As filed with the Securities and Exchange Commission on May 10, 2007
Registration No. __________________
United States Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
Proton Laboratories, Inc.
(Exact Name of Registrant as specified in its charter)
Washington 91-2022700
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Proton Laboratories, Inc.
1135 Atlantic Avenue, Suite 101, Alameda, CA 94501
Alameda, California 94501
voice: (510) 865-6412
fax: (510) 865-9385
(Address and telephone number of principal executive offices and
principal place of business)
April 18,2007 Stock and Stock Option Plan
(Full Title of the Plan)
Edward Alexander, Chief Executive Officer and President
1135 Atlantic Avenue, Suite 101, Alameda, CA 94501
Alameda, California 94501
voice: (510) 865-6412
fax: (510) 865-9385
Calculation Of Registration Fee
=============================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share (1) Price Fee
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Common Stock, 4,200,000 shares $ 0.20 $ 840,000 $ 25.79
par value $0.0001,
to be issued upon
grant of stock
from the
April 18, 2007
Stock and
Stock Option Plan
(1) The Proposed Maximum Offering Price Per Share was computed pursuant to
Rule 457 under the Securities Act of 1933, as amended (the "Securities
Act")solely for the purpose of calculating the registration fee. Computation is
based on the closing price of the common stock on the OTCBB under the stock
symbol "PLBI' on May 9, 2007.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by Proton Laboratories,
Inc. (the "Registrant"):
1. The Registrant's Annual Report on Form 10-KSB for the year ended December
31, 2006 filed on April 17, 2007 pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. All other reports filed pursuant to Section 1(a) or 15(d) of the Exchange
Act since the end of our last fiscal year which are: Form 8-K dated March 8,
2007.
3. The description of the Registrant's Common Stock contained in the
Registrants' Registration Statement on Form SB-2 relating to the Registrant's
Common Stock filed pursuant to Section 12(g) of the Exchange Act on August 25,
2003.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
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 part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Paula A. Argento, Esq., has acted as our legal counsel for this offering.
The validity of the shares offered by this prospectus has been passed upon for
Proton Laboratories, Inc. by Ms. Argento. As of May 9, 2007, Ms. Argento has
been authorized by our Board to receive 200,000 shares of our restricted common
stock.
Item 6. Indemnification of Directors and Officers.
The Washington Business Corporation Act at Title 23 RCW provides that we
shall indemnify our officers and directors and hold harmless each person who
was, is or is threatened to be made a party to or is otherwise involved in any
threatened proceedings by reason of the fact that he or she is or was our
director or officer, against losses, claims, damages, liabilities and expenses
actually and reasonably incurred or suffered in connection with such proceeding.
However, the statutory indemnity does not apply to: (a) acts or omissions
of the director finally adjudged to be intentional misconduct or a knowing
violation of law; (b) unlawful distributions; or (c) any transaction with
respect to which it was finally adjudged that such director personally received
a benefit in money, property, or services to which the director was not legally
entitled.
Our Articles of Incorporation and By-Laws also state that we indemnify our
officers and directors and hold harmless each person who was, is or is
threatened to be made a party to or is otherwise involved in any threatened
proceedings by reason of the fact that he or she is or was our director or
officer, against losses, claims, damages, liabilities and expenses actually and
reasonably incurred or suffered in connection with such proceeding.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the forgoing 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 that Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Exhibit Name
4.1 April 18, 2007 Stock and Stock Option Plan
5.1 Opinion of Counsel with respect to the
legality of the securities being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Hansen, Barnett & Maxwell.
Item 9. Undertakings.
(a) The Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement; and
(iii) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new Registration Statement of the securities
offered, and the Offering of the securities at that time to be the initial bona
fide Offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the Offering.
(c) 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Proton Laboratories, Inc., 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 Alameda, State of
California, on May 10, 2007.
Proton Laboratories, Inc.
/s/ Edward Alexander
Edward Alexander
Director, Chief Executive Officer and
Chief Financial 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.
Signature Title Date
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/s/ Edward Alexander Director, Chief Executive May 10, 2007
Edward Alexander Officer and Chief Financial
Officer
/s/ Gary Taylor Director and President May 10, 2007
Gary Taylor
/s/ Michael Fintan Ledwith Director May 10, 2007
Michael Fintan Ledwith
Exhibit Number Exhibit Name
4.1 April 18, 2007 Stock and Stock Option Plan.
5.1 Opinion of Counsel with respect to the
legality of the securities being registered.
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Hansen, Barnett & Maxwell.