As filed with the Securities and Exchange Commission on December 28, 2005
Registration No. 333-118937
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GENETHERA, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 66-0622463
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification NO.)
3930 YOUNGFIELD
WHEAT RIDGE, CO 80033
(Address of principal executive offices)
GENETHERA, INC.
2004 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
(Full title of the plan)
STEVEN M. GRUBNER
CHIEF FINANCIAL OFFICER
GENETHERA, INC.
3930 YOUNGFIELD
WHEAT RIDGE, CO 80033
(Name and address of agent for service)
(303) 463-6371
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 1,600,000(1) $0.15 (2) $225,000 $28.53
(1) This Registration Statement also registers additional securities to be
offered or issued upon adjustment or changes made to the registered securities
by reason of any stock splits, stock dividends or similar transactions as
permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as
amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee under
Rule 457(h), based on the average of the high and low prices for the
Registrant's Common Stock reported on the Over-The-Counter Bulletin Board on
December 19, 2005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), are incorporated by reference into this Registration
Statement: (i) the Registrant's annual report on Form 10-KSB-A, filed with the
Commission on May 15, 2005 for the fiscal year ended December 31, 2004 and (ii)
the description of the Registrant's Common Stock contained in the Registrant's
Registration Statement on Form SB-2, as amended, filed with the Commission on
March 4, 2005. All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") after the date of this
Registration Statement, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the
GeneThera, Inc. 2004 Employee, Director, and Consultant Stock Option Plan (the
"Plan") meeting the requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is hereby made to the provisions of the Florida Business Corporation
Act, which provides for indemnification of directors and officers under certain
circumstances. The Registrant's Articles of Incorporation and Bylaws provide
that the Company shall, to the fullest extent permitted by the laws of the State
of Florida, indemnify any director, officer, employee and agent of the
corporation against expenses incurred by such person by reason of the fact that
he serves or has served the corporation in such capacity. Indemnification under
the Company's Articles Bylaws is nonexclusive of any other right such persons
may have under statute, agreement, bylaw or action of the Board of Directors or
shareholders of the corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as part
of this Registration Statement:
EXHIBIT NO. DESCRIPTION
----------- -----------
5.1 Opinion of Steven L. Slaw P.C. regarding the legality of the shares
being registered hereunder.
23.1 Consent of Kantor, Geisler & Associates, LLC., independent auditors.
23.2 Consent of Steven L. Slaw P.C. (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney.
99.1 2004 Employee, Director, and Consultant Stock Option Plan
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; (ii) to reflect
in the prospectus any facts or events arising after the effective date of this
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 this Registration Statement); and (iii) to 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; provided, however that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under 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 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 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 Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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 an initial bona fide offering
thereof. (c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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, 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 Wheat Ridge, State of Colorado, on this 28th day of December, 2005.
GENETHERA, INC.
By: /s/ DR. ANTONIO MILICI
-----------------------------------------------
Dr. Antonio Milici
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the date(s)
indicated:
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Antonio Milici Chairman, President and Chief December 28, 2005
- ------------------ Executive Officer
Antonio Milici (Principal Executive Officer)
/s/ Steven M. Grubner Chief Financial Officer, Director December 28, 2005
- --------------------- (Principal Financial Officer)
Steven M. Grubner
* Director December 28, 2005
- ---------------------
Thomas G. Slaga
* /s/ Steven M. Grubner
- ------------------------------------
Steven M. Grubner
Pursuant to a Power of Attorney
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
5.1 Opinion of Steven L. Slaw P.C. regarding the legality of the shares
being registered hereunder.
23.1 Consent of Kantor, Geisler & Associates, independent auditors.
23.2 Consent of Steven L. Slaw P.C. (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney.
99.1 2004 Employee, Director, and Consultant Stock Option Plan