Genethera S-8
UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
GENETHERA,
INC.
(Exact
name of Registrant as specified in its charter)
Florida 65-0622463
(State
or other jurisdiction
of (IRS
Employer
incorporation
or
organization)
Identification
No.)
3930
Youngfield
Wheat
Ridge, Colorado 80033
(Address
of Principal Executive Offices, including ZIP Code)
Antonio
Milici
3930
Youngfield
Wheat
Ridge, Colorado 80033
(Name
and
address of agent for service)
(303)
463-6371
(Telephone
number, including area code, of agent for service)
CALCULATION
OF REGISTRATION FEE
| |
|
|
|
Proposed
|
|
|
|
|
|
|
Title of Each Class
|
|
|
|
Maximum
|
|
Proposed Maximum
|
|
|
|
|
of Securities to
|
|
Amount to be
|
|
Offering
|
|
Aggregate
|
|
Amount of
|
|
|
be Registered
|
|
Registered (1)
|
|
Price per Share (2)
|
|
Offering Price (2)
|
|
Registration Fee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
8,000,000
shares
|
|
$
|
.04(1)
|
|
$
|
320,000
|
|
$
|
9.82
|
|
|
Total
|
|
8,000,000
shares
|
|
.04(1)
|
|
$
|
320,000
|
|
$
|
9.82
|
|
(1)
This
calculation is made solely for the purposes of determining the registration
fee
pursuant to the provisions of Rule 457(c) under the Securities Act of 1933,
as
amended, and is calculated on the basis of the average of the high and low
bid
prices reported on the OTC Bulletin Board as of May 1, 2007.
PART
I
Note:
The documents containing the information concerning the Genethera, Inc. 2006
NON-QUALIFIED STOCK COMPENSATION PLAN (collectively, the “Plan”) required by
Item 1 of Form S-8 and the statement of availability of registrant
information, plan information and other information required by Item 2 of
Form S-8 will be sent or given to employees as specified by Rule 428 under
the
Securities Act of 1933, as amended (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 “Commission”)
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. Genethera, Inc.
(hereinafter referred to as “the Company,” “we,” “our,” “us,” or “its”) will
maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Company will furnish to the Commission or its
staff a copy of any or all of the documents included in such file.
PART
II
The
following documents, which the Company has filed with the Commission pursuant
to
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
incorporated into this Registration Statement by reference and shall be deemed
to be a part hereof:
(1)
the Company’s Annual Report on Form 10-KSB/A for the fiscal year ended
December 31, 2006, filed with the Commission on May 2, 2007;
(2)
the description of the Company’s Common Stock under the caption “Description of
Capital Stock” in the Company’s Registration Statement on Form 10, filed on
January 4, 2000, and as thereafter amended from time to time for the purpose
of
updating, changing or modifying such description.
(3)
the
company’s 2006 Non-Qualified Stock Compensation Plan filed on form S-8 on August
2, 2006
In
addition, all documents filed by the Company with the Commission 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 to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any
statement contained in this Registration Statement, in an amendment hereto
or in
a document 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 subsequently filed amendment or supplement
to this Registration Statement or in any document that is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Nothing in this
Registration Statement shall be deemed to incorporate information furnished
by
us but not filed with the Commission pursuant to Items 2.02, 7.01 or 9.01 of
Form 8-K.
Item 4.
Description of Securities.
Not
applicable.
Not
applicable.
Reference
is hereby made to the provisions of the Florida Business Corporation Act, which
provides for indemnification of directors and officers under certain
circumstances. The Registrant's Articles of Incorporation and Bylaws provide
that the Company shall, to the fullest extent permitted by the laws of the
State
of Florida, indemnify any director, officer, employee and agent of the
corporation against expenses incurred by such person by reason of the fact
that
he serves or has served the corporation in such capacity. Indemnification under
the Company's Articles Bylaws is nonexclusive of any other right such persons
may have under statute, agreement, bylaw or action of the Board of Directors
or
shareholders of the corporation.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling GeneThera, Inc. pursuant
to the foregoing provisions, GeneThera has been informed 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.
Item 7.
Exemption from Registration Claimed.
Not
Applicable.
Item 8.
Exhibits.
5.1*
Legal Opinion of J. Wade Mezey, Esq.
10.1
2006
Non-Qualified Stock Compensation Plan (filed on form S-8 August 2,
2006)
*
Filed
herewith
Item
9. Undertakings 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 to:
(i)
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
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, represents a fundamental
change in the information set forth in the registration statement;
(iii)
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change
to
such information in this registration statement.
Provided,
however, that paragraphs (1)(i) and (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 pursuant to 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 offered 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)
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.
(5)
Insofar as indemnification for liabilities arising under the Securities Act
may
be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, 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 registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
The
undersigned hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of registrant's annual report
pursuant to Section 13(a) 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
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
Wheat
Ridge, Colorado, on May 2, 2007.
GeneThera,
Inc.
(Registrant)
/s/
Antonio Milici
------------------------------------
Antonio
Milici
President
& CEO
Signature
Title Date
------------------------------------------------------------------------------------------------------------------------
Principal
Executive Officer:
/s/Antonio
Milici President, CEO and Director May 2, 2007
-----------------
Antonio
Milici
Principal
Financial Officer and
Principal
Accounting Officer:
/s/
Tannya L. Irizarry Chief Financial Officer (Interim) May 2, 2007
----------------------
Tannya
L.
Irizarry
Additional
Directors:
/s/
Thomas G. Slaga Director May
2,
2007
-------------------
Thomas
G.
Slaga
The
Plan.
Pursuant to the requirements of the Securities Act of 1933, the Board of
Directors has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Wheat Ridge,
State
of Colorado, on May 2, 2007.
GENETHERA,
INC.
Consultant
and Employee Stock Compensation Plan
By:
/s/
Antonio Milici
----------------------------
Antonio
Milici, President
INDEX
TO
EXHIBITS
Exhibit
No. Title
-------------------
------------------------------------------------------------
5.1
Legal
opinion of J Wade Mezey, Esq.
10.1
2006
Non-Qualified Stock Compensation Plan