AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 2004
REGISTRATION NO. 333-________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ADVANCED REFRIGERATION TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 68-0406331
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5 WHATNEY
IRVINE, CA 92618
(Address of Principal Executive Offices, Including Zip Code)
2003 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
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William M. Alverson, President
5 Whatney
Irvine, CA 92618
Tel. (949) 837-8101
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Iwona J. Alami, Esq.
Law Offices of Iwona J. Alami
610 Newport Center Drive, Suite 1400
Newport Beach, California 92660
(949) 760-6880
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered(1) Offering Price Aggregate Offering Registration
to be per Share (1) Price (1) Fee
Registered
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Common
Stock,
par value
none
2,500,000 $1.50 (2) $ 3,750,000.00 $476.00
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Total 2,500,000 $476.00
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(1) In accordance with Rule 416 of the General Rules and Regulations under the
Securities Act of 1933 (the "General Rules"), there also are being
registered such indeterminate number of additional Common Shares as may
become issuable pursuant to anti-dilution provisions of the plan.
(2) Computed in accordance with Rules 457(h) and 457(c) under the Securities Act
of 1933 solely for purposes of calculating the registration fee based on the
closing market price on April 22, 2004 of $1.50 per share.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Items 1 and 2 of Part I to be contained in the
Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Advanced Refrigeration Technologies, Inc. (the
"Registrant") are incorporated by reference:
(i) the Registrant's registration statement on Form 10-SB, as amended
and the Registrant's annual report on Form 10-KSB for the fiscal year ended
December 31, 2002 and annual report on Form 10-KSB for the year ended December
31, 2003, filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(ii) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB, filed pursuant to Section
12(g) of the Exchange Act, including any amendment or report subsequently filed
by the Registrant for the purpose of updating that description.
In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Law Offices of Iwona J. Alami, counsel to
the Company. Iwona J. Alami is entitled to shares of Common Stock of the Company
issuable to her under 2003 Equity Compensation Plan for legal services rendered.
The market value of the shares of Common Stock to be issued for such legal
services as of the date hereof does not exceed $50,000. Ms. Alami is a
shareholder of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of California and the Company's
Bylaws provide for indemnification of the Company's Directors for liabilities
and expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
*3.1 Articles of Incorporation of Advanced Refrigeration Technologies, Inc.
*3.2 Bylaws of Advanced Refrigeration Technologies, Inc.
*4.1 Specimen Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on Form 10-SB).
4.2 2002 Amended Equity and Stock Option Plan.*
4.3 2003 Equity Compensation Plan.*
5 Opinion of Counsel as to the legality of securities being registered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Legal Counsel (included in Exhibit 5).
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* Previously filed with the Securities Exchange Commission.
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 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.
(b) The undersigned Registrant hereby undertakes 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.
(c) 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 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 Securities
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 is 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 Irvine, California, on April 22, 2004.
ADVANCED REFRIGERATION TECHNOLOGIES, INC.
/s/ William M. Alverson
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By: William M. Alverson
Its: President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ William M. Alverson
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William M. Alverson, President Date: April 22, 2004
/s/ Katherine West Date: April 22, 2004
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Katherine West, Vice President and Director