|
Nevada
|
88-0313393
|
|
|
(State
or other jurisdiction of
of
incorporation or organization)
|
(IRS
Employer
Identification
No.)
|
|
|
20382
Barents Sea Circle
|
||
|
Lake
Forest, California
|
92630
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
|
Non-accelerated
filer
|
o (Do not check if
a smaller reporting company)
|
Smaller
reporting company
|
þ
|
|
Title
of securities to be Registered
|
Amount
to be
registered(1)
|
Proposed
maximum offering price per share
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
||||||||||
|
Common
Stock, $0.001 par value per share
|
75,451 shares(2)
|
$ | 6.24 | (6) | $ | 470,814 | $ | 33.57 | ||||||
|
Common
Stock, $0.001 par value per share
|
383,680 shares(3)
|
1.86 | (7) | 713,645 | 50.88 | |||||||||
|
Common
Stock, $0.001 par value per share
|
191,953 shares(4)
|
3.07 | (6) | 589,296 | 42.02 | |||||||||
|
Common
Stock, $0.001 par value per share
|
1,008,047 shares(5)
|
1.86 | (7) | 1,874,967 | 133.69 | |||||||||
|
Total
|
1,659,131
shares
|
$ | 3,648,722 | $ | 260.16 | |||||||||
|
(1)
|
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the
“Securities Act”), there are also being registered additional shares of
common stock that may become available for purchase in accordance with the
provisions of the 2002 Plan and 2009 Plan to prevent dilution in the event
of any future change in the outstanding shares of common stock as a result
of a recapitalization, stock dividends, stock splits or similar
adjustments. The number of shares being registered has been
adjusted to give effect to the Company's one-for-ten reverse stock split
which was effective as of the close of business on February 5,
2010.
|
|
|
(2)
|
Represents
shares of common stock issuable to certain employees, non-employee
directors and consultants of the registrant upon exercise of outstanding
stock options granted under the 2002 Plan.
|
|
|
(3)
|
Represents
shares of common stock reserved for issuance upon the exercise of stock
options and grant of stock awards that may be granted under the 2002
Plan.
|
|
|
(4)
|
Represents
shares of common stock issuable to certain employees, non-employee
directors and consultants of the registrant upon exercise of outstanding
stock options granted under the 2009 Plan.
|
|
|
(5)
|
Represents
shares of common stock reserved for issuance upon the exercise of stock
options and grant of stock awards that may be granted under the 2009
Plan.
|
|
|
(6)
|
Calculated
solely for purposes of computing the registration fee pursuant to Rules
457(c) and 457(h) of the Securities Act based on the weighted average
exercise price of the outstanding stock options.
|
|
|
(7)
|
Estimated
solely for purposes of calculating the registration fee pursuant to Rules
457(c) and 457(h) based upon the last sales price of the Company's common
stock as reported on the OTC Bulletin Board on April 26,
2010.
|
|
PART
I
|
||
|
PART
II
|
||
|
Item 3.
Incorporation of Documents by Reference.
|
||
|
Item 4.
Description of Securities.
|
||
|
Item 5.
Interests of Named Experts and Counsel.
|
||
|
Item 6.
Indemnification of Directors and Officers.
|
||
|
Item 7.
Exemption from Registration Claimed.
|
||
|
Item 8.
Exhibits.
|
||
|
Item 9.
Undertakings.
|
||
|
SIGNATURES
|
||
|
EXHIBIT
INDEX
|
||
|
EX-5.1
|
||
|
EX-23.1
|
||
|
(1)
|
To
file, during any period in which offers of 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. 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 Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent 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
initialbona
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.
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
||
|
/s/ Larry G. Stambaugh
Larry
G. Stambaugh
|
|
Director
and Chief Executive Officer|(Principal Executive Officer)
|
|
April
27, 2010
|
|
/s/ Catherine Doll
Catherine
Doll
|
|
Chief
Financial Officer|(Principal Financial and Accounting
Officer)
|
|
April
27, 2010
|
|
/s/ Carlton M. Johnson, Jr.
Carlton
M. Johnson, Jr.
|
|
Director
|
|
April
27, 2010
|
|
/s/ Adam M. Michelin
Adam
M. Michelin
|
|
Director
|
|
April
27, 2010
|
|
/s/ John H.
Bonde
John H. Bonde |
Director
|
April
27, 2010
|
|
Exhibit Number
|
Exhibit
|
|
|
3.13
|
2002
Stock Incentive Plan (Incorporated by reference to Exhibit 3.13 to
Registrant's Registration Statement on Form 10-SB/A4 filed with the SEC on
February 23, 2006).
|
|
|
3.14
|
Stock
Option Agreement ISO (Incentive Stock Option Award Agreement (Incorporated
by reference to Exhibit 3.14 to Registrant's Registration Statement on
Form 10-SB/A4 filed with the SEC on February 23, 2006).
|
|
|
3.15
|
Stock
Option Agreement NSO (Incorporated by reference to Exhibit 3.15 to
Registrant's Registration Statement on Form 10-SB/A4 filed with the SEC on
February 23, 2006).
|
|
|
10.22
|
2009
Stock Incentive Plan (Incorporated by reference to Exhibit10.21 to
Registrant’s Current Report on Form 8-k filed with the SEC on October 15,
2009).
|
|
|
10.23
|
Form
of Stock Option Award Agreement (Incorporated by reference to Exhibit10.22
to Registrant’s Current Report on Form 8-k filed with the SEC on October
15, 2009).
|
|
| 10.25 |
Form
of Non-Qualified Stock Option Award Agreement. *
|
|
|
5.1
|
Opinion
of Counsel *
|
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm *
|
|
|
23.2
|
Consent
of Counsel (included in Exhibit 5.1)
|
|
|
24.1
|
Power
of Attorney (on signature page) *
|