As
filed with the Securities and Exchange Commission on September 17,
2008
Registration
No. 333-152688
U.S.
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
____________________
World
Am, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
|
90-0142757
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
4340
Von Karman Avenue
Suite
200
Newport
Beach, CA 92660
(Address
of Principal Executive Offices, Including Zip Code)
____________________
First
Amended 2008 Non-Qualified Stock Grant and Option Plan
Various
Consulting Agreements and Employee Compensation
(Full
Title of the Plan)
____________________
C.
Robert
Kline
4340
Von Karman Avenue
Suite
200
Newport
Beach, CA 92660
(949)
955-5355
(Name,
Address, and Telephone Number of Agent for Service)
COPIES
TO:
Craig
V.
Butler, Esq.
The
Lebrecht Group, APLC
9900
Research Drive
Irvine,
California 92618
(949)
635-1240
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
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
o
Accelerated
filer
o
Non-accelerated
filer
o
Smaller
reporting company
x
(Do
not check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
Title
of Securities
to
be Registered
|
|
Amount
to be
Registered
|
|
Proposed
Maximum
Offering
Price per Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount
of
Registration
Fee
|
|
Common
Stock,
par
value $0.0001
|
|
|
120,000,000
(1
)
|
|
$
|
0.002
(5
)
|
|
$
|
240,000
|
|
$
|
9.44
|
|
Common
Stock,
par
value $0.0001
|
|
|
12,000,000
(2
)
|
|
$
|
0.007
(2
)
|
|
$
|
84,000
|
|
$
|
3.30
(4
)
|
|
Common
Stock,
par
value $0.0001
|
|
|
4,275,655
(3
)
|
|
$
|
0.007
(3
)
|
|
$
|
29,930
|
|
$
|
1.18
(4
)
|
|
Total
Registration Fee
|
|
|
136,275,655
|
|
$
|
0.0025
|
|
$
|
353,930
|
|
$
|
13.92
(4
)
|
|
|
(1)
|
These
securities to be registered represent shares of Common Stock reserved
for
issuance under the First Amended World Am, Inc. 2008 Non-Qualified
Company
Stock Grant and Option Plan (the “Plan”). Pursuant to Rule 416, shares of
Common Stock of the Company issuable pursuant to the exercise of
awards
granted or to be granted under the Plan in order to prevent dilution
resulting from any future stock split, stock dividend, or similar
transaction, are also being registered hereunder.
|
|
(2)
|
The
shares represent shares of Common Stock previously registered for
issuance
under the Plan. Offering price estimated solely for the purpose of
computing the amount of the registration fee pursuant to Rule 457(c)
based
on the average of the closing bid and ask-prices as reported by the
NASDAQ
Over-The-Counter Bulletin Board on July 11, 2008. Number of shares
and
offering price adjusted for a 1-for-10 reverse stock split, effective
September 12, 2008.
|
|
(3)
|
These
securities represent shares of Common Stock previously registered
(adjusted for a 1-for-10 reverse stock split) and issued to consultants
or
employees as compensation under our agreements with those individuals.
Offering price estimated solely for the purpose of computing the
amount of
the registration fee pursuant to Rule 457(c) based on the average
of the
closing bid and ask-prices as reported by the NASDAQ Over-The-Counter
Bulletin Board on July 11, 2008. Number of shares and offering price
adjusted for a 1-for-10 reverse stock split, effective September
12,
2008.
|
|
(4)
|
Of
the Registration Fees, $4.48 was previously paid with the original
filing.
|
|
(5)
|
Estimated
solely for the purpose of computing the amount of the registration
fee
pursuant to Rule 457(c) based on the average of the closing bid and
ask-prices as reported by the NASDAQ Over-The-Counter Bulletin Board
on
September 16, 2008.
|
.
EXPLANATORY
NOTE
The
purpose of this post-effective amendment to the Registration Statement on Form
S-8, File No. 333-152688, filed with the Securities and Exchange Commission
on
August 1, 2008, is to file an amendment to the World Am, Inc. 2008 Non-Qualified
Company Stock Grant and Option Plan to reflect an increase the number of shares
back to the original 120,000,000 shares in the Plan following a 1-for-10 reverse
stock split, effective September 12, 2008.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1.
Plan
Information.
*
Item
2.
Registrant
Information and Employee Plan Annual Information.*
*
|
Information
required by Part I to be contained in the Section 10(a) Prospectus
is
omitted from the Registration Statement in accordance with Rule 428
under
the Securities Act of 1933, as amended (the “Securities Act”), and the
Note to Part I of Form S-8.
|
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation
of Documents by Reference.
