As filed
with the Securities and Exchange Commission on
June 9,
2008
Registration
No.
U.
S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ALLIANCE
RECOVERY CORPORATION
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE
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000-50868
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30-0077338
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(STATE
OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION NO.)
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1000
N.W., ST, SUITE 1200
WILMINGTON,
DELAWARE 19801
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(302)
651-0177
(ISSUER
TELEPHONE NUMBER)
(FORMER
NAME AND ADDRESS)
ALLIANCE
RECOVERY CORPORATION EQUITY INCENTIVE PLAN
(Full
title of the plan)
ALLIANCE
RECOVERY CORPORATION
1000
N.W., SUITE 1200
WILMINGTON,
DELAWARE 19801
(Name and
address of agent for service)
COPIES OF
COMMUNICATIONS TO:
Anslow
& Jaclin, LLP
195 Route
9 South, Suite 204
Manalapan,
New Jersey 07726
CALCULATION
OF REGISTRATION FEE
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Common
Stock, par Value, $.01 per share
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(1) The
fee with respect to these shares has been calculated pursuant to Rules 457(h)
and 457(c) under the Securities Act of 1933 and based upon the closing price per
share of the Registrant’s Common Stock on
June
6
, 2008 a date within five (5) days prior to the date of filing of this
Registration Statement, as reported by the OTC Electronic Bulletin
Board.
(2)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.
(3) This
registration statement shall also cover any additional shares of our common
stock which become issuable pursuant to this registration statement by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock.
Documents
Incorporated by Reference
x
Yes
o
No
PART
II
Information
Required in the Registration Statement
ITEM 3.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The
following documents, filed with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement and made a part
hereof:
(a) Our
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2008 filed
pursuant to Section 15(d) of the 1934 Act.
(b) Our
Annual Report on Form 10-KSB for the year ended December 31, 2007 and filed
pursuant to Section 15(d) of the 1934 Act.
(c) Our
Quarterly Reports on Form 10-QSB for the quarter ended September 30, 2007 filed
pursuant to Section 15(d) of the 1934 Act.
(d) Our
Quarterly Reports on Form 10-QSB for the quarter ended June 30, 2007 filed
pursuant to Section 15(d) of the 1934 Act.
(d) All
other documents filed by us after the date of this registration statement under
Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date hereof and
prior to the filing of a post-effective amendment to the registration statement
which indicates that all securities offered have been sold or which de-registers
all securities then remaining in the registration statement and to be part
thereof from the date of filing of such documents.
ITEM 4.
DESCRIPTION OF SECURITIES.
Not
Applicable.
ITEM 5.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The
Delaware Statutes and our Bylaws provide for the indemnification of officers,
directors, employees, and agents. A corporation shall have power to indemnify
any person who was or is a party to any proceeding (other than an action by, or
in the right of, the corporation), by reason of the fact that he or she is or
was a director, officer, employee, or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any proceeding by judgment, order, settlement, or conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
We have
agreed to indemnify each of our directors and certain officers against certain
liabilities, including liabilities under the Securities Act of 1933. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to our directors, officers and controlling persons pursuant to the
provisions described above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than our payment of expenses incurred or paid by our
director, officer or controlling person 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, we will, unless in the
opinion of our 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 as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
ITEM 7.
EXEMPTION FROM REGISTRATION CLAIMED.
Not
Applicable
ITEM 8.
EXHIBITS.
5.1
Consent and Opinion of Anslow & Jaclin, LLP
10.1
Equity
Incentive Plan
23.1
Consent
of Webb & Company, P.A.
ITEM 9.
UNDERTAKINGS.
(a) The
undersigned Company 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company’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 Securities Act of 1933
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. In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses paid or incurred
by a director, officer or controlling person of the Company 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 Company 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, the Company 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, in the City of
Wilmington, Delaware, on this 9th day of June, 2008.
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ALLIANCE
RECOVERY CORPORATION
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By:
/s/
Peter
Vaisler
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Peter
Vaisler, Chief Executive Officer
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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:
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/s/
Peter
Vaisler
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June
9, 2008
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Peter
Vaisler, Chief Executive Officer
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