SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREEN ENDEAVORS, INC.
(Exact name of registrant as specified in its charter)
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Utah
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27-3270121
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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59 West 100 South, Second Floor, Salt Lake City, Utah 84101
(Address of principal executive offices)
Amendment No. 1 to The 2015 Benefit Plan of Green Endeavors, Inc.
(Full title of the plan)
Richard D. Surber, 59 West 100 South, Second Floor, Salt Lake City, Utah 84101
(Name, address, including zip code, of agent for service)
Telephone number for Issuer: (801) 575-8073
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 12b2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company) Smaller reporting company X
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| CALCULATION OF REGISTRATION FEE |
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Title of Securities to be Registered
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Amounts to be Registered
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Proposed Maximum Offering Price Per Share(1)
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common Stock, $0.0001 par value
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100,000,000
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$0.0018
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$ 180,000
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$20.92
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(1)
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Bona fide estimate of maximum offering price solely for calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, based on the average bid and asked price of the registrant’s common stock as of July 9, 2015, a date within five business days prior to the date of filing of this registration statement.
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein.
Registration Statement Pursuant to General Instructions to Form S-8
2015 Benefit Plan of Green Endeavors, Inc.
This Registration Statement is being filed pursuant to the General Instruction E to Form S-8, to reflect that the Board of Directors of Green Endeavors, Inc. (the “Company”) has amended The 2015 Benefit Plan of Green Endeavors, Inc. as originally filed by the Company in a Form S-8 filed on January 26, 2015, SEC file no. 333-201685, which is incorporated herein by reference. This Registration statement will increase the number of shares to be included in the plan by One Hundred Million (100,000,000) shares of the common stock of the Company.
The 100,000,000 shares registered hereunder increases the total number of shares registered under The 2015 Benefit Plan of Green Endeavors, Inc. to 180,000,000.
The Amendment to the 2015 Benefit Plan of Green Endeavors, Inc. is filed as Exhibit “A” hereto. The additional 100,000,000 shares are being registered hereby.
ITEM 8-Exhibits
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Incorporated by Reference |
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Exhibit
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Description
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File Number
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A
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Amendment to 2015 Stock Benefit Plan of Green Endeavors, Inc.
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4
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5.1
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Opinion and consent of Counsel with respect to the legality of the issuance of securities under the amendment
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5.1
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.1
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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 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) To treat, for the purpose of determining any liability under the Securities Act, each such post-effective amendment as 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 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 Exchange Act) that is incorporated by reference in this 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 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 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 it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah on July 9, 2015.
Green Endeavors, Inc.
By: /s/ Richard D. Surber
Richard D. Surber, as President & CEO
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 date indicated.
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Signature
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Title
Director & CEO
Director
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Date
July 9, 2015
July 9, 2015
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Green Endeavors, Inc.
(A Utah corporation)
INDEX TO EXHIBITS
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Exhibits
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SEC Ref. No.
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Description of Exhibit
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A
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99.1
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Amendment No. 1 to The 2015 Benefit Plan of the Company
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B
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5.1
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Opinion and consent of Counsel with respect to the legality of the issuance of securities being issued
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C
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23.1
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Consent of Independent Registered Accounting Firm
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Exhibit 5.1
Exhibit B
MICHAEL GOLIGHTLY
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Attorney at Law
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59 West 100 South
Second Floor
Salt Lake City, Utah 84101
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Telephone: (801) 575-8073 ext 105
Facsimile: (801) 575-8092
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July 9, 2015
Board of Directors
Green Endeavors, Inc.
59 West 100 South, Second Floor
Salt Lake City, Utah 84101
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Re:
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Legality and Authorization of Shares Issued Under Form S-8 Registration Statement, Amendment No. 1
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Gentlemen:
I have acted as special counsel for Green Endeavors, Inc., a Utah corporation (the “Company”), in the limited capacity of rendering an opinion regarding the legality and authorization of the shares proposed to be registered under an amendment to a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (“the Commission”) under the Securities Act of 1933, as amended, (“the Act”). The Company is registering a Benefit Plan entitled “Amendment No. 1 to The 2015 Benefit Plan of Green Endeavors, Inc. (the “Benefit Plan”) pursuant to which the Company has authorized the issuance of One Hundred Eighty Million shares of the Company’s common stock par value $.0001 (the “Shares”).
