SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AIRTECH INTERNATIONAL GROUP, INC.
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(Exact name of registrant specified in its charter)
Wyoming 98-0120805
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12561 Perimeter, Dallas, TX 75228
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(Address of Principal Executive Officers)(Zip Code)
Employee Stock Plan of 2002
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(Full title of the plan)
CJ Comu, 12561 Perimeter, Dallas, TX 75228
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(Name and address of agent for service)
972-960-9400
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
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Common 8,000,000 SHS. $0.20 $1,600,000 $383.00
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Notes:
1. If plan interests are being registered, include the following:
In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) and described herein.
2. Specific details relating to the fee calculation shall be furnished
in notes to the table, including references to provisions of Rule 457 relied
upon, if the basis of the calculation is not other wise evident from the
information presented in the table.
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Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part,
filed pursuant to rule 424 (b) or (c) of the Securities Exchange Commission
under the Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report or the prospectus referred to in (a)
above.
(c) The descriptions of the registrant's common stock which is contained in
the registrant's registration statements filed under section 12 of the
Securities Exchange Act of 1934, including any amendment or reports filed
for the purpose of updating such descriptions.
(d) All documents subsequently filed by the registrant 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 deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a
part hereof from the date of filling of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded 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 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers
Each person who was or is made a party or is threatened to be made party to
or is involved in or called as a witness in any Proceeding because he or she is
an Indemnified Person, shall be indemnified and held harmless by the corporation
to the fullest extent permitted under the Wyoming Business Corporation Act (the
"WBCA"), as the same now exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than the WBCA permitted
the corporation to provide prior to such amendment). Such indemnification shall
cover all expenses incurred by an Indemnified Person (including, but not limited
to, attorneys' fees and other expenses of litigation) and all liabilities and
losses (including, but not limited to, judgments, fines, ERISA or other excise
taxes or penalties and amounts paid or to be paid in settlement) incurred by
such person in connection therewith.
Notwithstanding the foregoing, except with respect to indemnification
specified in Section 3 of the Article, the corporation shall indemnify an
Indemnified Person in connection with a Proceeding (or part thereof) initiated
by such person only if such Proceeding (or part thereof) was authorized by the
board of directors of the corporation.
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For purposes of this Article:
(i) a "Proceeding" is any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, and any appeal therefrom
and whether formal or informal;
(ii)an "Indemnified Person" is a person who is, was, or had
agreed to become a director or an officer or a
Delegate, as defined herein, of the corporation or the
legal representative of any of the foregoing; and
(iii) a "Delegate" is a person serving at the request of the
corporation or a subsidiary of the corporation a director,
trustee, fiduciary, or officer of such subsidiary or of
another corporation, partnership, joint venture, trust or
other enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
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 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. (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 paragraph
(a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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
bonafide offering thereof.
(3) To remove 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 of 1933, each filling 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 herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(e) 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 is 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.
(h) 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 provision described in Item 6, 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 that
the payment by the registrant of expenses incurred or paid by the director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceedings) 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.
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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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized , in Dallas, State of Texas, December 12, 2001.
By /s/ CJ Comu
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CJ Comu
Chief Executive Officer
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