Post-effective Amendment to an S-8 Filing (s-8 Pos)
29 Mars 2016 - 10:32PM
Edgar (US Regulatory)
Registration No. 333-206392
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LEATT CORPORATION
(Exact
name of registrant as specified in its Charter)
50 Kiepersol Drive, Atlas Gardens, Contermanskloof Road,
Durbanville, Western Cape, South Africa, 7441
(Address of Principal Executive Offices, Zip Code)
LEATT CORPORATION
2011 AMENDED AND RESTATED
EQUITY INCENTIVE PLAN
(Full title of the plan)
Sean Macdonald
50 Kiepersol Drive, Atlas
Gardens
Contermanskloof Road,
Durbanville, Western Cape,
South
Africa, 7441
+(27) 21-557-7257
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.
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Large accelerated filer
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Accelerated Filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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[X ]
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CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
Shares not previously registered
(3)
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460,000
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$2.60
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$1,960,000
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$129.43
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Totals
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460,000
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--
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$1,960,000
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$129.43
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as
amended (the “Securities Act”), this Post-Effective Amendment No. 1 on
Form S-8 covers shares of the Registrant’s Common Stock originally
registered on the Registration Statement on Form S-8 (Registration No.
333-206392) filed on August 14, 2015, to which this filing is an amendment
and issuable under outstanding options granted under the Amended and
Restated 2011 Leatt Corporation Equity Incentive Plan (the “2011 Plan”).
Pursuant to Rule 416(c) under the Securities Act, there are also being
registered such additional shares of Common Stock that become available
under the foregoing plan in connection with changes in the number of
shares of outstanding Common Stock because of events such as
recapitalizations, stock dividends, stock splits and reverse stock
splits.
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(2)
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The registration fee for the additional shares of Common
Stock is estimated pursuant to Rules 457(c) and 457(h) under the
Securities Act, solely for the purpose of computing the registration fee
where the offering price for share cannot be determined, based on the
average of the high and low prices for the registrant’s common stock as
reported on the over-the-counter market on March 24, 2016.
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(3)
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Represents an additional 460,000 shares of common stock authorized and available for issuance under the 2011 Plan and not previously registered.
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EXPLANATORY NOTE
On October 30, 2015, the Board of Directors of Leatt
Corporation (the “Registrant”), approved the amendment of the Amended and
Restated 2011 Leatt Corporation Equity Incentive Plan (the “2011 Plan”) solely
to increase the maximum number of shares of common stock of the Registrant, par
value $0.001 per share that may be issued and sold under the Original Plan from
460,000 to 920,000 (the “Amendment”), and on December 15, 2015, the stockholders
of the Registrant approved the Amendment at the annual meeting.
Pursuant to Rule 416(b) promulgated under the Securities Act of
1933, as amended (the “Securities Act”), this Amended Registration Statement on
Form S-8 (“S-8/A”) constitutes Post-Effective Amendment No. 1 to the S-8
(Registration No. 333-206392) filed on August 14, 2015, to (1) increase the
number of shares registered for issuance under the Amended Plan from 460,000 to
920,000 and (2) reflect that, in accordance with Rule 416(a) of the Securities
Act, the number of shares of Common Stock registered shall include such
additional shares of Common Stock that may become issuable under the 2011 Plan
by reason of any stock dividend, stock split, reorganization, merger,
consolidation or reorganization of or by the Registrant that results in an
increase in the number of the Registrant’s outstanding Common Shares or Common
Shares issuable pursuant to the 2011 Plan. The contents of the original S-8 are
incorporated by reference into this S-8/A.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the
Commission by Leatt Corporation, a Nevada corporation (“we,” “our,” “us,” or the
“Company”), pursuant to the Securities Act and the Securities Exchange Act of
1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by
reference in, and shall be deemed to be a part of, this Registration Statement:
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(a)
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The Company’s Annual Report on Form 10-K for the year
ended December 31, 2015, filed with the Commission on March 18, 2016,
pursuant to Section 13(a) or 15(d) of the Exchange Act, which includes
audited financial statements for the Company’s latest fiscal
year;
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(b)
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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
Annual Report referred to in (a) above; and
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(c)
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The description of the Company’s Common Stock which is
contained in its registration statement on Form 10- 12G filed with the
Commission on April 30, 2012, including all amendments and reports filed
for the purpose of updating such description.
