S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on August 22, 2008
Registration
No. 333-___________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
APOLLO
MEDICAL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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87-0426999
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(State
or other jurisdiction
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(IRS
Employer Identification No.)
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of
incorporation or organization)
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1010
N.
Central Avenue, Suite 201, Glendale, CA 91202
(Address
of principal executive offices) (Zip Code)
2008
PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN
(Full
title of Plan)
(Name,
address and telephone number of agent for service)
Andrea
Cataneo, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
CALCULATION
OF REGISTRATION FEE
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Proposed
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Proposed
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Title
of
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Maximum
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Maximum
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|||||||||||
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Securities
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Amount
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Offering
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Aggregate
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Amount
of
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|||||||||
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to
be
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to
be
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Price
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Offering
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Registration
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|||||||||
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Registered
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Registered
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Per
Share(1)
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Price(1)
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Fee
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Common
Stock,
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75,000
(2
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)
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$
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0.01
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$
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750
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$
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0.03
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|||||
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par
value $.001
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|||||||||||||
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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 Over-The-Counter Bulletin Board
on
August 21, 2008.
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| (2) |
Issuable
pursuant to the 2008-A Professional/Consultant Stock Compensation Plan
dated as of August 19, 2008.
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The
documents containing the information specified in Item 1 will be sent or given
to participants in 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.
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:
Dr.
Warren Hosseinion
1010
N.
Central Avenue, Suite 201
Glendale,
CA 91202
PART
II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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:
o
Reference is made to the Registrant's annual report on Form 10-KSB for the
year
ended December 31, 2007, as filed with the SEC on April 17, 2008, which is
hereby incorporated by reference.
o
Reference is made to the Registrant's quarterly report on Form 10-Q, for the
quarter ended March 31, 2008, as filed with the SEC on May 20, 2008, which
is
hereby incorporated by reference.
o
Reference is made to the Registrant's current reports on Form 8-K, as filed
with
the SEC on June 19, 2008, Form 8-K/A on June 30, 2008 and July 15, 2008, which
are hereby incorporated by reference.
o
Reference is made to the description of the Registrant's common stock as
contained in its Registration Statement on Form 10SB12G, filed with the
Commission on April 19, 1999, including all amendments and reports filed with
the Commission for the purpose of updating such description.
Not
Applicable.
Certain
legal matters in connection with this registration statement will be passed
upon
for the Registrant by Sichenzia Ross Friedman Ference LLP, New York, New York.
Item
6. Indemnification of Directors and Officers.
Our
articles of incorporation limit the liability of directors to the maximum extent
permitted by law. Our bylaws provide that we shall indemnify our officers and
directors to the fullest extent provided by law.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
Act) may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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.
Not
Applicable.
Item
8. Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT
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5.1
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Legality
Opinion of Sichenzia Ross Friedman Ference LLP
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10.1
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2008-A
Professional/
Consultant Stock Compensation Plan
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23.1
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Consent
of Sichenzia Ross Friedman Ference LLP is included in Exhibit
5.1
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23.2
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Consent
of Child, Van Wagoner & Bradshaw,
PLLC
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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
In
accordance with 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 to a filing on Form S-8 and authorized this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the
State of Delaware on August 22, 2008.
| APOLLO MEDICAL HOLDINGS, INC. | ||
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| By: | /s/ Warren Hosseinion | |
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Warren
Hosseinion
Chief
Executive Officer and Principal Accounting Officer
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In
accordance with 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:
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SIGNATURE
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TITLE
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DATE
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/s/
Warren Hosseinon
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Chief
Executive Officer (Principal
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August
22, 2008
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Warren
Hosseinon
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Executive
Officer), Principal Accounting Officer and
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Director
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/s/
Paul Adams
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Director
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August
22, 2008
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Paul
Adams
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