U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
ECOLOCLEAN INDUSTRIES, INC.
(Exact Name of Registrant as specified in charter)
Nevada 65-1060612
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(State of Incorporation) (IRS Employer Identification No.)
2242 South Hwy # 83
Crystal City, TX 78839
(830)374-9100
(Address of principal executive offices)
(Full Title of the Plan)
2004 Non-Qualified Stock Grant and Option Plan
Royis Ward, President
2242 South Hwy # 83
Crystal City, TX 78839
(Name and Address of agent for Service)
(830) 374-9100
(Telephone number, including area code for agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of (1) maximum maximum
securities Securities offering aggregate Amount of
to be to be price per offering Registration
registered registered share (2) price (2) Fee (3)
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Common 5,000,000 $0.85 $4,250,000 $538.48
$.001 par shares
value
(1) Includes an indeterminate number of additional shares which may be issued
pursuant to the above plan as a result of any future stock split, stock
dividend, or similar adjustment.
(2) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and low
bid prices reported on July 21, 2004 as reported on the NASD OTC Bulletin Board.
EXPLANATORY NOTE
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In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
in Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.
PART II
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Item 3. Incorporation of Documents by Reference
The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated in this registration
statement by reference:
(a) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act, including but not limited to the Company's Annual Report on Form
10-KSB for the year ending December 31, 2003 and Quarterly Report on
Form 10-QSB for the period ending March 31, 2004.
In addition, all documents subsequently filed 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 to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
de-registers all of the shares then remaining unsold, will be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of the documents. Any statement contained in a document
incorporated or superceded for purposes of this registration statement, to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supercedes such statement. Any such statement so modified or
superceded will not be deemed, except as so modified or superceded, to
constitute a part of this registration statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable, the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with this registration statement
will be passed upon for Ecoloclean Industries, Inc. by Wilson Law Offices. Mr.
Wilson is a shareholder of the Company. This plan registers shares which may, in
the future, be issued for legal services rendered to the company.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article VI of the Articles of Incorporation of the registrant
states:
" The Corporation shall indemnify, to the fullest extent permitted by applicable
law in effect from time to time, any person against all liability and expense
(including attorneys' fees) incurred by reason of the fact that he is or was a
director or officer of the Corporation, he is or was serving at the request of
the Corporation as a director, officer, employee, or agent of , or in any
similar managerial or fiduciary position of, another corporation , partnership,
joint venture, trust or other enterprise. The Corporation shall also indemnify
any person who is s3erving or has service the Corporation as a director,
officer, employee, or agent of the Corporation to the extent and in the manner
provided in any bylaw, resolution of the shareholders or directors, contract or
otherwise so long as such provision is legally permissible."
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company
believes 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The following documents are incorporated by reference from the
Company's Periodic Report filings, SEC File # 0-29613, as filed with the
Securities & Exchange Commission.
Exhibit Number Description
(3.1)* Articles of Incorporation of Ecoloclean Industries,
Inc., formerly Sailtech International, Inc.
(3.2)* Certificate of Amendment of Articles of Incorporation
of Sailtech International, Inc.
(3.3)* By-Laws
(5.0) Opinion of Counsel regarding the legality of the
securities registered under this Registration
Statement
(10) 2004 Non-Qualifed Stock Grant and Option Plan
(23.0) Consent of Independent Certifying Public Accountant
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* Previously filed.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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.
(4) 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.
(5) Insofar as indemnification for liabilities 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
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, who are duly authorized.
Dated: July 8, 2004
Ecoloclean Industries, Inc.
a Nevada corporation
/s/ Royis Ward
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Royis Ward
President, Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
Date: July 8, 2004 /s/ Royis Ward
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Royis Ward
President, Director
/s/ Michael Ward
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Michael Ward,
Secretary/Treasurer,
Director