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All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents.
Any statement contained 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 which also is
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such 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.
Section 78.138 of the NRS provides that a director or officer
will not be individually liable unless it is proven that (i) the director's or
officer's acts or omissions constituted a breach of his or her fiduciary duties,
and (ii) such breach involved intentional misconduct, fraud or a knowing
violation of the law.
Section 78.7502 of NRS permits a company to indemnify its
directors and officers against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with a threatened,
pending or completed action, suit or proceeding if the officer or director (i)
is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner
the officer or director reasonably believed to be in or not opposed to the best
interests of the corporation and, if a criminal action or proceeding, had no
reasonable cause to believe the conduct of the officer or director was unlawful.
Section 78.751 of NRS permits a Nevada company to indemnify its
officers and directors against expenses incurred by them in defending a civil or
criminal action, suit or proceeding as they are incurred and in advance of final
disposition thereof, upon receipt of an undertaking by or on behalf of the
officer or director to repay the amount if it is ultimately determined by a
court of competent jurisdiction that such officer or director is not entitled to
be indemnified by the company. Section 78.751 of NRS further permits the company
to grant its directors and officers additional rights of indemnification under
its articles of incorporation or bylaws or otherwise.
Section 78.752 of NRS provides that a Nevada company may
purchase and maintain insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee or agent of the
company, or is or was serving at the request of the company as a director,
officer, employee or agent of another company, partnership, joint venture, trust
or other enterprise, for any liability asserted against him and liability and
expenses incurred by him in his capacity as a director, officer, employee or
agent, or arising out of his status as such, whether or not the company has the
authority to indemnify him against such liability and expenses.
Our Articles of Incorporation provide that no director or
officer of the Company will be personally liable to the Company or any of its
stockholders for damages for breach of fiduciary duty as a director or officer;
provided, however, that the foregoing provision shall not eliminate or limit the
liability of a director or officer (i) for acts or omissions which involve
intentional misconduct, fraud or knowing violation o/f law, or (ii) the payment
of dividends in violation of Section 78.300 of NRS. In addition, our Bylaws
implement the indemnification and insurance provisions permitted by Chapter 78
of the NRS by providing that:
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The Company shall indemnify its directors to the fullest
extent permitted by the NRS and may, if and to the extent authorized by
the board of directors, so indemnify its officers and any other person
whom it has the power to indemnify against liability, reasonable expense
or other matter whatsoever.
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The Company may at the discretion of the board of
directors purchase and maintain insurance on behalf of any person who
holds or who has held any position identified in the paragraph above
against any and all liability incurred by such person in any such position
or arising out of his status as such.
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Insofar as indemnification by us for liabilities arising under
the Securities Act may be permitted to our directors, officers or persons
controlling the company pursuant to provisions of our articles of incorporation
and bylaws, or otherwise, we have been advised that in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. In the event that a claim for indemnification by
such director, officer or controlling person of us 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 offered, we will,
unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Other than as disclosed herein, there is no pending litigation
or proceeding involving any of our directors or executive officers to which
indemnification is required or permitted, and we are not aware of any threatened
litigation or proceeding that may result in a claim for indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
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(a)
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The undersigned registrant hereby
undertakes:
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(1)
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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) 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 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; 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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
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(2)
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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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(3)
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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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(b)
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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
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 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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(c)
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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
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Cape Town, South Africa, on the 29th day of March, 2016.
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LEATT CORPORATION
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By:
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/s/
Sean Macdonald
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Name: Sean Macdonald
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Title: Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Sean Macdonald his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his 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 other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Sean Macdonald
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Chief Executive Officer, Chief Financial
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March 29, 2016
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Officer and Director
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Sean Macdonald
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(Principal Executive and Accounting
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Officer)
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/s/ Dr.
Christopher Leatt
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Director
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March 29, 2016
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Dr. Christopher Leatt
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/s/ Jeffrey Guzy
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Director
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March 29, 2016
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Jeffrey Guzy
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INDEX TO EXHIBITS
6
Leatt (QB) (USOTC:LEAT)
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