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Nevada
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(State or Other Jurisdiction of Incorporation or Organization)
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26-1394771
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(I.R.S. Employer Identification No.)
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100 Commerce Drive
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Loveland, Ohio
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45140
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(Address of Principal Executive Offices)
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(Zip Code)
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AMP Holding Inc.
2014 Flexible Incentive Stock Plan
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(Full Title of the Plan)
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Stephen Burns, Chief Executive Officer
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100 Commerce Drive
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Loveland, Ohio
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(Name and Address of Agent For Service)
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(Telephone Number, Including Area Code, of Agent For Service)
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Large accelerated filer
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o
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Accelerated Filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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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 (2)
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Amount Of Registration Fee (2)
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Common Stock, $.001 par value per share
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3,000,000 shares
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$
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0.11
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$
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330,000
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$
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42.50
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(1)
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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 2014 Flexible Incentive Stock 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 .
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(2)
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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 by the OTC Markets on June 3, 2014, which was $0. 11 per share.
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-
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Commission on April 15, 2014.
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the Commission on May 20, 2014.
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The Registrant’s Current Report on Form 8-K filed with the Commission on May 28, 2014.
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The description of the Company’s common stock included in the Company’s Registration Statement on Form 8-A filed with the Commission on June 19, 2009.
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●
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a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful;
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a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and
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to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation must indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.
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by the stockholders of the corporation;
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by the board of directors of the corporation by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
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if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;
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if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
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by court order.
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Not applicable.
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Exhibit Number
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Description
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4.1
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2014 Flexible Incentive Stock Plan
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5.1
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Opinion of Fleming PLLC
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23.1
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Consent of Clark, Schaefer, Hackett & Co.
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23.3
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Consent of Fleming PLLC (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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(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
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To include any prospectus required by section 10(a)(3) of the Securities Act;
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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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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;
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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 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 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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SIGNATURES
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AMP HOLDING INC.
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By:
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/s/ Stephen Burns
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Stephen Burns
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| Chief Executive Officer, Chairman | |||
| (Principal Executive Officer) | |||
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By:
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/s/ Julio Rodriguez
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Julio Rodriguez
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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TITLE
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DATE
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| By: /s/ Stephen Burns | Chief Executive Officer, Secretary, Treasurer and Director | June 10, 2014 | ||
| Stephen Burns | (Principal Executive Officer) | |||
| By: /s/ Martin J. Rucidlo | President | June 10, 2014 | ||
| Martin J. Rucidlo | ||||
| By: /s/ Julio Rodriguez | Chief Financial Officer (Principal Financial | June 10, 2014 | ||
| Julio Rodriguez | and Accounting Officer) | |||
| By: /s/ James E. Taylor | Chairman of the Board of Directors | June 10, 2014 | ||
| James E. Taylor | ||||
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By: /s/ Ray Chess
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Director
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June 10, 2014
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| Ray Chess |
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Exhibit Number
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Description
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4.1
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2014 Flexible Incentive Stock Plan
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5.1
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Opinion of Fleming PLLC
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23.1
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Consent of Clark, Schaefer, Hackett & Co.
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23.3
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Consent of Fleming PLLC (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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