In connection with the preparation of this Opinion, I have examined the following:
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1.
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The Company’s Articles of Incorporation and amendments thereto and Bylaws as submitted to me by the Company;
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2.
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The Amendment No 1 to S-8 Registration Statement herein referenced;
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3.
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The Board of Director’s Resolution dated July 9, 2015, authorizing and approving the Amended Company’s 2015 Benefit Plan and the preparation of the Amendment No to the Registration Statement;
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4.
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The Company’s Section 10(a) Prospectus for the Registration Statement;
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5.
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The Company’s Form 10-K for the fiscal year ended December 31, 2014;
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The Company’s Form 10-Q for the quarter ended March 31, 2015;
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7.
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Such other documents as I have deemed necessary for the purposes of this Opinion.
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Additionally, I have made such investigations of federal law as I have considered necessary and appropriate to form a basis for this opinion. My opinion is qualified by the scope of the review
specified herein and I make no representations as to the sufficiency of my investigation for this opinion. I further expressly exempt from this opinion any representations as to the completeness, adequacy, accuracy or any other aspect of the financial statements incorporated in the Registration Statement.
The documentation and representations provided to me for this opinion by the Company and its duly authorized representatives indicate that the Company is validly organized under the laws of the State of Utah; the Company is current in its filings with the Commission; the Company’s Board of Directors has authorized the Benefit Plan; the Company’s Board of Directors has authorized the filing of the Registration Statement; and that the 100,000,000 new shares to be included in the Registration Statement are available for issuance based upon corporate documentation and on the amount of shares actually issued and outstanding. As such, I am of the opinion that the Shares herein referenced have been duly and validly authorized and that subject to compliance with all provision of the Plan, the Shares will be validly issued as fully paid and non-assessable shares of common stock in the Company.
This opinion is based upon and subject to the qualifications and limitations specified below:
(A) Certain of the remedial provisions of the 2015 Benefit Plan may be further limited or rendered unenforceable by other applicable laws and interpretations.
(B) In rendering the opinion that the shares of the Common Stock to be registered pursuant to the Registration Statement, Amendment No 1 and issued under the Benefit Plan will be validly issued, fully paid and non-assessable, I assumed that: (1) the Company’s Board of Directors has exercised good faith in establishing the value paid for the Shares; (2) all issuances and cancellations of the capital stock of the Company will be fully and accurately reflected in the Company’s Stock Records as provided by the Company’s transfer agent; and (3) the consideration, as determined by the Company’s Board of Directors, to be received in exchange for each issuance of common stock of the Company, has been paid in full and actually received by the Company.
(C) I have made no independent verification of the facts asserted to be true and accurate by authorized representatives of the Company and have assumed that no person or entity has engaged in fraud or misrepresentation regarding the inducement relating to, or the execution or delivery of, the documents reviewed.
(D) In rendering this opinion I have assumed that all signatures are genuine, that all documents submitted to me as copies conform substantially to the originals, that all documents have been duly executed on or as of the date represented on the documents, that execution and delivery of the documents was duly authorized on the part of the parties, that all documents are legal, valid and binding on the parties and that all corporate records are complete.
(E) I have assumed that the Company is satisfying the substantive requirements of Form S-8 and I expressly disclaim any opinion regarding the Company’s compliance with such requirements, whether they are of federal or state origin, or any opinion as to the subsequent tradeability of any Shares issued pursuant to the Benefit Plan.
(F) I am admitted to practice law in the State of Utah where the company is incorporated and conducts business. This opinion is with respect to federal law only and I have not consulted legal counsel from any other jurisdiction for the purpose of the opinion contained herein.
(G) This opinion is strictly limited to the parameters contained and referenced herein and is valid only as to the signature date with respect to the same. I assume no responsibility to advise you of any subsequent changes or developments which might affect any aspect to this opinion.
I hereby consent to the use of this opinion as an exhibit to the Registration Statement. This opinion may not be used, relied upon, circulated, quoted or otherwise referenced in whole or in part for any purpose without my written consent.
