UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Commission file number 333-169887
DMH INTERNATIONAL, INC
(Name of registrant as specified in its charter)
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Nevada
| | 27-2689205
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(State or Other Jurisdiction of Organization)
| | (IRS Employer Identification)
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12502 West Atlantic Blvd, Coral Springs, FL 33071
(Address of principal executive offices) (Zip Code)
2014 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
Name of Plan
RIK J DEITSCH
12502 WEST ATLANTIC BLVD
CORAL SPRINGS, FL 33071
(Name and address of agent for service)
(877) 895-5647
(Telephone Number, including area code, of agent for service)
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):
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Large accelerated filer o
| | Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
| | Smaller reporting company þ
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
| | Amount to be
registered (1)
| | Proposed
maximum
offering price
per share (2)
| | Proposed
maximum
aggregate
offering price
| | Amount of
registration fee
|
Common Shares
| | 25,000,000
| | $0.006
| | $150,000
| | $19.32
|
| |
(1)
| The number of shares being registered represents the shares issuable pursuant to the maximum number of shares, which may be issued under the DMH International, Inc. 2014 Employee/Consultant Stock Compensation Plan (the Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Consulting Services Plan, as amended and restated, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
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(2)
| Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act on the basis of the average of the high and low price per share of the Registrant’s Common Stock on September 5, 2014 as reported by the OTC Bulletin Board.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. 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.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
DMH International, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
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(a)
| The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Commission on
April 11, 2014.
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(a)
| The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the Commission on
August 18, 2014.
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(b)
| The Registrant’s Current Reports on Form 8-K filed with the Commission on January 23, 2013, February 19, 2013 and
July 23, 2014.
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(c)
| The description of the Registrant’s Common Stock contained in the Registrant’s Statement on Form S-1/A filed with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on February 23, 2011.
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All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and 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 into this Registration Statement and to be a part hereof from the date of filing 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 subsequently filed document which also 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.
The Company’s Articles of Incorporation contains a specific provision that eliminate the liability of directors for monetary damages to the Company and the Company’s stockholders; further, the Company is prepared to give such indemnification to its directors and officers to the extent provided by Nevada law. The Company may also have contractual indemnification obligations under its management agreements with its executive officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup. These provisions and resultant costs may also discourage the Company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company’s stockholders against the Company’s directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
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Exhibit
Number
| | Exhibit
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5.1
| | Opinion and consent of Roetzel & Andress, P.A.
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10.1
| | Employee Stock Compensation Plan
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23.1
| | Consent of Independent Registered Public Accounting Firm.
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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;
(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; and
(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 (a)(1)(i) and (a)(1)(ii) do not apply 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 Exchange Act that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under 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 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, 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 Securities Act 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 Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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.
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| | DMH International, Inc.
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| | /s/ Rik J. Deitsch
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| | Rik J. Deitsch, Chairman, President
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| | Dated: September 8, 2014
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.
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Signature
| | Title
| | Date
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/s/ Rik J. Deitsch
| | Chairman of the Board, President
| | September 8, 2014
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Rik J. Deitsch
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/s/ Jason Barry
| | Chief Financial Officer
| | September 8, 2014
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Jason Barry
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EXHIBIT INDEX
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Exhibit
Number
| | Exhibit
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5.1
| | Opinion and consent of Roetzel & Andress, P.A.
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10.1
| | Employee Stock Compensation Plan
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23.1
| | Consent of Independent Registered Public Accounting Firm.
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Exhibit 5.1
September 8, 2014
DMH International, Inc.
12502 West Atlantic Boulevard
Coral Springs, Florida 33071
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement (the “Registration Statement”) on Form S-8, filed today by DMH International, Inc. (the “Company”) with the Securities and Exchange Commission, for the purpose of registering under the Securities Act of 1933 the resale of an aggregate of 25,000,000 shares (the “Shares”) of the authorized Common Stock, par value $.001 per share, of the Company being offered pursuant to the Company's 2014 Employee/Consultant Stock Compensation Plan (the “Plan”). The issuance of the Shares under the Plan was approved by the Directors of the Company on September 8, 2014.
In connection with the foregoing registration, we have acted as counsel for the Company and have examined originals, or copies certified to our satisfaction, of such corporate records of the Company, certificates of public officials, and representatives of the Company, and other documents as we deemed necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations that we deem relevant, it is our opinion that the Shares will be, when and if issued in accordance with the Plan, duly authorized, validly issued, and fully paid and non-assessable.
We express no opinion with respect to the applicability or effect of the laws of any jurisdiction other than the Nevada Business Corporation Laws as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Roetzel & Andress, L.P.A.
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ROETZEL & ANDRESS
| CHICAGO WASHINGTON, D.C. CLEVELAND TOLEDO AKRON COLUMBUS CINCINNATI
|
A LEGAL PROFESSIONAL ASSOCIATION
| ORLANDO FORT MYERS NAPLES FORT LAUDERDALE TALLAHASSEE NEW YORK
|
Exhibit 10.1
DMH INTERNATIONAL, INC.