The
following documents are hereby incorporated by reference in this Registration
Statement:
|
(i)
|
The
Registrant’s Annual Report dated April 11, 2008 on Form 10-KSB for the
year ended December 31, 2007, filed with the Commission on April
15,
2008.
|
|
(ii)
|
The
Registrant’s Quarterly Report dated May 15, 2008 on Form 10-Q for the
quarter ended March 31, 2008, filed with the Commission on May 15,
2008.
|
|
(iii)
|
The
Registrant’s Quarterly Report dated August 14, 2008 on Form 10-Q for the
quarter ended June 30, 2008, filed with the Commission on August
14,
2008.
|
|
(iv)
|
All
other reports and documents previously and subsequently filed by
the
Registrant before and after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange
Act of 1934 and prior to the filing of a post-effective amendment
which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be
incorporated by reference and to be a part hereof from the date of
the
filing of such documents.
|
Item
4.
Description
of Securities.
The
Company’s authorized capital stock consists of 1,500,000,000 shares of Common
Stock, par value $0.0001 and 80,000,000 shares of Preferred Stock, par value
$0.0001.
The
holders of Common Stock are entitled to one vote for each share of record on
all
matters to be voted on by shareholders. There is no cumulative voting with
respect to the election of directors or any other matter.
The
holders of Common Stock are entitled to receive, ratably, dividends when, as
and
if declared by the Board of Directors out of funds legally available therefore.
The current policy of the Board of Directors, however, is to retain earnings,
if
any, for the operation and expansion of the Company’s business.
Upon
liquidation, dissolution, or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets that are legally available
for
distribution, after payment of or provision for all debts and liabilities and
after provision is made for each class of stock, if any, having preference
over
the Common Stock.
The
holders of Common Stock do not have preemptive, subscription, redemption or
conversion rights under the Company’s Articles of Incorporation, as amended.
There are no redemption or sinking fund provisions applicable to the Common
Stock. The outstanding shares of Common Stock are fully paid and
nonassessable.
Item
5.
Interests
of Named Experts and Counsel.
Certain
legal matters with respect to the Common Stock offered hereby will be passed
upon for the Company by The Lebrecht Group, APLC, counsel to the
Company.
As
of
September 10, 2008, The Lebrecht Group, APLC, and its principals, own -0- shares
of World Am, Inc. common stock.
Item
6.
Indemnification
of Directors and Officers.
The
Corporation Laws of the State of Nevada and the Company’s Bylaws provide for
indemnification of the Company’s Directors for liabilities and expenses that
they may incur in such capacities. In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful. Furthermore, the personal
liability of the Directors is limited as provided in the Company’s Articles of
Incorporation.
Item
7.
Exemption
from Registration Claimed.
Not
applicable.
Item 8.
Exhibits
|
|
3.1
|
Articles
of Incorporation, dated July 5, 2002 (incorporated by reference to
Exhibit
3.1 of the Form 10-QSB/A filed on February 5, 2004).
|
|
|
3.2
|
Certificate
of Amendment to Articles of Incorporation, dated August 20, 2002
(incorporated by reference to Exhibit 3.2 of the Form 10-QSB/A filed
on
February 5, 2004).
|
|
|
3.3
|
Certificate
of Amendment to Articles of Incorporation, dated December 20, 2002
(incorporated by reference to Exhibit 3.3 of the Form 10-QSB/A filed
on
February 5, 2004).
|
|
|
3.4
|
Certificate
of Amendment to Articles of Incorporation, dated August 2, 2004
(incorporated by reference to Exhibit 3.4 of the Form 10-QSB filed
on
August 20, 2004).
|
|
|
3.5
|
Certificate
of Amendment of Articles of Incorporation, dated November 8, 2004
(incorporated by reference to Exhibit 3.1 of the Form 8-K filed on
November 16, 2004).
|
|
|
3.6
|
Certificate
of Amendment of Articles of Incorporation, dated December 1, 2004
(incorporated by reference to Exhibit 3.2 of the Form 8-K filed on
November 16, 2004).
|
|
|
3.7
|
Bylaws,
dated May 15, 2000 (incorporated by reference to Exhibit 3.2 of the
Form
8-K12g-3 filed on May 16, 2000).
|
|
|
4.1
|
Employee
Stock Incentive Plan, dated January 22, 2001 (incorporated by reference
to
Exhibit 4.1 of the Form S-8 filed on January 29, 2001).
|
|
|
4.2
|
Non-Employee
Directors and Consultants Retainer Stock Plan, dated January 5, 2001
(incorporated by reference to Exhibit 4.2 of the Form S-8 filed on
January
29, 2001).
|
|
|
4.3
|
Common
Stock Purchase Agreement between us and Four Way Associates, Inc.,
dated
June 1, 2001 (incorporated by reference to Exhibit 4.3 of the Form
SB-2
filed on August 28, 2001).
