceeding, including any appeal thereof, if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any proceeding by judgment, order, settlement, or
conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
A
corporation shall have power to indemnify any person, who was or is a party to
any proceeding by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses and
amounts paid in settlement not exceeding, in the judgment of the board of
directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made under this subsection
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable unless, and only to the extent that, the court in
which such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem
proper.
Item 7.
Exemption From Registration Claimed.
Not
applicable..
Item 8.
Exhibits.
The
following exhibits are filed herewith:
Exhibit
5
|
Opinion
of Haseltine Law Office regarding legality of the securities being
registered hereby.
|
Exhibit
23 Consent
of Berman & Co., independent public accounting firm.
Exhibit
99.01 Consulting
Agreement with Christopher Davies
Exhibit
99.02 Consulting
Agreement with Stanley Elbaum
Exhibit
99.03
Consulting Agreement with Dennis Shen
Exhibit
99.04 Consulting
Agreement with Michael Saddik
Exhibit
99.05 Consulting
Agreement with William Haseltine
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:
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
(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 the
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 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 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration
statement;
|
(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) above do not apply if 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 Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is against
public policy as expressed in the Securities 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 hereby, 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 Merritt
Island, State of Florida, on this 5th day of August, 2010.
__/s/ Gary
Reed_______________________________________________
Gary
Reed
Chief
Executive and Financial Officer, Director
EXHIBIT
INDEX
Exhibit
5
|
Opinion of
Haseltine Law Office regarding legality of the securities being registered
hereby.
|
Exhibit
23
Consent of Berman & Co., independent public accounting firm.
Exhibit
99.01 Consulting
Agreement with Christopher Davies
Exhibit
99.02 Consulting
Agreement with Stanley Elbaum
Exhibit
99.03 Consulting
Agreement with Dennis Shen
Exhibit
99.04 Consulting
Agreement with Michael Saddik
Exhibit
99.05 Consulting
Agreement with William Haseltine