UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
PURE
TRANSIT TECHNOLOGIES, INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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90-0006843
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(State
or other jurisdiction of
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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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9710
Research Drive
(Address
of Principal Executive Offices, including ZIP Code)
2008
Non-Qualified Stock Compensation Plan
(Full
title of the plan)
Carlos
Zalduondo
9710
Research Drive
(Name
and
address of agent for service)
(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.
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Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
o
(Do not check if a smaller
reporting company)
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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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Amount
of
Shares
to
be Registered
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering
Price
(1)
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Amount
of
Registration
Fee
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$0.001
par value common stock
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1,000,000
(2)
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$1.50
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$1,500,000
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$58.50
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TOTALS
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1,000,000
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$1.50
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$1,500,000
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$58.50
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(1)
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This
calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under
the
Securities Act of 1933, as amended, and is calculated on the basis
of the
average of the high and low prices reported on the OTC Bulletin Board
as
of July 11, 2008.
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(2)
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These
shares will be issued under the 2008 Non-Qualified Stock Compensation
Plan. This Registration Statement shall be deemed to include any
additional shares that may be issued as a result of a stock split,
stock
dividend or other anti-dilution
provision.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information about the 2008 Non-Qualified Stock
Compensation Plan (the “Plan”) specified in Part I of this Form S-8 will be sent
or given to eligible employees, consultants or other qualified individual or
entity as specified by the Securities and Exchange Commission (the “SEC” or
“Commission”) Rule 428(b)(1). Such documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute prospectuses that meet the requirements of Section 10(a)
of
the Securities Act of 1933, as amended. All such documents will be dated and
maintained in a “prospectus file” as required by SEC Rule 428(a) and will
contain the following legend in a conspicuous place as directed by SEC Rule
428(b)(1):
“This
document (or specifically designated portions of this document) constitutes
(constitute) part of a prospectus covering securities that have been registered
under the Securities Act of 1933.”
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed with the Securities and Exchange Commission (the
“Commission”) by Pure Transit Technologies, Inc. (formerly AFV Solutions, Inc.),
a Nevada corporation (the “Company”), are incorporated herein by reference:
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1.
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The
Company’s latest Annual Report on Form 10-KSB for the year ended June 30,
2007, filed with the Securities and Exchange Commission;
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2.
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The
Company’s latest Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 2007, December 31, 2007 and March 31,
2008;
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3.
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The
reports of the Company filed pursuant to Section 13(a) or 15(d) of
the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the
fiscal year ended June 30, 2007;
and
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4.
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The
description of common stock contained in the Company’s Registration
Statement on Form SB-2/A dated June 6, 2002 (File No.
333-84568).
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5.
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All documents subsequently filed by the Company
pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of
1934, as amended, prior to the filing of a post-effective amendment
which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall
be
deemed to be incorporated herein by reference and to be a part hereof
from
the date of filing of such documents.
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Item
4. Description of Securities.
Class
of
Securities being registered pursuant to the Plan are registered securities
under
Section 12 of the Exchange Act.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Officers, Directors, Employees and Agents.
None
of
the Company’s directors will have personal liability to the Company or any of
its stockholders for monetary damages for breach of fiduciary duty as a director
involving any act or omission of any such director since provisions have been
made in the Company’s articles of incorporation limiting such liability. The
foregoing provisions will not eliminate or limit the liability of a director
(i)
for any breach of the director’s duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of dividends in
violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any
transaction from which the director derived an improper personal benefit.
The
Company’s bylaws provide for indemnification of the directors, officers, and
employees of the Company in most cases for any liability suffered by them or
arising out of their activities as directors, officers, and employees of the
Company if they were not engaged in willful misfeasance or malfeasance in the
performance of his or her duties; provided that in the event of a settlement
the
indemnification will apply only when the board of directors approves such
settlement and reimbursement as being for the best interests of the corporation.
The Bylaws, therefore, limit the liability of directors to the maximum extent
permitted by Nevada law (Section 78.751).
The
Company’s officers and directors are accountable to the Company as fiduciaries,
which means they are required to exercise good faith and fairness in all
dealings affecting the Company. In the event that a stockholder believes the
officers and/or directors have violated their fiduciary duties to the Company,
the stockholder may, subject to applicable rules of civil procedure, be able
to
bring a class action or derivative suit to enforce the stockholder’s rights,
including rights under certain federal and state securities laws and regulations
to recover damages from and require an accounting by management. Stockholders
who have suffered losses in connection with the purchase or sale of their
interest in the Company in connection with such sale or purchase, including
the
misapplication by any such officer or director of the proceeds from the sale
of
these securities, may be able to recover such losses from the
Company.
In
addition, Section 78.751 of the Nevada General Corporation Laws provides as
follows:
78.751
Indemnification of officers, directors, employees and agents; advance of
expenses.
1.
A
corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except
an
action by or in the right of the corporation, by reason of the fact that he
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 expenses, including attorney’s fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he 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 conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he
had
reasonable cause to believe that his conduct was unlawful.
2.
