As filed with the Securities and Exchange Commission on June 20, 2014
Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INNOVATIVE PRODUCT OPPORTUNITIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 42-1770123
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7235-88077 Belshire Gate L5N 8M1
Mississauga Ontario, Canada (Zip Code)
(Address of principal executive offices)
Innovative Product Opportunities, Inc.
June 2014 Stock Option Plan
(Full title of the plans)
Doug Clark Copy to:
Principal Executive Officer Jaak Olesk, Esq.
Innovative Product Opportunities, Inc. 9107 Wilshire Boulevard
7235-88077 Belshire Gate Suite 450
Mississauga Ontario, Canada L5N 8M1 Beverly Hills, CA 90210
(347) 789-7131 310 272 7190
(Name, address and telephone
number 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.
Large accelerated filer [] Non-accelerated filer []
Accelerated filer [] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Registered Aggregate Registration
be Registered Registered(1) per Share(2) Offering Price (1) Fee
-------------- ----------- --------------- -------------------- ----------
Common Stock,
$0.0001 par
value 200,000,000 $ 0.05 $ 10,000,000 $ 1288.00
Total
Registration
Fee 200,000,000 $ 0.05 $ 10,000,000 $ 1288.00
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Act"), this registration statement shall be deemed to cover additional
securities that may be offered and sold as a result of anti-dilution provisions
described in the above-referenced plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(C) on the basis of the closing price of the common stock
of the Registrant as traded in the over-the-counter market and reported on the
OTC Pink.on June 19, 2014.
----------------------------------------
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.......................................3
Item 2. Registrant Information and Employee
Program Annual Information.............................3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference................4
Item 4. Description of Securities..............................4
Item 5. Interests of Named Experts and Counsel.................4
Item 6. Indemnification of Directors and Officers..............5
Item 7. Exemption from Registration Claimed....................5
Item 8. Exhibits...............................................5
Item 9. Undertakings...........................................5
SIGNATURES ............................................................7
INDEX TO EXHIBITS
Exhibit 4.1 Innovative Product Opportunities, Inc. June 2014 Stock
Option Plan, dated June 20, 2014 (filed herewith).
Exhibit 5.1 Opinion of Jaak Olesk (filed herewith).
Exhibit 23.1 Consent of Silberstein Ungar, PLLC (filed herewith)..
Exhibit 23.2 Consent of Jaak Olesk (included in Exhibit 5.1 hereto)
________________________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
In accordance with the Instructional Note to Part I of Form S-8 as promulgated
by the Securities and Exchange Commission, the information specified by
Part I of Form S-8 has been omitted from this registration statement on
Form S-8.
Item 2. Registrant Information and Employee Program Annual Information.
The registrant will provide without charge to each person to whom a copy of a
Section 10(a) prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this
registration statement by reference. The registrant will also make available
without charge, upon oral or written request, other documents required to be
delivered pursuant to Rule 428(b). Requests for such information should be
directed to: Innovative Product Opportunities, Inc. 7235-88077 Belshire Gate,
Mississauga Ontario, Canada L5N 8M1 (347) 789-7131.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are hereby incorporated by reference:
(a) The registrant's annual report on Form 10-K for the fiscal year
ended December 31, 2013, filed on April 15, 2014, pursuant to Section
13(a)or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) The registrant's quarterly report on Form 10Q filed on May 15, 2014.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the financial
statements in the Form 10-K referred to in (a) above, except current reports
on Form 8-K to the extent they contain information furnished pursuant to either
Item 2.02, Item 7.01 or Item 9.01 thereof.
In addition to the forgoing, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this registration statement by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in this registration statement, in a supplement to this
registration statement or in a document 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
subsequently filed supplement to this registration statement or in any
document that is subsequently 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. All information appearing in this registration
statement is qualified in its entirety by the information and financial
statements (including notes thereto) appearing in the documents incorporated
herein by reference, except to the extent set forth in the immediately
preceding statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Jaak Olesk, Esq. of Beverly Hills, CA will pass on the validity of the
issuance of common stock registered hereby.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, authorizes
the registrant to indemnify any director or officer, under certain prescribed
circumstances, and subject to certain limitations against certain costs and
expenses, including attorneys' fees actually and reasonably incurred in
connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which a person is a party by reason of
being a director or officer of the registrant if it is determined that
such person acted in accordance with the applicable standard of conduct set
forth in such statutory provisions. The registrant's Amended and Restated
Certificate of Incorporation, as amended, contains provisions relating to
the indemnification of directors and officers and its By-Laws extends such
indemnities to the full extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the Act, may be
permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission (the "SEC") such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
The registrant may also purchase and maintain insurance for the benefit of
any director or officer, which may cover claims for which it could not
indemnify such persons.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement.
Exhibit No. Description
4.1 Innovative Product Opportunities, Inc. June 2014 Stock Option
Plan, dated June 19, 2014 (filed herewith).
5.1 Opinion of Jaak Olesk
23.1 Consent of Silberstein Ungar, PLLC.
23.2 Consent of Jaak Olesk (included in Exhibit 5.1 hereto)
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 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 the 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 Commission 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; provided,
however, that (a)(1)(i) and (a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference into this 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 herein,
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 Act of 1933 (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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Mississauga, Province of Ontario, Country of Canada,
on the 20th day of June, 2014.
INNOVATIVE PRODUCT OPPORTUNITIES INC.
By /s/Doug Clark
---------------------------
Doug Clark
Principal Executive Officer
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.
NAME TITLE DATE
By:/s/Doug Clark Chief Executive Officer June 20, 2014
----------------- Chairman and Director
Doug Clark
By:/s/Robert McLean Chief Financial Officer June 20, 2014
-------------------
Robert McLean
By:/s/Grant Stummer Director June 20, 2014
-------------------
Grant Stummer