As filed with the Securities and Exchange Commission on September 8, 2006
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CRITICAL CARE INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0490720
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
201 Fourth Street, Suite 208
Del Mar, CA 92017
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(Address of Principal Executive Offices) (Zip Code)
2006 STOCK AWARD PLAN
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(Full Title of the Plan)
Ernest B. Remo
President
201 Fourth Street, Suite 208
Del Mar, CA 92014
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(Name and Address of Agent For Service)
(858) 259-4534
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(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Melissa K. Rice, P.A.
P.O. Box 20425
Sarasota, FL 34276
(941) 954-1900
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities to be Registered Offering Price Aggregate Registration Fee
Registered Per Share(2) Offering Price(2)
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Common Shares
par value $0.001 6,000,000 $0.0725 $435,000 $46.55
per share
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(1) This Registration Statement shall also cover any additional shares of
common stock which may become issuable under the CRITICAL CARE, INC. 2006
Stock Award Plan being registered 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 the registrant's outstanding shares
of common stock.
(2) The price is estimated pursuant to Rule 457(h) of the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee and is based upon the average of the bid and ask prices of CRITICAL
CARE's common stock as reported in the OTC Electronic Bulletin Board on
August 28, 2006.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), the documents containing the information specified in Items 1
and 2 of Part I of Form S-8 will be delivered to each participant in the
CRITICAL CARE, INC. 2006 Stock Award Plan which was adopted by the Board of
Directors on September 7, 2006. Pursuant to Rule 428 under the Securities Act,
these documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II hereof, taken together, constitute a
prospectus meeting the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by CRITICAL CARE, INC.(the "Company")
are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-KSB for the fiscal year ended
July 31, 2005.
(ii) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended October 31, 2005.
(iii) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended January 31, 2006.
(iv) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended April 30, 2006.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange of 1934, prior to the filing of a post-effective amendment indicating
that all of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement 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 subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
We are currently authorized to issue 100,000,000 shares of our common
stock, par value $.001 per share, of which 26,337,306 shares were issued and
outstanding as of August 15, 2006 and 100,000 shares of preferred stock, of
which no shares were issued and outstanding as of August 15, 2006.
The holders of our common stock are entitled to one vote per share for
the election of directors and with respect to all other matters to be voted on
by shareholders. Shares of our common stock do not have cumulative voting
rights. Therefore, the holders of more than 50% of the shares voting for the
election of directors can elect all of the directors if they choose to do so
and, in that event, the holders of the remaining shares will not be able to
elect any directors. The holders of our common stock are entitled to receive
dividends when, as and if declared by our board of directors out of legally
available funds. In the event our company is liquidated, dissolved or wound up,
the holders of our common stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and
after provision has been made for each class of stock having preference over the
common stock. Holders of shares of common stock, as such, have no conversion,
preemptive or other subscription rights, and there are no redemption provisions
applicable to the common stock.
Transfer Agent
First American Stock Transfer, based in Phoenix, Arizona serves as transfer
agent for the shares of the Company's Common Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The law office of Melissa K. Rice, P.A. and Melissa K. Rice, Esq. has
rendered legal services and prepared this Form S-8.
Weinberg & Company, P.A. consents to the incorporation by reference to
their report on the audited financial statements contained in the Form 10-KSB
filed for the fiscal year ended July 31, 2005.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our articles of incorporation and our by-laws contain provisions that
eliminate the personal liability of our directors to us or our stockholders for
monetary damages for breach of their fiduciary duty as a director to the fullest
extent permitted by the Nevada General Corporation Law, except for liability
for:
o any breach of their duty of loyalty to us or our stockholders;
o acts or omissions not in good faith or which involve intentional
misconduct;
o misconduct or a knowing violation of law;
o unlawful payments of dividends or unlawful stock repurchases or
redemptions;
o any act or omission occurring prior to our incorporation; and
o any transaction from which the director derived an improper personal
benefit.
Our articles of incorporation and by-laws also contain provisions that
require us to indemnify our directors and permits us to indemnify our
incorporators, directors and officers to the fullest extent permitted by Nevada
law, including circumstances where indemnification would be discretionary.
Insofar as indemnification for liabilities arising under the securities Act may
be permitted to directors, officers, and persons controlling us in connection
with the foregoing provisions, 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, and is unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference
into this Registration Statement (numbering corresponds to Exhibit Table in Item
601 of Regulation S-K):
4.1* Articles of Incorporation of the Company
4.2* By-laws of the Company
4.3 CRITICAL CARE, INC. 2006 Stock Award Plan
5 Opinion of Melissa K. Rice, P.A.
23.1 Consent of Weinberg & Company, P.A.
23.3 Consent of Melissa K. Rice, P.A. (included in Exhibit 5).
24 Power of Attorney (included in signature page).
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* Previously filed.
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, as amended;
(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 together, represent a fundamental change in
the information 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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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) of this section 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 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, as amended 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, as amended, 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, as amended, 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 of 1933, as amended, and is, therefore, unenforceable. In
the event 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 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 Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.
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 Del Mar, California on the 28th day of August, 2006.
CRITICAL CARE, INC.
By: /s/ Ernest B. Remo
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Ernest B. Remo
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ernest B. Remo, the undersigned's 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 all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or either of
them, or their or his or her substitute or substitutes, may lawfully 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 and in the
capacities and on the dates indicated.
/s/ Ernest B. Remo Chief Executive Officer August 28, 2006
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Ernest B. Remo Officer and Principal
Accounting Officer and
Principal Financial Officer),
President and Director
/s/ Stuart S. Greenberg Director August 28, 2006
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Stuart S. Greenberg