Sincerely,
/s/ Michael Golightly
Michael Golightly
Exhibit 23.1
Exhibit C
Sadler, Gibb and Associates, LLC Letterhead
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to Amendment No. 1 to the 2015 Benefit Plan of Green Endeavors, Inc. of our reports dated April 7, 2015 and April 15, 2014, with respect to the financial statements of Green Endeavors, Inc. included in its Annual Reports (Form 10-K) for the years ended December 31, 2014 and 2013, filed with the Securities and Exchange Commission.
/s/ Sadler Gibb & Assoc.
SADLER GIBB AND ASSOCIATES, LLC
Salt Lake City, Utah
July 14, 2015
Exhibit 99.1
AMENDMENT NO. 1 TO
THE 2015 BENEFIT PLAN
OF
GREEN ENDEAVORS, INC.
AMENDMENT NO. 1 TO THE 2015 BENEFIT PLAN OF GREEN ENDEAVORS, INC.
Green Endeavors, Inc., a Utah corporation (the “Company”), hereby adopts Amendment No. 1 to The 2015 Benefit Plan of Green Endeavors, Inc. (the “Plan”) this 9th day of July, 2015. Under the Plan, the Company may issue stock, or grant options to acquire the Company's common stock, par value $0.0001 (the “Stock”), from time to time to employees of the Company or its subsidiaries or parent, all on the terms and conditions set forth herein (“Benefits”). In addition, at the discretion of the Board of Directors, Benefits may from time to time be granted under this Plan to other individuals, including consultants or advisors, who contribute to the success of the Company or its subsidiaries, but are not regular employees of the Company or its subsidiaries, provided that bona fide services shall be rendered by consultants and advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. No stock may be issued, or option granted under the benefit plan to consultants, advisors, or other persons who directly or indirectly promote or maintain a market for the Company’s securities.
1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining and developing a management team, attracting qualified officers and employees capable of assuring the future success of the Company, and rewarding those individuals who have contributed to the success of the Company. The Company has designed this Plan to aid it in retaining the services of executives and employees and in attracting new personnel when needed for future operations and growth and to provide such personnel with an incentive to remain employees of the Company, to use their best efforts to promote the success of the Company's business, and to provide them with an opportunity to obtain or increase a proprietary interest in the Company. It is also designed to permit the Company to reward those individuals who are not employees of the Company, but who management perceives to have contributed to the success of the Company or who are important to the continued business and operations of the Company. The above goals will be achieved through the granting of Benefits.
2. Administration of this Plan. Administration of this Plan shall be determined by the Company's Board of Directors (the “Board”). Subject to compliance with applicable provisions of the governing law, the Board may delegate administration of this Plan or specific administrative duties with respect to this Plan on such terms and to such committees of the Board as it deems proper (hereinafter the Board or its authorized committee shall be referred to as “Plan Administrators”). The interpretation and construction of the terms of this Plan by the Plan Administrators thereof shall be final and binding on all participants in this Plan absent a showing of demonstrable error. No member of the Plan Administrators shall be liable for any action taken or determination made in good faith with respect to this Plan. Any Benefit approved by a majority vote of those Plan Administrators attending a duly and properly held meeting shall be valid. Any Benefit approved by the Plan Administrators shall be approved as specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of One Hundred Eighty Million (180,000,000) shares of Stock may be subject to, or issued pursuant to, Benefits granted under this Plan. If any right to acquire Stock granted under this Plan is exercised by the delivery of shares of Stock or the relinquishment of rights to shares of Stock, only the net shares of Stock issued (the shares of stock issued less the shares of Stock surrendered) shall count against the total number of shares reserved for issuance under the terms of this Plan.
4. Reservation of Stock on Granting of Option. At the time any Option is granted under the terms of this Plan, the Company will reserve for issuance the number of shares of Stock subject to such Option until it is exercised or expires. The Company may reserve either authorized, but unissued shares or issued shares reacquired by the Company for Benefits under the Plan.
