As filed
with the Securities and Exchange Commission on January 20, 2011
Registration No.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
American
Scientific Resources, Incorporated
(Exact
name of registrant as specified in its charter)
Nevada
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14-1820954
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(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
identification
No.)
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1112
Weston Road, Unit 278
(Address
of principal executive offices) (Zip Code)
American
Scientific Resources 2011 Incentive Stock Plan
(full
title of the plan)
Christopher
F. Tirotta
President
1112
Weston Road, Unit 278
(Name and
address of agent for service)
(847)
386-1384
(Telephone
number, including area code, of agent for service)
With a
copy to:
Jeff
Cahlon, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New York,
NY 10006
Phone
(212) 930-9700
Fax (212)
930-9725
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
¨
Large accelerated
filer
¨
Accelerated
filer
¨
Non-accelerated
filer
x
Smaller reporting
company
CALCULATION
OF REGISTRATION FEE
Title of each class of securities
to be registered
|
|
Amount to be
Registered
(1)
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|
|
Proposed Maximum
Offering Price Per
Security
(3)
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|
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Proposed Maximum
Aggregate Offering
Price
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|
|
Amount of
Registration Fee
|
|
Common
Stock, $.0001 par value
|
|
|
100,000,000
|
(2)
|
|
$
|
0.00645
|
|
|
$
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645,000
|
|
|
$
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74.89
|
|
Total
|
|
100,000,000
|
|
|
|
0.00645
|
|
|
$
|
645,000
|
|
|
$
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74.89
|
|
|
(1)
|
Pursuant to Rule 416 promulgated
under the Securities Act of 1933, as amended, there are also registered
hereunder such indeterminate number of additional shares as may be issued
to the selling stockholders to prevent dilution resulting from stock
splits, stock dividends or similar
transactions.
|
|
(2)
|
Represents shares of common stock
issuable pursuant to the American Scientific Resources 2011 Incentive
Stock Plan.
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(3)
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Estimated solely for purposes of
calculating the registration fee in accordance with Rule 457(c) under the
Securities Act of 1933, using the average of the high and low price as
reported on the Pink Sheets on January 14, 2011 of $0.00645 per
share.
|
PART
I
Item
1. Plan Information.
The
documents containing the information specified in Item 1 will be sent or given
to participants in the American Scientific Resources 2011 Incentive Stock Plan
(the “Plan”) as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the "SEC") either as part
of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information.
Upon
written or oral request, any of the documents incorporated by reference in Item
3 of Part II of this Registration Statement (which documents are incorporated by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
Christopher
F. Tirotta
President
1112
Weston Road, Unit 278
Weston,
FL 3332
PART
II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference into this Registration Statement the
documents listed below. In addition, all documents subsequently filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents:
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·
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The Registrant’s prospectus,
dated January 13, 2011, filed pursuant to Rule 424(b)(3) under the
Securities Act.
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Item
4. Description of Securities.
We are
authorized to issue 2,500,000,000 shares of Common Stock having a par value of
$0.0001 per share and 1,000,000 shares of preferred stock having a par value of
$0.0001 per share, of which 500,000 have been designated as Series A Preferred
Stock and 500,000 have been designated as Series B Preferred Stock. As of
January 10, 2011, 2,145,484,808 shares of the Company’s Common Stock are issued
and outstanding and 0 shares of the Series A Preferred and 0 shares of the
Series B Preferred Stock are issued and outstanding. The holders of common stock
are entitled to one vote per share for the election of directors and on all
other matters to be voted upon by the stockholders. There is no cumulative
voting. Subject to preferences that may be applicable to any outstanding
securities, the holders of common stock are entitled to receive, when and if
declared by the board of directors, out of funds legally available for such
purpose, any dividends on a pro rata basis. In the event of our liquidation,
dissolution or winding up, the holders of common stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior
distribution rights of preferred stock, if any, then outstanding. The common
stock has no preemptive or conversion rights or other subscription rights. There
are no redemption or sinking fund provisions applicable to the common
stock.
Item
5. Interests of Named Experts and Counsel.
The
validity of the shares of common stock offered hereby will be passed upon for
the Registrant by Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32 nd fl.,
New York, NY 10006. Sichenzia Ross Friedman Ference LLP or certain members or
employees of Sichenzia Ross Friedman Ference LLP own 11,000,000 shares of the
Company’s common stock and will be issued an additional 16,000,000 shares of
common stock under the Plan.
Item
6. Indemnification of Directors and Officers.
Neither
our Articles of Incorporation nor Bylaws prevent us from indemnifying our
officers, directors and agents to the extent permitted under the Nevada Revised
Statute ("NRS"). NRS Section 78.7502, provides that a corporation shall
indemnify any director, officer, employee or agent of a corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with any the defense to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to Section 78.7502(1) or
78.7502(2), or in defense of any claim, issue or matter therein.
NRS
78.7502(1) provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he: (a) is not
liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
NRS
Section 78.7502(2) provides that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
NRS
Section 78.747 provides that except as otherwise provided by specific statute,
no director or officer of a corporation is individually liable for a debt or
liability of the corporation, unless the director or officer acts as the alter
ego of the corporation. The court as a matter of law must determine the question
of whether a director or officer acts as the alter ego of a
corporation.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have 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. 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, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed hereby in the
Securities Act and we will be governed by the final adjudication of such
issue.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
EXHIBIT
NUMBER
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EXHIBIT
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5.1
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Opinion
of Sichenzia Ross Friedman Ference LLP
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10.1
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American
Scientific Resources 2011 Incentive Stock Plan
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23.1
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Consent
of Independent Registered Public Accounting Firm, Rosenberg Rich Baker
Berman & Company
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23.2
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Consent
of Sichenzia Ross Friedman Ference LLP (included in Exhibit
5.1)
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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:
(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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective 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
paragraphs (1)(i), and (1)(ii) do not apply if the Registration Statement is on
Form S-8 and if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission 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
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 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) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(A) Each
prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
,
that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
effective date.
(6) That,
for the purpose of determining liability of a Registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, each
undersigned Registrant undertakes that in a primary offering of securities of an
undersigned Registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of an undersigned Registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of an
undersigned Registrant or used or referred to by an undersigned
Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about an undersigned Registrant or its securities provided
by or on behalf of an undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by an undersigned
Registrant to the purchaser.
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 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 Act and will be governed by the final adjudication of
such issue.
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 of an
amendment to a 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 Weston, State of Florida, on January 20,
2011.
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AMERICAN
SCIENTIFIC RESOURCES, INCORPORATED
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A
Nevada corporation
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By:
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/s/ Christopher F.
Tirotta
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Christopher
F. Tirotta
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Its:
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Chief
Executive Officer
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(Principal
Executive Officer, Principal
Financial
Officer and Principal
Accounting
Officer)
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Each
person whose signature appears below hereby constitutes and appoints Christopher
F. Tirotta , his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and additions to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirement of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
stated:
/s/ Christopher F. Tirotta
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January
20, 2011
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Dr.
Christopher F. Tirotta
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|
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Chief
Executive Officer
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(Principal
Executive Officer, Principal
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Financial
and Accounting Officer )
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/s/ Thomas W. Materna
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January
20, 2011
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Dr.
Thomas W. Materna
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Director
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/s/ Jason Roth
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January
20, 2011
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Jason
Roth
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Director
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/s/ Felix Reznick
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January
20, 2011
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Felix
Reznick
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Director
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