As filed with the Securities and Exchange Commission on April 13, 2004
Registration No. __________________
United States Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
Proton Laboratories, Inc.
(Exact Name of Registrant as specified in its charter)
Washington 91-2022700
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Proton Laboratories, Inc.
1150 Marina Village Parkway, Suite 103
Alameda, California 94501
voice: (510) 865-6412
fax: (510) 865-9385
(Address and telephone number of principal executive offices and
principal place
of business)
BentleyCapitalCorp.com, Inc.
(Former Name of small business issuer)
2004 Stock and Stock Option Plan
(Full Title of the Plan)
Edward Alexander, Chief Executive Officer and President
1150 Marina Village Parkway, Suite 103
Alameda, California 94501
voice: (510) 865-6412
fax: (510) 865-9385
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a Copy to:
Joel Seidner, Esq.
1240 Blalock, Suite 250
Houston, Texas 77055
voice: (713) 461-2627 ext. 210
fax: (713) 461-2633
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Calculation Of Registration Fee
Proposed
Maximum
Offering
Price Per Proposed Amount of
Amount to be Share Maximum Registration
Aggregate
Title of Securities to be Registered Registered (1) Offering Price Fee
---------------------------------------------------------------------------------------------
Common Stock, 500,000 shares $ 1.70 $ 850,000.00 $ 115.00
par value $0.001,
the exercise of options granted
under to be issued upon grant of
stock or upon the 2004 Stock and
Stock Option Plan.
---------------
(1) The Proposed Maximum Offering Price Per Share was computed pursuant to Rule 457 under
the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of
calculating the registration fee. Computation is based on the closing price of the common
stock on the OTCBB under the stock symbol "BCPC' on April 12, 2004.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by Proton Laboratories, Inc. (the
"Registrant"):
1. The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 2003, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
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2. The description of the Registrant's Common Stock contained in Registrants'
Registration Statement on Form SB-2 relating to the Registrant's Common
Stock filed pursuant to Section 12(g) of the Exchange Act on August 25,
2003.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
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 in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Joel Seidner, Esq., Attorney At Law, 1240 Blalock Road, Suite 250, Houston,
Texas 77055, tel. (713) 461-2627 ext. 210, has acted as our legal counsel for
this offering. The validity of the shares offered by this prospectus has been
passed upon for Proton Laboratories, Inc. by Mr. Seidner. As of April 12, 2004,
Mr. Seidner owns 8,300 shares of our common stock.
Item 6. Indemnification of Directors and Officers.
The Washington Business Corporation Act at Title 23 RCW provides that we
shall indemnify our officers and directors and hold harmless each person who
was, is or is threatened to be made a party to or is otherwise involved in any
threatened proceedings by reason of the fact that he or she is or was our
director or officer, against losses, claims, damages, liabilities and expenses
actually and reasonably incurred or suffered in connection with such proceeding.
However, the statutory indemnity does not apply to: (a) acts or omissions
of the director finally adjudged to be intentional misconduct or a knowing
violation of law; (b) unlawful distributions; or (c) any transaction with
respect to which it was finally adjudged that such director personally received
a benefit in money, property, or services to which the director was not legally
entitled.
Our Articles of Incorporation and By-Laws also state that we indemnify our
officers and directors and hold harmless each person who was, is or is
threatened to be made a party to or is otherwise involved in any threatened
proceedings by reason of the fact that he or she is or was our director or
officer, against losses, claims, damages, liabilities and expenses actually and
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reasonably incurred or suffered in connection with such proceeding.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the forgoing 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 that Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Exhibit Name
4.1 2004 Stock and Stock Option Plan.
5.1 Opinion of Counsel with respect to the legality of the
securities being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Hansen, Barnett & Maxwell.
Item 9. Undertakings.
(a) The Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
Registration Statement; and
(iii) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new Registration Statement of the securities
offered, and the Offering of the securities at that time to be the initial bona
fide Offering.
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(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the Offering.
(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 Securities and Exchange 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, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Proton Laboratories, Inc., 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 Alameda, State of
California, on April 12, 2004.
Proton Laboratories, Inc
(signed) __________________
/s/ Edward Alexander
Edward Alexander
Director, Chief Executive Officer 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 dates indicated.
Signature Title Date
--------------------------------------------------------------------------------
(signed) ______________
/s/ Edward Alexander Director, Chief Executive Officer April 12, 2004
Edward Alexander and Chief Financial Officer
(signed) ______________
/s/ Dick Wullaert Director, Vice President April 12, 2004
Dick Wullaert and Chief Technical Officer
(signed) ______________
/s/ Michael Fintan Ledwith Director April 12, 2004
Michael Fintan Ledwith
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Exhibit Number Exhibit Name
4.1 2004 Stock and Stock Option Plan.
5.1 Opinion of Counsel with respect to the legality of the
securities being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Hansen, Barnett & Maxwell.
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