2014
EMPLOYEE/CONSULTANT
STOCK COMPENSATION PLAN
I.
PURPOSE OF THE PLAN.
The purpose of this Plan is to further the growth of DMH International, Inc., by allowing the Company to compensate employees and certain other consultants who have provided bona fide services to the Company, through the award of Common Stock of the Company.
II
DEFINITIONS.
Whenever used in this Plan, the following terms shall have the meanings set forth in this Section:
1.
Award means any grant of Common Stock.
2.
Board of Directors means the Board of Directors of the Company.
3.
Code means the Internal Revenue Code of 1986, as amended.
4.
Common Stock means the Common Stock of the Company.
5.
Date of Grant means the day the Board of Directors authorized the grant of an Award or such later date as may be specified by the Board of Directors as the date a particular Award will become effective.
6.
Consultant means any person or entity (i) who has rendered or will render bona fide services to the Company, and (ii) who, in the opinion of the Board of Directors, are in a position to make, or who have previously made, a significant contribution to the success of the Company.
7.
Subsidiary means any corporation that is a subsidiary with regard to as that term is defined in Section 424(f) of the Code.
III
EFFECTIVE DATE OF THE PLAN.
The effective date of this Plan is September 8, 2014.
IV.
ADMINISTRATION OF THE PLAN.
The Board of Directors will be responsible for the administration of this Plan, and will grant Awards under this Plan. Subject to the express provisions of this Plan and applicable law, the Board of Directors shall have full authority and sole and absolute discretion to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations which it believes to be necessary or advisable in administering this Plan. The determinations of the Board of Directors on the matters referred to in this Section shall be conclusive. The Board of Directors shall have sole and absolute discretion to amend this Plan. No member of the Board of Directors shall be liable for any act or omission in connection with the administration of this Plan unless it resulted from the member's willful misconduct.
V.
STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Common Stock as to which Awards may be granted under this Plan is 25,000,000 shares. The Board of Directors may increase the maximum number of shares of Common Stock as to which Awards may be granted at such time as it deems advisable.
VI.
PERSONS ELIGIBLE TO RECEIVE AWARDS.
Awards may be granted only to Employees and Consultants.
VII.
GRANTS OF AWARDS.
Except as otherwise provided herein, the Board of Directors shall have complete discretion to determine when and to which Employees and Consultants Awards are to be granted, and the number of shares of Common Stock as to which Awards granted to each Employee and Consultant will relate, and the terms and conditions upon which an Award may be issued. No grant will be made if, in the judgment of the Board of Directors, such a grant would constitute a public distribution within the meaning of the Securities Act of 1933, as amended (the Act), or the rules and regulations promulgated thereunder.
VIII.
DELIVERY OF STOCK CERTIFICATES.
As promptly as practicable after authorizing the grant of an Award, the Company shall deliver to the person who is the recipient of the Award, a certificate or certificates registered in that person's name, representing the number of shares of Common Stock that were granted. If applicable, each certificate shall bear a legend to indicate that the Common Stock represented by the certificate was issued in a transaction which was not registered under the Act, and may only be sold or transferred in a transaction that is registered under the Act or is exempt from the registration requirements of the Act.
IX.
RIGHT TO CONTINUED ENGAGEMENT.
Nothing in this Plan or in the grant of an Award shall confer upon any Consultant or Employee the right to continued engagement by the Company nor shall it interfere with or restrict in any way the rights of the Company to discharge any Consultant or Employee to terminate any consulting or employment relationship at any time.
X.
LAWS AND REGULATIONS.
1.
The obligation of the Company to sell and deliver shares of Common Stock on the grant of an Award under this Plan shall be subject to the condition that counsel for the Company be satisfied that the sale and delivery thereof will not violate the Act or any other applicable laws, rules or regulations.
2.
This Plan is intended to meet the requirements of Rule 16b-3 in order to provide officers and directors with certain exemptions from Section 16(b) of the Securities Exchange Act of 1934, as amended.
XI.
TERMINATION OF THE PLAN.
The Board of Directors may suspend or terminate this Plan at any time or from time to time, but no such action shall adversely affect the rights of a person granted an Award under this Plan prior to that date.
XII.
DELIVERY OF PLAN.
A copy of this Plan shall be delivered to all participants, together with a copy of the resolution or resolutions of the Board of Directors authorizing the granting of the Award and establishing the terms, if any, of participation.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form S-8, of our report dated April 11, 2014, of DMH International, Inc. (A Development Stage Company) relating to the financial statements as of December 31, 2013 and 2012 and for the years then ended, as well as for the period from inception (March 26, 2010) to December 31, 2013, and the reference to our firm under the caption “Experts” in the Registration Statement.
/s/M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
September 8, 2014