As Filed with the Securities and Exchange Commission on August 15, 2006
Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMS HEALTH SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1323256
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
711 N.E. 39th Street
Oklahoma City, Oklahoma 73105
(405) 842-0131
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(Address of principal executive offices)
AMS Health Sciences, Inc. 2006 Long-Term Incentive Plan
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(Full title of the plans)
Jerry W. Grizzle
Chairman, President and Chief Executive Officer
711 N.E. 39th Street
Oklahoma City, Oklahoma 73105
(405) 842-0131
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(Name, address and telephone number, including
area code, of agent for service)
Copies to:
David J. Ketelsleger Esq.
McAfee & Taft
A Professional Corporation
211 North Robinson, Suite 1000
Oklahoma City, Oklahoma 73102
(405) 235-9621
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities to be registered Amount to be offering price per aggregate offering registration
registered share price fee
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Common Stock, par value $0.0001 5,000,000 $0.73 $3,650,000 $390.55
per share
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Estimated pursuant to Rule 457(c) and (h) solely for the purposes of computing the registration fee based upon the
average of the bid and asked price of AMS Health Sciences, Inc. common stock, as reported on the American Stock
Exchange on August 14, 2006.
This Registration Statement shall be deemed to cover an indeterminate number of additional shares of AMS Health
Sciences, Inc. common stock, $.0001 par value, as may be issuable pursuant to future stock dividends, stock splits or
similar transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information (1)
Item 2. Registrant Information and Employee Plan Annual Information (1)
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(1) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with the Note to Part I of the Form S-8 and has been or will be sent or
given to participants in the Plan as specified in Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference:
1. Annual Report on Form 10-KSB for the year ended December 31, 2005
filed April 3, 2006;
2. Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2006
and June 30, 200, filed May 15, 2006 and August 14, 2006,
respectively;
3. Current Reports on Form 8-K filed with the Commission January 5, 2006,
January 17, 2006, January 31, 2006, February 16, 2006, March 20, 2006,
April 12, 2006, May 17, 2006 and July 5, 2006; and
4. Description of our common stock contained in our registration
statement on Form S-1 filed with the Commission on March 12, 2004,
including the amendments thereto described in our proxy statement
(No.000-50682), filed April 18, 2006, and any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares of common stock covered by this
registration statement have been sold or which deregisters all such shares
remaining unsold, shall be deemed to be incorporated by reference and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement will be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference to this Registration Statement
modifies or supersedes such statement. Any such statement so modified or
superseded will 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 1031 of the Oklahoma General Corporation Act, under which act
we are incorporated, authorizes the indemnification of officers and directors in
certain circumstances. Article Twelfth of our Amended and Restated Certificate
of Incorporation, as well as Article IX of our Bylaws, provide indemnification
of directors, officers and agents to the extent permitted by Oklahoma General
Corporation Act. These provisions may be sufficiently broad to indemnify such
persons for liabilities under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Document
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3(i) Amended and Restated Certificate of Incorporation (Incorporated
by reference to Exhibit 3.1 of the registration statement on
Form SB-2 (Registration No. 333-47801) filed with the
Commission on March 11, 1998
3(ii) Bylaws Incorporated by reference to Exhibit 3.2 of the
registration statement on Form SB-2 (Registration No.
333-47801) filed with the Commission on March 11, 1998
5* Opinion of McAfee & Taft A Professional Corporation
23.1* Consent of Cole & Reed, P.C.
23.2* Consent of Grant Thornton LLP
23.3* Consent of McAfee & Taft A Professional Corporation (Included
in Exhibit 5)
24* Power of Attorney (Included on signature page).
99.1 AMS Health Sciences, Inc. 2006 Long-Term Incentive Plan. (This
Exhibit has been previously filed as Appendix "A" to
Registrant's Proxy Statement filed on April 28, 2006 and the
same is incorporated herein by reference).
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* Filed herewith
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(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;
(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 percent 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 this Registration Statement or
any material change to such information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and 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 Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;
(2) that, for the purposes 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(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.
(b) 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 Sections 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 this 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 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 any 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 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, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Oklahoma City, State of Oklahoma, on the 15th day of
August, 2006.
AMS HEALTH SCIENCES, INC.
By: /s/ Jerry W. Grizzle
Name: Jerry W. Grizzle
Title: Chairman, President and
Chief Executive Officer
By: /s/ Robin L. Jacob
Name: Robin L. Jacob
Title: Chief Financial Officer,
Vice President, Secretary and
Treasurer (Principal Accounting
Officer)
We, the undersigned officers and directors of AMS Health Sciences, Inc.
(hereinafter the "Company"), hereby severally constitute Jerry W. Grizzle and
Robin L. Jacob, and each of them, our true and lawful attorneys-in-fact with
full power to them and each of them to sign for us, and in our names as officers
or directors, or both, of the Company, this registration statement on Form S-8
(and any and all amendments thereto, including post-effective amendments) to be
filed with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
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.
Signature Title Date
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/s/ Jerry W. Grizzle Director August 15, 2006
Jerry W. Grizzle
/s/ Robin L. Jacob Director August 15, 2006
Robin L. Jacob
/s/ M. Thomas Buxton III Director August 14, 2006
M. Thomas Buxton III
/s/ Steven M. Dickey Director August 15, 2006
Steven M. Dickey
Director
Stephen E. Jones
Index to Exhibits
Exhibit
No. Document Method of Filing
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3(i) Amended and Restated Incorporated herein by reference
Certificate of Incorporation
3(ii) Bylaws Incorporated herein by reference
5 Opinion of McAfee & Taft A Filed electronically herewith
Professional Corporation
23.1 Consent of Cole & Reed, P.C. Filed electronically herewith
23.2 Consent of Grant Thornton LLP Filed electronically herewith
23.3 Consent of McAfee & Taft A Filed electronically herewith
Professional Corporation
(Included in Exhibit 5)
24 Power of Attorney (Included on Filed electronically herewith
signature page)
99.1 AMS Health Sciences, Inc. 2006 Incorporated herein by reference
Long-Term Incentive Plan.