|
|
|
4.4
|
Amended
and Restated Employee Stock Incentive Plan, dated November 20, 2001
(incorporated by reference to Exhibit 4.1 of the Form S-8 POS filed
on
January 31, 2002).
|
|
|
4.5
|
Amended
and Restated Non-Employee Directors and Consultants Retainer Stock
Plan,
dated November 20, 2001 (incorporated by reference to Exhibit 4.2
of the
Form S-8 POS filed on January 31, 2002).
|
|
|
4.6
|
2002
Non-Employee Directors and Consultants Retainer Stock Plan, dated
September 12, 2002 (incorporated by reference to Exhibit 4 of the
Form S-8
filed on September 18, 2002).
|
|
|
4.7
|
2002
Stock Compensation Plan, dated December 16, 2002 (incorporated by
reference to Exhibit 4 of the Form S-8 filed on December 23,
2002).
|
|
|
4.8
|
2003
Consultants Stock Compensation Plan dated August 19, 2003 (incorporated
by
reference to Exhibit 4 of the Form S-8 filed on August 22,
2003).
|
|
|
4.9
|
2003
Non-Qualified Stock Option Plan, dated September 29, 2003 (incorporated
by
reference to Exhibit 4 of the Form S-8 filed on October 1,
2003).
|
|
|
4.10
|
Amended
and Restated Non-Employee Directors and Consultants Retainer Stock
Plan
(Amendment No. 2), dated February 10, 2004 (incorporated by reference
to
Exhibit 4 of the Form S-8 POS filed on February 13,
2004).
|
|
|
4.11
|
Amended
and Restated Non-Employee Directors and Consultants Retainer Stock
Plan
(Amendment No. 3), dated June 1, 2004 (incorporated by reference
to
Exhibit 4 of the Form S-8 POS filed on June 10, 2004).
|
|
|
4.12
|
Amended
and Restated Employee Stock Incentive Plan (Amendment No. 2), dated
July
15, 2004 (incorporated by reference to Exhibit 4 of the Form S-8
POS filed
on August 6, 2004).
|
|
|
4.13
|
Amended
and Restated Non-Employee Directors and Consultants Retainer Stock
Plan
(Amendment No. 4), dated October 12, 2004 (incorporated by reference
to
Exhibit 4 of the Form S-8 POS filed on October 19,
2004).
|
|
|
4.14
|
Amended
and Restated Non-Employee Directors and Consultants Retainer Stock
Plan
(Amendment No. 5), dated December 1, 2004 (incorporated by reference
to
Exhibit 4 of the Form S-8 POS filed on December 13,
2004).
|
|
|
4.15
|
Amended
and Restated Employee Stock Incentive Plan (Amendment No. 3), dated
October 17, 2005 (incorporated by reference to Exhibit 4 of the Form
S-8
POS filed on December 6, 2005).
|
|
|
4.16
|
Amended
and Restated Non-Employee Directors and Consultants Retainer Stock
Plan
(Amendment No. 6), dated December 22, 2005 (incorporated by reference
to
Exhibit 4 of the Form S-8 POS filed on January 6,
2006).
|
|
|
4.17
|
Securities
Purchase Agreement between the Company and Golden Gate Investors,
Inc.,
dated January 23, 2006 (incorporated by reference to Exhibit 4.1
of the
Form 8-K filed on February 10, 2006).
|
|
|
4.18
|
6¾%
Convertible Debenture issued to Golden Gate Investors, Inc., dated
January
23, 2006 (incorporated by reference to Exhibit 4.2 of the Form 8-K
filed
on February 10, 2006).
|
|
|
4.19
|
Warrant
to Purchase Common Stock (due January 6, 2009) issued to Golden Gate
Investors, Inc., dated January 23, 2006 (incorporated by reference
to
Exhibit 4.3 of the Form 8-K filed on February 10,
2006).
|
|
|
4.20
|
Warrant
to Purchase Common Stock (due January 6, 2011) issued to Golden Gate
Investors, Inc., dated January 23, 2006 (incorporated by reference
to
Exhibit 4.4 of the Form 8-K filed on February 10,
2006).
|
|
|
4.21
|
Registration
Rights Agreement between the Company and Golden Gate Investors, Inc.,
dated January 23, 2006 (incorporated by reference to Exhibit 4.5
of the
Form 8-K filed on February 10, 2006).
|
|
|
4.22
|
Addendum
to Convertible Debenture and Warrant To Purchase Common Stock, dated
February 7, 2006 (incorporated by reference to Exhibit 4.6 of the
Form 8-K
filed on February 10, 2006).
