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Nevada
(State
or other jurisdiction of
incorporation
or organization)
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88-0237223
(IRS
Employer
Identification
Number)
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Title
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
|
Amount
of
registration
fee
|
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|
Common
Stock, $0.004995 par value
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3,840,000
shares(3
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)
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$
|
0.35
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$
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1,344,000
|
$
|
143.81
|
|||||
|
3,660,000
shares(4
|
) |
$
|
0.35
|
$
|
1,281,000
|
$
|
137.07
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||||||
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Total
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7,500,000
shares
|
|
$
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2,625,000
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$
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280.88
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(1)
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In
accordance with Rule 416(c) of the Securities Act of 1933, there also
are being registered such indeterminate number of additional shares
of
Common Stock as may become issuable pursuant to anti-dilution provisions
of the 2006 Equity Incentive Plan (the “Plan”).
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|
(2)
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Since
the option exercise price of these shares is not known, the proposed
maximum offering price per share and maximum aggregate offering price
are
calculated in accordance with Rule 457(c) and Rule 457(h) under
the Securities Act of 1933 based upon a price of $0.35, which is
the
average of the high and low prices of the Common Stock reported on
the OTC
Bulletin Board on June 13, 2006.
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|
(3)
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Represents
the aggregate number of options to purchase the Registrant’s Common Stock
granted to certain employees, consultants and
directors.
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(4)
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Represents
the remaining number of shares of Common Stock of the Registrant
available
for issuance under the Plan.
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| Item 1. |
Plan
Information.
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| Item 2. |
Registrant
Information and Employee Plan Annual
Information.
|
| * |
Information
required by Part I to be contained in the Section 10(a) prospectus
is
omitted from the Registration Statement in accordance with Rule 428
of the
Securities and Exchange Act of 1033 and the Note to Part I of Form
S-8.
|
| Item 3. |
Incorporation
of Documents by Reference
|
| (a) |
The
Registrant’s Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2005 filed pursuant to Section 13(a) or 15(d) of the
Exchange Act;
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| (b) |
The
Registrant’s Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 2005, December 31, 2005 (as amended), and March 31,
2006 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act;
|
| (c) |
All
other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since June 30, 2005;
and
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| (d) |
The
description of the Registrant’s common stock that is contained in the
Registrant’s Registration Statement on Form SB-2, dated October 12,
1994, including any amendments or reports filed for the purpose
of
updating such description.
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| Item 4. |
Description
of Securities
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| Item 5. |
Interests
of Named Experts and
Counsel
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| Item 6. |
Indemnification
of Directors and Officers
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| Item 7. |
Exemption
from Registration Claimed
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| Item 8. |
Exhibits.
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| Item 9. |
Undertakings.
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| (a) |
The
undersigned registrant hereby
undertakes:
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| (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
of 1933;
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| (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) (§ 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than 20% change in
the
maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement.
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| (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;
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| (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
initial
bona fide offering thereof
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| (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.
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| (b) |
The
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 Exchange Act of 1934 (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.
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| (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 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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| OMNI U.S.A., INC. | ||
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| By: | /s/ JOHN R. DUNN II | |
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||
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Name:
John R. Dunn II
Title:
Chief Executive Officer
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Signature
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Title
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Date
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/s/
John R. Dunn II
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Chief
Executive Officer and Director
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June
15, 2006
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John
R. Dunn II
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(Principal
Executive Officer)
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/s/
Lowell W. Giffhorn
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Chief
Financial Officer and Director
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June
15, 2006
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Lowell
W. Giffhorn
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/s/
Steven Eisold
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Director
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June
15, 2006
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Steven
Eisold
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/s/
Theo Vermaelen
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Director
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June
15, 2006
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Theo
Vermaelen
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Exhibit
No.
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Exhibit
Description
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