Securities Registration: Employee Benefit Plan (s-8)
September 23 2016 - 5:22PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 23, 2016
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
QUANTUM
MATERIALS CORP.
(Exact
Name of Issuer as specified in its Charter)
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Nevada
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20-8195578
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(State
of other Jurisdiction
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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3055
Hunter Road, San Marcos, TX 78666
(Address
of Principal Executive Offices) (Zip Code)
2015
Employee Benefit and Consulting Services Compensation Plan
(Full
title of the Plans)
Sriram
Peruvemba, CEO
3055
Hunter Road, San Marcos, TX
(713)
817-2675
(Name,
address, including zip code, and telephone
number,
including area code, of agent for service)
Copies
of all communications to:
Steven
Morse, Esq.
Morse
& Morse PLLC
1400
Old Country Road, Suite 302
Westbury,
New York 11590
(516)
487-1445/Tel.
(516)
487-1452/Fax
CALCULATION
OF REGISTRATION FEE
Title of Each Class of
Securities to be
Registered (1)
|
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Amount to be
Registered
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|
Proposed
Maximum
Offering
Price Per
Share (3)
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Proposed
Maximum
Aggregate
Offering
Price (3)
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Amount of
Registration
Fee (3)
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Common Stock, Par Value $.001 Per Share
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15,000,000
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(1)(2)
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$
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.103
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$
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1,545,000
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$
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155.59
|
|
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Total
|
|
|
|
|
|
|
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$
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1,545,000
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|
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$
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155.59
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(1)
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Includes
the 2015 Employment Benefit and Consulting Services Compensation Plan (the “Plan”) which currently authorizes
the direct issuance of shares of Common Stock, $.001 par value, and the granting of shares or Stock Options to purchase an
aggregate of 15,000,000 shares of Common Stock.
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|
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(2)
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Pursuant
to Rule 416 promulgated under the Securities Act of 1933, an additional undeterminable number of shares of Common Stock is
being registered to cover any adjustments in the number of shares of Common Stock pursuant to the anti-dilution provisions
of the Plan.
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|
|
|
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(3)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) promulgated under the Securities Act
of 1933 based on the closing sales price of the Company’s Common Stock on the OTCQB on September 20, 2016.
|
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated
hereby by reference and made a part hereof is the Registrant’s Registration Statement on Form 8-A (File no. 000-52956) filed
under the Securities Exchange Act of 1934 (the “Exchange Act”) and which became effective on December 6, 2007, registering
the Registrant’s Common Stock under Section 12(g) of the Exchange Act, and all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, or 15(d) of 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 in this Registration Statement and to be a part hereof from the date of filing such documents.
Item
4.
DESCRIPTION OF SECURITIES
Not
applicable.
Item
5.
INTEREST OF NAMED EXPERTS AND COUNSEL
The
legality of the securities being registered by this Registration Statement is being passed upon by Morse & Morse PLLC, 1400
Old Country Road, Suite 302, Westbury, NY 11590, counsel to the Registrant.
Item
6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our
company is incorporated under the laws of the State of Nevada, which laws provide for indemnification of officers and directors
under certain circumstances. Our Bylaws provide for the indemnification of our directors to the fullest extent permitted under
the general corporation law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered in connection with acting
as directors of our company.
Our
articles of incorporation provide that no Director or Officer of the corporation shall be personally liable to the corporation
or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of
any such Director or Officer; provided, however, that: the foregoing provision shall not eliminate or limit the liability of a
Director or Officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or
(ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this
Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the
personal liability of a Director or Officer of the corporation for acts or omissions prior to such repeal or modification.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of our company under Nevada law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event a claim for indemnification against such liabilities (other than payment by us for expenses incurred or paid by a director,
officer or controlling person of our company in successful defense of any action, suit, or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being registered, we 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 of whether such
indemnification by it is against public policy in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
Item
7.
EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable
Item
8.
EXHIBITS
The
following is a complete list of exhibits filed as a part of, or incorporated by reference in, this Registration Statement.
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Exhibit
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Number
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Description
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3.1
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Articles
of Incorporation (1)
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3.2
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2010
Amendment to Articles of Incorporation (2)
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3.3
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2013
Amendment to Articles of Incorporation (2)
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3.4
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By
Laws. (1)
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4.1
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Form
of Common Stock Certificate (2)
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5.1
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Opinion
of Morse & Morse, PLLC (3)
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23.1
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Consent
of Weaver & Tidwell, LLP (3)
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23.2
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Consent
of Morse & Morse PLLC (included in Exhibit 5.1)
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99.1
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2015
Employee Benefit and Consulting Services Compensation Plan (4)
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(1)
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Incorporated
by reference to Form SB-2 Registration Statement filed October 5, 2007.
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(2)
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Incorporated
by reference to the exhibits contained in Form 10-K for the fiscal year ended June 30, 2014.
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(3)
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Filed
herewith.
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(4)
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Incorporated
by reference to Appendix A to the Definitive Proxy Statement of the Issuer filed with the SEC on January 29, 2016.
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Item
9.
UNDERTAKINGS
The
undersigned registrant hereby undertakes that it will (other than as provided in the proviso to item 512(a) of Regulation S-K)
(1) 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) 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) include any additional or changed material information on the plan of distribution; (2) for the purpose of determining any
liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered,
and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof; and (3) file a post-effective
amendment to remove from registration any of the securities that remain unsold at the end of the offering.
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B.
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Incorporation
of Subsequent Securities
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Exchange
Act of 1934 Documents by Reference
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 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.
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C.
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Indemnification
of Officers and Directors
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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 Securities 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 the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San Marcos, State of Texas on the 23
rd
day of September, 2016.
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QUANTUM MATERIALS CORP.
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By:
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/s/
Sriram Peruvemba
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Sriram
Peruvemba, Principal Executive Officer
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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 and on the dates indicated:
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Signature
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Title
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Date
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/s/
Sriram Peruvemba
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Title:
Principal Executive Officer, Director
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Date:
September 23, 2016
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Sriram
Peruvemba
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/s/
Craig Lindberg
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Title:
Principal Financial Officer
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Date:
September 23, 2016
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Craig
Lindberg
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/s/
Daniel Carlson
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Title:
Chairman of the Board
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Date:
September 23, 2016
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Daniel
Carlson
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/s/
David Doderer
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Title:
VP Research and Development;
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Date:
September 23, 2016
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David
Doderer
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Director
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/s/
Ray Martin
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Title:
Director
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Date:
September 23, 2016
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Ray
Martin
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Sriram
Peruvemba, David Doderer, Daniel Carlson and Ray Martin represent all the current members of the Board of Directors.
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
EXHIBITS
TO
FORM
S-8
REGISTRATION
STATEMENT
QUANTUM
MATERIALS CORP.