|
|
|
4.23
|
Amended
and Restated Employee Stock Incentive Plan (Amendment No. 4), dated
February 7, 2006 incorporated by reference to Exhibit 4 of the Form
S-8
POS filed on February 14, 2006).
|
|
|
4.24
|
Cancellation
Letter between the Company and Golden Gate Investors, Inc., dated
June 14,
2006 (incorporated by reference to Exhibit 4.7 of the Form 8-K/A
filed on
June 27, 2006).
|
|
|
4.25
|
Securities
Purchase Agreement between the Company and La Jolla Cove Investors,
Inc.,
dated June 19, 2006 (incorporated by reference to Exhibit 4.8 of
the Form
8-K/A filed on June 27, 2006).
|
|
|
4.26
|
6¾%
Convertible Debenture issued to La Jolla Cove Investors, Inc., dated
June
19, 2006 (incorporated by reference to Exhibit 4.9 of the Form 8-K/A
filed
on June 27, 2006).
|
|
|
4.27
|
Warrant
to Purchase Common Stock (due June 19, 2009) issued to La Jolla Cove
Investors, Inc., dated June 19, 2006 (incorporated by reference to
Exhibit
4.10 of the Form 8-K/A filed on June 27, 2006).
|
|
|
4.28
|
Warrant
to Purchase Common Stock (due June 19, 2011) issued to La Jolla Cove
Investors, Inc., dated June 19, 2006 (incorporated by reference to
Exhibit
4.11 of the Form 8-K/A filed on June 27, 2006).
|
|
|
4.29
|
Registration
Rights Agreement between the Company and La Jolla Cove Investors,
Inc.,
dated June 19, 2006 (incorporated by reference to Exhibit 4.12 of
the Form
8-K/A filed on June 27, 2006).
|
|
|
4.30
|
Additional
Transaction Letter between the Company and La Jolla Cove Investors,
Inc.,
dated June 22, 2006 (
incorporated
by reference to Exhibit 4.13 of the Form 8-K/A filed on June 27,
2006
).
|
|
|
4.31
|
2007
World Am, Inc. Stock Option Plan, dated January 2, 2007 (incorporated
by
reference to Exhibit 4.31 of the Form 10-KSB filed on April 15,
2008).
|
|
|
4.32
|
Certificate
of Designation of
Series
B Convertible Preferred Stock of World Am, Inc., filed on August
16, 2005
(incorporated by reference
to
Exhibit 10.1 of the Form 8-K/A filed on September 7,
2005).
|
|
|
4.33
|
World
Am, Inc. 2008 Non-Qualified Company Stock Grant and Option Plan (the
“Plan”) (incorporated by reference from Registration Statement on Form
S-8
filed on August 1, 2008).
|
|
|
4.34
|
Form
of Non Statutory Stock Option Agreement relating to options granted
under
the Plan (incorporated by reference from Registration Statement on
Form
S-8 filed on August 1, 2008).
|
|
|
4.35
|
Form
of Common Stock Purchase Agreement relating to stock granted under
the
Plan (incorporated by reference to Registration Statement on Form
S-8
filed on August 1, 2008).
|
|
|
4.36
|
First
Amendment to World Am, Inc. 2008 Non-Qualified Company Stock Grant
and
Option Plan.
|
|
|
5.1
|
Opinion
of The Lebrecht Group, APLC
|
|
|
23.1
|
Consent
of The Lebrecht Group, APLC (included in Exhibit 5.1)
|
|
|
23.2
|
Consent
of KMJ Corbin & Company LLP
|
|
|
23.3
|
Consent
of L.L. Bradford & Company, LLC
|
(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:
|
|
(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; and
|
|
(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 (a)(1)(i) and (a)(1)(ii) do not apply if
the
registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment
by those
paragraphs is contained in periodic 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.
|
|
(b)
|
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
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 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 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, 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 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Newport Beach,
CA.
|
World
Am, Inc.
|
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|
|
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|
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Dated:
September 17, 2008
|
|
/s/
C. Robert Kline
|
|
By:
|
C.
Robert Kline
|
|
|
Chief
Executive Officer and Chief Financial Officer
|
|
|
|
|
|
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Dated:
September 17, 2008
|
|
/s/
James R. Largent
|
|
By:
|
James
R. Largent
|
|
|
Secretary
|
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the
dates indicated.
Dated:
September
17, 2008
|
/s/
C. Robert Kline
|
|
By:
C.
Robert Kline, Chairman
|
|
|
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Dated:
September
17, 2008
|
/s/
James R. Largent
|
|
By:
James
R. Largent, Director
|
|
|
|
|
Dated:
September
17, 2008
|
/s/
David J. Barnes
|
|
By:
David
J. Barnes, Director
|
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