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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FILE NUMBER 333-
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NUVIM, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 13-4083851
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(State of Incorporation) (I.R.S. Employer ID No.)
Suite 210, 12 North State Route 17, Paramus, NJ 07652
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(Address of Principal Offices) (Zip Code)
(1) 2001 Stock Option Plan
(2) 2002 Stock Option Plan
(3) 2005 Incentive Stock Option Plan
(4) 2005 Directors Stock Option Plan
(5) 2006 Stock Option Plan
(6) 2007 Stock Option Plan
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(Full Title of the Plans)
Richard P. Kundrat
Suite 210, 12 North State Route 17, Paramus, NJ 07652
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(Name and address of Agent for Service)
201.566.1010
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(Telephone number, including area code of Agent for Service)
Calculation of Registration Fee
Title of Amount Maximum Maximum Amount of
securities to to be offering price Aggregate registration
be registered registered per share offering price fee
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Common Stock (1) 4,936,147 $0.32 (2) $ 1,579,561 (2) $48.49
(1) Issuable pursuant to the Plans.
(2) Estimated Price in accordance with Rule 457(h) and based upon the last
reported sale of $0.32 per share on the NASD OTC Electronic Bulletin Board on
May 18, 2007
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PART I - INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information related to the NuVim 2001 Stock Option
Plan, 2002 Stock Option Plan, 2005 Incentive Stock Option Plan, 2005 Directors
Stock Option Plan, 2006 Stock Option Plan, and 2007 Stock Option Plan (the
"Plans") which are not being filed as part of this Registration Statement (the
"Registration Statement"), and documents incorporated by reference in response
to Item 3 of Part II of this Registration Statement, which taken together
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933 (the "Securities Act") will be sent or given to the
option holder by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will provide to the participant a written statement advising them
of the availability without charge, upon written or oral request, of documents
incorporated by reference in Item 3 of Part II hereof and of documents required
to be delivered pursuant to Rule 428(b) under the Securities Act. The statement
shall include the address (giving the title or department) and telephone number
to which the request is to be directed.
Part II - INFORMATION REQUIRED
IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents filed with the Securities
and Exchange Commission by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2006 filed on April 12, 2007.
(b) The Registrant's Quarterly Report on Form 10-QSB filed on May 14, 2007.
(c) The portion of Registrant's Registration on Form SB-2 that provides a
description of Registrant's Common Stock, $0.001 par value.
All other documents filed by Registrant after the date of this Registration
Statement under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934, (the "Exchange Act") shall (until the filing of a post-effective
amendment which either indicates that all the securities offered have been sold
or deregisters all the securities then remaining unsold) be deemed to be
incorporated by reference herein to be a part hereof from the date of filing of
those documents.
ITEM 4. DESCRIPTION OF SECURITIES: NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL: NOT APPLICABLE.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Sections 1 of Articles III and IV of the Company's By-laws provide that every
director, officer, employee, and agent of the Registrant and its subsidiaries
shall be indemnified and held harmless to the fullest extent
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legally permissible under the General Corporation Law of the State of Delaware
against all expenses, liability, and loss (including attorney's fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED: NOT APPLICABLE
ITEM 8. EXHIBITS.
5.1 Opinion of Mark Alan Siegel, Esq., regarding legality of shares being
issued.
23.1 Consent of Mark Alan Siegel, Esq. (included in Exhibit 5.1)
23.2 Consent of Withum Smith+Brown P.C., Certified Public Accountants
99.1 NuVim, Inc. 2001 Employee Stock Option Plan (Incorporated by reference
from Registration Statement filed December 2, 2004).
99.2 2002 Stock Option Plan (Incorporated by reference from the
Pre-Effective Amendment No.1 to the Registration Statement filed on
February 3, 2005)
99.3 2005 Incentive Stock Option Plan (Incorporated by reference from the
Pre-Effective Amendment No.3 to the Registration Statement filed on
March 31, 2005)
99.4 2005 Directors Stock Option Plan (Incorporated by reference from the
Pre-Effective Amendment No.3 to the Registration Statement filed on
March 31, 2005)
99.5 2006 Stock Option Plan (Incorporated by reference from the Current
Report on Form 8-K filed May 30, 2006)
99.6 2007 Stock Option Plan (Incorporated by reference from Schedule 14C
filed on April 27, 2007)
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes all of the following:
(1) During any period in which offers or sales are being made, the Registrant
will file a post-effective amendment to the Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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 together,
represent a fundamental change in the information in the Registration
Statement; and
(iii) include any material information with respect to the Plan of
distribution not previously disclosed in the registration statement or
any material change to any information in the registration statement.
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Provided, however, that the information required by paragraphs (a)(1)(i) and
(a)(1)(ii) shall not be supplied by post-effective amendment if the information
required to be included by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended that are incorporated by reference
into this Registration Statement.
(2) 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 to the securities offered therein, and the offering of
such securities offered at that time shall be deemed to be the initial bona fide
offering thereof.
(3) 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.
(b) The undersigned 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 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.
(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 provisions described in Item 6, 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 that
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such indemnification is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Registrant: 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 Paramus, State of New Jersey on May 17, 2007.
NUVIM, INC.
By: /s/ Richard P. Kundrat
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Richard P. Kundrat, CEO
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
date indicated:
/s/ Richard P. Kundrat Dated: May 17, 2007
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Richard Kundrat, Director
/s/ Stanley Moger Dated: May 17, 2007
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Stanley Moger, Director
/s/ Calvin Hodock Dated: May 17, 2007
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Calvin Hodock, Director
/s/ Peter V. DeCrescenzo Dated: May 17, 2007
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Peter V. DeCrescenzo, Director
Dated: May __, 2007
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Doug Scott, Director
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