A
corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action or suit by or
in
the right of the corporation to procure a judgment in its favor by reason of
the
fact that he 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 expenses, including amounts paid
in
settlement and attorneys’ fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted
in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom,
to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action
or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
deems
proper.
3.
To
the
extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys’ fees, actually and reasonably incurred by him in connection
with the defense.
4.
Any
indemnification under subsections 1 and 2, unless ordered by a court or advanced
pursuant to subsection 5, must be made by the corporation only as authorized
in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination
must be made:
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(b)
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By
the board of directors by majority vote of a quorum consisting of
directors who were not parties to action, suit or
proceeding;
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(c)
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If
a majority vote of a quorum consisting of directors who were not
parties
to the action, suit or proceeding so orders, by independent legal
counsel
in a written opinion; or
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(d)
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If
a quorum consisting of directors who were not parties to the action,
suit
or proceeding cannot to obtained, by independent legal counsel in
a
written opinion.
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5.
The
articles of incorporation, the bylaws or an agreement made by the corporation
may provide that the expenses of officers and directors incurred in defending
a
civil or criminal, suit or proceeding must be paid by the corporation as they
are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director
or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by corporation.
The provisions of this subsection do not affect any rights to advancement of
expenses to which corporate personnel other than the directors or officers
may
be entitled under any contract or otherwise by law.
6.
The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this section:
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Does
not exclude any other rights to which a person seeking indemnification
or
advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his
official
capacity or an action in another capacity while holding his office,
except
that indemnification, unless ordered by a court pursuant to subsection
2
or for the advancement of expenses made pursuant to subsection 5,
may not
be made to or on behalf of any director or officer if a final adjudication
establishes that his act or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause
of
action.
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Continues
for a person who has ceased to be a director, officer, employee or
agent
and inures to the benefit of the heirs, executors and administrators
of
such a person.
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling Pure Transit
Technologies, Inc. pursuant to the foregoing provisions, Pure Transit
Technologies has been informed 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.
Item
7. Exemption from Registration Claimed.
Not
applicable.
I
t
em
8. Exhibits.
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(a)
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The
following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically
incorporated herein by reference:
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Exhibit
No.
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Title
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5.1
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Legal
opinion of Michael E. Kulwin, Esq.
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10.1
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2008
Non-Qualified Stock Compensation Plan
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23.1
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Consent
of Michael E. Kulwin, Esq.
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23.2
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Consent
of Weaver & Martin, LLC
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Item
9. Undertakings
.
The undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement to:
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(i)
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include
any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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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, represents a fundamental
change in the information set forth in the registration
statement;
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(iii)
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include
any material information with respect to the plan of distribution
not
previously disclosed in this registration statement or any material
change
to such information in this registration
statement.
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Provided,
however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed 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.
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(2)
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That,
for the purpose of determining any liability pursuant to 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 offered at that time shall be deemed
to be the
initial bona fide offering thereof.
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(3)
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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.
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(4)
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To
deliver or cause to be delivered with the prospectus, to each person
to
whom the prospectus is sent or given, the latest annual report to
security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under
the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
is not
set forth in the prospectus, to deliver, or cause to be delivered
to each
person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus
to
provide such interim financial
information.
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(5)
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Insofar
as indemnification for liabilities arising under the Securities Act
may be
permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, 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
registrant of expenses incurred or paid by a director, officer or
controlling person of 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, 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 is against public policy as
expressed in the Act and will be governed by the final adjudication
of
such issue.
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The
undersigned hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of registrant’s annual report
pursuant to Section 13(a) 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
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
Irvine, California, on July 14, 2008.
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Pure
Transit Technologies, Inc.
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(Registrant)
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/s/
Carlos
Zalduondo
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Carlos
Zalduondo
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Carlos Zalduondo as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, with exhibits thereto
and
other documents in connection herewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could
do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or her substitute or substitutes, may do or cause to be done by virtue
hereof.
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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Signature
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Title
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Date
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/s/
Richard K. Steele
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Chairman
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July
14, 2008
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Richard
K. Steele
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/s/
Carlos Zalduondo
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Chief
Executive Officer, President and
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July
14, 2008
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Carlos
Zalduondo
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Director
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/s/
Suzanne M. Herring
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Chief
Financial Officer
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July
14, 2008
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Suzanne
M. Herring
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The
Plan
.
Pursuant to the requirements of the Securities Act of 1933, the board of
directors have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City
of
Irvine, California, on July 14, 2008.
PURE
TRANSIT TECHNOLOGIES, INC.
2008
Non-Qualified Stock Compensation Plan
By:
/s/
Carlos Zalduondo
Carlos
Zalduondo, Chief Executive Officer
INDEX
TO
EXHIBITS
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Exhibit
No.
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Title
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5.1
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Legal
opinion of Michael E. Kulwin, Esq.
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10.1
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2008
Non-Qualified Stock Compensation Plan
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23.1
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Consent
of Michael E. Kulwin, Esq.
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23.2
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Consent
of Weaver & Martin, LLC
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