5. Eligibility. The Plan Administrators may grant Benefits to employees, officers, and directors of the Company and its subsidiaries or parent, as may be existing from time to time, and to other individuals who are
not employees of the Company or its subsidiaries or parent including consultants and advisors, provided that such consultants and advisors render bona fide services to the Company or its subsidiaries and such services are not rendered in connection with the offer or sale of securities in a capital-raising transaction. In any case, the Plan Administrators shall determine, based on the foregoing limitations and the Company’s best interests, which employees, officers, directors, consultants and advisors are eligible to participate in this Plan. Benefits shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Plan Administrators, all as may be within the provisions of this Plan.
6. Term of Options issued as Benefits and Certain Limitations on Right to Exercise.
a. Each Option issued as a benefit hereunder (“Option”) shall have its term established by the Plan Administrators at the time the Option is granted.
b. The term of the Option, once it is granted, may be reduced only as provided for in this Plan and under the express written provisions of the Option.
c. Unless otherwise specifically provided by the written provisions of the Option or required by applicable disclosure or other legal requirements promulgated by the Securities and Exchange Commission (“SEC”), no participant of this Plan or his or her legal representative, legatee, or distributee will be, or shall be deemed to be, a holder of any shares subject to an Option unless and until such participant exercises his or her right to acquire all or a portion of the Stock subject to the Option and delivers the required consideration to the Company in accordance with the terms of this Plan and then only as to the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specifically provided by the written provisions of the Option, no adjustment to the exercise price or the number of shares of Stock subject to the Option shall be made for dividends or other rights for which the record date is prior to the date on which the Stock subject to the Option is acquired by the holder.
d. Options shall vest and become exercisable at such time or times and on such terms as the Plan Administrators may determine at the time of the grant of the Option.
e. Options may contain such other provisions, including further lawful restrictions on the vesting and exercise of the Options as the Plan Administrators may deem advisable.
f. In no event may an Option be exercised after the expiration of its term.
g. Options shall be non-transferable, except by the laws of descent and distribution.
7. Exercise Price. The Plan Administrators shall establish the exercise price payable to the Company for shares to be obtained pursuant to Options, which exercise price, may be amended from time to time as the Plan Administrators shall determine.
8. Payment of Exercise Price. The exercise of any Option shall be contingent on receipt by the Company of the exercise price paid in either cash or check payable to the Company.
9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option given as a Benefit is subject to withholding or other trust fund payment requirements of the Internal Revenue Code of 1986, as amended (the “Code”), or applicable state or local laws, the Company will initially pay the Optionee’s liability and will be reimbursed by Optionee no later than six months after such liability arises and Optionee hereby agrees to such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Common Stock subject to this Plan and the exercise price of outstanding Options are subject to proportionate adjustment in the event of a stock dividend on the Common Stock or a change in the number of issued and outstanding shares of Common Stock as a result of a stock split, consolidation, or other recapitalization. The Company, at its option, may adjust the Options, issue replacements, or declare Options void.
11. Benefits to Foreign Nationals. The Plan Administrators may, in order to fulfill the purpose of this Plan and without amending this Plan, grant Benefits to foreign nationals or individuals residing in foreign countries that contain provisions, restrictions, and limitations different from those set forth in this Plan and the Benefits made to United States residents in order to recognize differences among the countries in law, tax policy, and custom. Such grants shall be made in an attempt to give such individuals essentially the same benefits as contemplated by a grant to United States residents under the terms of this Plan.
12. Listing and Registration of Shares. Each Option shall be subject to the requirement that if at any time the Plan Administrators shall determine, in their sole discretion, that it is necessary or desirable to list, register, or qualify the shares covered thereby on any securities exchange or under any state or federal law, or obtain the consent or approval of any governmental agency or regulatory body as a condition of, or in connection with, the granting of such Option or the issuance or purchase of shares thereunder, such Option may not be exercised in whole or in part unless and until such listing, registration, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or terminated at any time by the Plan Administrators except with respect to any Options then outstanding under this Plan. This Plan shall otherwise terminate on the earlier of the date that is five years from the date first appearing in this Plan or the date on which the One Hundred Eighty Millionth share is issued hereunder.
14. Amendment of this Plan. The Plan Administrators may modify and amend this Plan in any respect.
ATTEST:
/s/ Richard D. Surber
Richard D. Surber, President