As
filed with the Securities and Exchange Commission on January 8,
2010
Registration
No.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SMARTMETRIC,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
|
05-0543557
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(I.R.S. Employer
Identification No.)
|
1150
Kane Concourse, Suite 400
|
|
Bay Harbor Islands, Florida
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33154
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(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Smartmetric,
Inc.
2010
Professional/Consultant Stock Compensation Plan
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(Full
Title of the Plan)
|
|
Colin
Hendrick
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Chief
Executive Officer
|
Smartmetric,
Inc.
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1150
Kane Concourse, Suite 400
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Bay Harbor Islands,
Florida 33154
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(
Name and Address of Agent For Service)
|
|
(305)
495-7190
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(Telephone
Number, Including Area Code, of Agent For
Service)
|
Copies to
:
Andrea
Cataneo, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New
York, NY 10006
Phone:
(212) 930-9700
Indicate
by check mark whether 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. (Check one):
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Large
accelerated filer
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o
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Accelerated
Filer
|
o
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Non-accelerated
filer
|
o
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Smaller
reporting company
|
x
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CALCULATION
OF REGISTRATION FEE
Title
Of Securities To Be Registered
|
Amount
To
Be Registered
(1)
|
|
Proposed
Maximum Offering Price
Per
Share
(2)
|
|
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
|
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Amount
Of Registration Fee
(2)
|
|
Common
Stock, $.001 par value per share
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3,000,000
shares
|
|
$
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0.08
|
|
|
$
|
240,000.00
|
|
|
$
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17.11
|
|
(1)
|
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional shares
of Common Stock attributable to these registered shares which become
issuable under the 2010 Professional/Consultant Stock Compensation Plan by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant’s receipt of
consideration which results in an increase in the number of the
outstanding shares of the Registrant’s Common Stock
.
|
(2)
|
Estimated
solely for purposes of calculating the registration fee pursuant to Rule
457(c) and Rule 457(h) under the Securities Act of 1933. The
above calculation is based on the last reported price as reported on the
Over the Counter Bulletin Board on January 7, 2010, which was $0.08 per
share.
|
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
The
documents containing the information specified in Item 1 will be sent or given
to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not required to
be and are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual
Information.
Upon
written or oral request, any of the documents incorporated by reference in Item
3 of Part II of this Registration Statement (which documents are incorporated by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
Colin
Hendrick
Smartmetric,
Inc.
Chief
Executive Officer
1150 Kane
Concourse, Suite 400
Bay
Harbor Islands, Florida 33154
(904)
644-6090
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents which have been filed by Smartmetric, Inc., a Nevada
corporation (the “Registrant”), with the Commission are incorporated into this
Registration Statement by reference:
(a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30,
2009, filed with the Commission on October 27, 2009;
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|
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(b)
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The
Registrant’s Quarterly Report on Form 10-Q as of and for the quarter
ended September 30, 2009, filed with the Commission on November 23,
2009;
|
|
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(c)
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The
Registrant’s Current Report on Form 8-K filed with the Commission on
December 18, 2009 and October 14, 2009, as amended October, 20, 2009;
and
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|
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(d)
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The
description of the Common Stock contained or incorporated in the
registration statements filed by the Registrant under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), including any
amendments or reports filed for the purpose of updating such
description.
|
All
documents subsequently filed by the Registrant with the Commission 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 by reference in this Registration Statement and to
be a part of this Registration Statement from the date of filing of such
documents. Any statement contained herein or 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 or is deemed to be incorporated herein by reference
modifies or supersedes such earlier 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.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Our
directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The directors may also cause us to indemnify an
officer, employee or agent in the same fashion.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and
controlling persons of Registrant pursuant to 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
such Act and is, therefore, unenforceable.
Item 7.
Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
Number
|
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Description
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4.1
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2010
Professional/Consultant Stock Compensation Plan
|
|
|
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5.1
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Opinion
of Sichenzia Ross Friedman Ference LLP
|
|
|
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23.1
|
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Consent
of KBL LLP
|
|
|
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23.2
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Consent
of Sichenzia Ross Friedman Ference LLP (see Exhibit
5.1)
|
|
|
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24.1
|
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Power
of Attorney (included in signature page)
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Item 9.
Undertakings.
(1)
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The undersigned Registrant hereby
undertakes:
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(a)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by section 10(a)(3) of the Securities
Act;
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|
|
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(ii)
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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 and 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; and
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|
|
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(iii)
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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 (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in 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 in this registration statement.
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(b)
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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.
|
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(c)
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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.
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(2)
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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 Exchange
Act 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.
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(3)
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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 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 Act and will be governed by the final
adjudication of such issue.
|
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
Surfside, in the State of Florida, on this 8
th
day of January
2010.
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SMARTMETRIC,
INC.
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|
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By:
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/s/
Colin
Hendrick
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Colin
Hendrick
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Chief
Executive Officer and President
(Principal
Executive Officer)
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By:
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/s/
Jay
Needelman
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Jay
Needelman
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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Each
person whose signature appears below constitutes and appoints Colin Hendrick,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, severally, for him and in his name, place and stead, in any
and all capacities, in connection with the Registrant’s Registration Statement
on Form S-8 under the Securities Act of 1933, including to sign any and all
amendments (including post-effective amendments or supplements) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, 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 he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his 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 in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/
Colin Hendrick
|
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Chief
Executive Officer, President and Director
(Principal Executive
Officer)
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Colin
Hendrick
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/s/
Jay Needelman
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Chief
Financial Officer and Director
(Principal Financial and
Accounting Officer)
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/s/
Elizabeth Ryba
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Exhibit
Index
Exhibit
Number
|
|
Description
|
4.1
|
|
2010
Professional/Consultant Stock Compensation Plan
|
|
|
|
5.1
|
|
Opinion
of Sichenzia Ross Friedman Ference LLP
|
|
|
|
23.1
|
|
Consent
of KBL LLP
|
|
|
|
23.2
|
|
Consent
of Sichenzia Ross Friedman Ference LLP (see Exhibit
5.1)
|
|
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24.1
|
|
Power
of Attorney (included in signature page)
|
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8
SmartMetric (PK) (USOTC:SMME)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
SmartMetric (PK) (USOTC:SMME)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024