AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ________________
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
GELSTAT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DEVELOPED TECHNOLOGY RESOURCE, INC.
(Former Name)
MINNESOTA 41-1713474
(State or Other Jurisdiction (IRS Employer
of Incorporation or Identification No.)
Organization)
SOUTHPOINT OFFICE CENTER, SUITE 1040
1650 WEST 82ND STREET
BLOOMINGTON, MINNESOTA 55431
(Address of Principal Executive Offices) (Zip Code)
(952) 881-4105
(Telephone number, including area code, of agent for service)
5223 INDUSTRIAL BOULEVARD
EDINA, MINNESOTA 55439
(Former Address)
GELSTAT CORPORATION 2003 INCENTIVE PLAN
(Full title of the plan)
STEPHEN C. ROBERTS
SOUTHPOINT OFFICE CENTER, SUITE 1040
1650 WEST 82ND STREET
BLOOMINGTON, MINNESOTA 55431
(Name and address of agent for service)
(952) 881-4105
(Telephone number, including area code)
Copies to:
JANNA R. SEVERANCE, ESQ.
MOSS & BARNETT
A PROFESSIONAL ASSOCIATION
4800 WELLS FARGO CENTER
90 SOUTH 7TH STREET
MINNEAPOLIS, MN 55402
TELEPHONE: (612) 347-0367
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
Common Stock 1,200,000 $3.00 $3,600,000 $292.00
$.01 Par Value
===============================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered pursuant to the employee benefit plans described
herein as a result of a stock split, stock dividend or similar transaction
affecting the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the basis of the average of the average of the bid and asked prices of the
Common Stock on the OTCBB on July 30, 2003.
PART II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents, as filed by GelStat Corporation, formerly
known as Developed Technology Resource, Inc. (the "Registrant"), with the
Securities and Exchange Commission (the "SEC"), are incorporated herein by
reference:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002;
(2) The Registrant's Quarterly Report on Form 10-QSB for the fiscal
quarter ended March 31, 2003; and
(3) The description of the Registrant's Common Stock contained in its
Current Report on Form 8-K filed on August 1, 2003.
In addition, each document filed by the Registrant and the Plans
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended after the date hereof, and prior to the termination of the
offering shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document that also is deemed to be incorporated by reference herein
modifies or supercedes such statement. Any such statement so modified or
superceded shall not be deemed, except as so modified or superceded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Under the Minnesota Business Corporation Act (the "Minnesota Act"),
unless the articles of incorporation or bylaws otherwise provide, directors and
officers will be indemnified against judgments, penalties, fines, settlements
and expenses (including attorneys' fees) incurred in connection with legal
2
proceedings to which they are made, or threatened to be made, a party by reason
of their present or former status as a director or officer, if they received no
improper personal benefit, in the case of any criminal proceeding, they had no
reasonable cause to believe their conduct was unlawful and, generally speaking,
they reasonably believed their conduct to be in, or not opposed to, the
corporation's best interests.
Bylaws of the Registrant provide indemnification to directors and
officers to the full extent provided by the Minnesota Act.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The following exhibits are filed as a part of this registration
statement:
Exhibit Number Description
-------------- -----------
4.1 Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3.6 to the Registrant's Report on
Form 8-K filed on August 1, 2003).
4.2 Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3.7 to the Registrant's Report on
Form 8-K filed on August 1, 2003).
5.1 Opinion of Counsel regarding legality of shares.
10.51 2003 Incentive Plan (incorporated by reference to Exhibit
10.51 to the Registrant's Report on Form 8-K filed on August
1, 2003).
23.1 Consent of KPMG LLP.
23.2 Consent of Gallogly Fernandez & Riley LLP.
Item 9. Undertakings
------------
(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;
3
(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 of high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% 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.
(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, 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 of the
registrant 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.
4
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 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 Minneapolis, State of Minnesota.
GELSTAT CORPORATION
By /s/ Stephen C. Roberts
-------------------------------------
Stephen C. Roberts
Date: July 31, 2003
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
NAME TITLE DATE
Chairman of the Board,
Chief Executive Officer,
Chief Financial Officer,
and Director (Principal
Executive Officer and
/s/ Stephen c. Roberts Principal Financial Officer) July 31, 2003
- ------------------------
Stephen C. Roberts, M.D.
/s/ Russell W. Mitchell President and Director July 31, 2003
- ------------------------
Russell W. Mitchell
/s/ Peter L. Hauser Director July 31, 2003
- ------------------------
Peter L. Hauser
5