SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NOVA COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
Nevada 95-4756822
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
370 Amapola Ave. # 202, Torrance, California 90501
(Address of Principal Executive Offices) (Zip Code)
NOVA COMMUNICATIONS, INC, 2003 CONSULTANTS PLAN
Robert McNeely
310 West Telegraph St.
Carson City, NV 89703
(Name, address, and telephone number of agent for service)
Copies to:
Robert C. Laskowski, Esq.
520 SW Yamhill, Suite 600
Portland, Oregon 97204-1329
(503) 241-0780
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum Amount of
Title of securities Amount to maximum offering aggregate offering registration
to be registered be registered price per share price fee
(1) (2) (2) (3)
-------------------- --------------- ------------------ -------------------- --------------
Common Stock, 125,000,000 $ 0.01 $ 1,250,000 $ 115.00
par value $0.001 shares
per share
(1) This filing registers 125,000,000 shares of registrant's common stock, par
value $0.001 per share (the "Common Stock"), reserved for issuance to employees,
advisors and consultants for services to be provided to registrant ("Company").
(2) Estimated solely for purposes of calculating the registration fee in
accordance with the Securities Act of 1933, as amended, based on the closing
price for the Common Stock in the over-the-counter market on April 1, 2003.
(3) Calculated in accordance with Section 6(b) of the Securities Act of 1933, as
amended (the "Act"), and Securities and Exchange Commission ("SEC") Rule 457(h)
promulgated under the Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I is permitted to be omitted.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Company with the SEC are incorporated
by reference in this registration statement:
(a) Company's annual report on Form 10-KSB for year ended December 31,
2001, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the year covered by the annual report
referred to in (a) above, specifically the quarterly report on Form
10Q-SB for the quarter ended September 30, 2002.
All documents filed by the Company subsequent to those listed in Item
3(a)-(b) above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
-2-
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In addition to any rights of indemnification that may be granted to
directors and officers under the Nevada Business Corporation Code, as amended,
Company's Bylaws (the "Bylaws") grant Company broad powers to indemnify
directors and officers against liabilities that they may incur in such
capacities.
The Bylaws require the indemnification of an officer or director made
or threatened to be made a party to a proceeding because such person is or was
an officer or director of Company against certain liabilities and expenses if:
(i) the officer or director acted in good faith; (ii) the officer or director
reasonably believed the actions were in or not opposed to Company's best
interest; and (iii) in the case of a criminal proceeding, the officer or
director had no reasonable cause to believe that the conduct was unlawful. In
the case of any proceed ing by or in the right of Company, an officer or
director is entitled to indemnification to the fullest extent permitted by law
if the officer or director acted in good faith and in a manner the officer or
director reasonably believed was in or not opposed to Company's best interest.
An officer or director is generally not entitled to indemnification:
(i) in connection with any proceeding charging improper personal benefit to the
officer or director in which the officer or director is adjudged liable on the
basis that personal benefit was improperly received; or (ii) in connection with
any proceeding initiated by such person against Company, its directors,
officers, employees, or other agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
The exhibits listed in the index to exhibits, which appears on page 7
hereof, are filed as part of this registration statement.
-3-
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:
(a) To include any prospectus required by section 10(a)(3) of
the Act;
(b) 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 thereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(c) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
state ment or any material change to such information in the
regis tration statement;
provided, however, that paragraphs A(1)(a) and A(1)(b) do 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 regis trant 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
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 term ination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 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 Act may
be permitted to directors, officers, and controlling persons of the
registrant pursuant to the above-referenced provisions, or
otherwise, the registrant has been advised that
-4-
in the opinion of the SEC 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 proceed ing) 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
Pursuant to the requirements of the Act, as amended, 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 Torrance, California, on April 2, 2003.
NOVA COMMUNICATIONS LTD.
By: /s/ Kenneth D. Owen
----------------------------------
Kenneth D. Owen
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Kenneth D. Owen and Leslie I. Handler, and
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution for him or her in any and all capacities, to sign any and
all amendments or post-effective amend ments to this registration statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the SEC, granting unto each such attorney and agent full power
and authority to do any and all acts and things necessary or advisable in
connection with such matters, and hereby ratifying and confirming all that each
such attorney and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities and on the date(s)
indicated:
-5-
Principal Executive Officer: Date:
/s/ KENNETH D. OWEN April 2, 2003
----------------------------------
Kenneth D. Owen
President
Principal Financial Officer:
/s/ LESLIE I. HANDLER April 2, 2003
----------------------------------
Leslie I. Handler
Treasurer
Directors:
/s/ KENNETH D. OWEN April 2, 2003
----------------------------------
Kenneth D. Owen
Director
/s/ LESLIE I. HANDLER April 2, 2003
----------------------------------
Leslie I. Handler
Director
/s/ BRYCE SHERWOOD April 2, 2003
----------------------------------
Bryce Sherwood
Director
-6-
INDEX TO EXHIBITS
Exhibit Number (1) Exhibit Page
-------------------------- ------------------------------------------ ----------
4.2 Bylaws *
(relevant portions only)
5.1 Opinion of Robert C. Laskowski, Esq. 7
(regarding legality)
23.1 Consent of Robert C. Laskowski, Esq. 7
(included in Exhibit 5.1)
24.1 Power of Attorney 5
(see page 5 of this registration statement)
-------------------------- ------------------------------------------ ----------
* Incorporated by reference.
(1) Other exhibits listed in Item 601 of SEC Regulation S-B are not applicable.
Exhibit 5.1 Opinion of Robert C. Laskowski, Esq. (regarding legality).
ROBERT C. LASKOWSKI
Attorney at Law
520 SW Yamhill, Suite 600
Portland, Oregon 97204-1329
Telephone: (503) 241-0780
Facsimile: (503) 227-2980
April 2, 2003
To the Board of Directors
Nova Communications Ltd.
Gentlemen:
We have acted as counsel for Nova Communications Ltd. ("Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, covering 125,000,000 shares of
Company's Common Stock, par value $0.001 per share (the "Shares"), issuable to
under the Company's 2003 Consultant's Plan. We have reviewed the corporate
action of Company in connection with this matter and have examined and relied
upon such documents, corporate records, and other evidence as we have deemed
necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares have been duly
authorized and, when issued and sold pursuant to the Agreement, legally issued,
fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ ROBERT C. LASKOWSKI
-7-