As filed with the Securities and Exchange
Commission on November 20, 2007. Registration No 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KRONOS ADVANCED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0440410
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
464 Common Street, Suite 301 02478
Belmont, MA (Zip Code)
(Address of Principal Executive Offices)
Kronos Advanced Technologies, Inc.
2007 Stock Incentive Plan
(Full title of the plan)
Daniel R. Dwight Copies to:
President and Chief Executive Officer Reinaldo Pascual
Kronos Advanced Technologies, Inc. Paul, Hastings, Janofsky & Walker LLP
464 Common Street, Suite 301 600 Peachtree St., Suite 2400
Belmont, MA 02478 Atlanta, GA 30308
(617) 993-9965 (404) 815-2400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate
to be Amount to be Price Per Offering Amount of
Registered Registered(1) Share(2) Price(2) Registration Fee
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Common Stock,
$0.001 par value 100,000,000 $.016 $1,600,000.00 $ 3070.00
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate number of additional shares
of the Registration's Common Stock with respect to the shares registered
hereunder in the event of a stock split, stock dividend or similar transaction.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) based on the average of the high
and low sales prices for the Registrant's common stock as quoted on the OTC
Bulletin Board on November 15, 2007.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Bonus Award Plan 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 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated herein by reference:
(a) The Registrant's annual report on Form 10-KSB for the
fiscal year ended June 30, 2007 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) The Registrant's quarterly report on Form 10-QSB for the
quarter ended September 30, 2007 filed pursuant to Section 13(a) or 15(d) of the
Exchange Act;
(c) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Registrant's
annual report referred to in (a) above; and
(d) The description of the Registrant's common stock, par
value $.001 (the "Common Stock"), which is contained in its registration
statement on Form 10-SB filed under Section 12 of the Exchange Act, including
any amendments or reports filed for the purpose of updating such descriptions.
All documents subsequently filed with the Commission 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 to this Registration Statement
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 into this Registration Statement and to be a 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's By-laws provide that any person made or
threatened to be made a party to or involved in any civil, criminal or
administrative action, suit, or proceeding by reason of the fact that he or his
testator or intestate is or was a director, officer, or employee of the
Registrant, or of any corporation which he, the testator, or intestate served as
such at the request of the Registrant shall be indemnified by the Registrant to
the fullest extent allowed by law against expenses reasonably incurred by him or
imposed on him in connection with or resulting from such action, suit, or
proceeding and in connection with or resulting from any appeal thereon.
Nevada Revised Statutes 78.7502 and 78.751 provide for the
indemnification of the Registrant's officers, directors, employees and agents
against liabilities which they may incur in such capacities. In general, any
officer, director, employee or agent shall be indemnified against expenses
including attorneys' fees, fines, settlements or judgments which were actually
and reasonably incurred in connection with a legal proceeding, other than one
brought by or on the behalf of the Registrant, to which he was a party as a
result of such relationship, if he (i) is not liable pursuant to Nevada Revised
Statutes 78.138 or (ii) acted in good faith and in a manner he reasonably
believed to be in or not opposed to the Registrant's best interest and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. If the action or suit is brought by or on behalf of
the Registrant, the person to be indemnified must have acted in good faith and
in a manner he reasonably believed to be in or not opposed to the Registrant's
best interest. No indemnification will be made in respect to any claim, issue or
matter as to which such person shall have been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
Registrant or for amounts paid in settlement to the Registrant, 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 which such court shall deem proper.
Any indemnification under the previous paragraph, unless
ordered by a court or advanced as provided in the succeeding paragraph, must be
made by the Registrant only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made (i) by a majority
of the stockholders, (ii) by a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding, (iii) if a majority vote of
a quorum consisting of directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in a written opinion, or (iv)
if a quorum consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion. To the extent that a director, officer, employee or agent of the
Registrant has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the previous paragraph, or in defense
of any claim, issue or matter therein, he must be indemnified by the Registrant
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.
Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding must be paid by the Registrant as
they are incurred and in advance of final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
Registrant.
The indemnification and advancement of expenses authorized in
or ordered by a court as provided in the foregoing paragraphs does not exclude
any other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the articles of incorporation, or any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, for
either an action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a court as
described in the third preceding paragraph or for advancement of expenses made
as described in the preceding paragraph, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts involved
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
Exhibits
4.1 Kronos Advanced Technologies, Inc. 2007 Stock Incentive
Plan, which is incorporated herein by reference.
4.2 Form of Stock Option Award Agreement under the Kronos
Advanced Technologies, Inc. 2007 Stock Incentive Plan, which
is incorporated herein by reference.
5.1 Opinion of Burton, Bartlett & Glogovac.
23.1 Consent of Sherb & Co., LLP.
23.2 Consent of Burton, Bartlett & Glogovac (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).
Item 9. Undertakings
(a) The 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;
(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 would not exceed that which was
registered) and any deviation from the low or high end of
the 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;
(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;
Provided, however, that:
(A) Paragraphs (a)(1)(i)and (a)(1)(ii) of this section do not
apply if the registration statement is on Form S-8 (ss. 239.16b of this
chapter), and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated
by reference in the registration statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this
section do not apply if the registration statement is on Form S-3 (ss. 239.13 of
this chapter) or Form F-3 (ss. 239.33 of this chapter) and the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) (ss. 230.424 (b)
of this chapter) that is part of the registration statement.
(C) Provided further, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is for an offering of
asset-backed securities on Form S-1 (ss. 239.11 of this chapter) or Form S-3
(ss. 239.13 of this chapter), and the information required to be included in a
post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB
(ss. 239.1100(c)).
(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.
(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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Item 8.A of Form 20-F (17 CFR 249.220f) at the start of
any delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3 (ss. 239.33 of this chapter), a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or ss.210.3-19 of this
chapter if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
(5) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B (ss. 230.430B of
this chapter):
(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) (ss.230.424(b)(3) of this chapter) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) (ss. 230.424 (b)(2), (b)(5), or (b)(7) of this
chapter) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415 (a)(1)(i), (vii), or (x) (ss.
230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing
the information required by section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, (ss. 230.430C
of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A (ss. 230.430A of this chapter), shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to
Rule 424 (ss. 230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned
registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(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 Section 13(a) or Section 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 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
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 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,
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 Belmont, State of Massachusetts on November 20,
2007.
KRONOS ADVANCED TECHNOLOGIES, INC.
By: /s/ Daniel R. Dwight
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Daniel R. Dwight
President, Chief Executive
Officer and Director
We, the undersigned officers and directors of Kronos Advanced
Technologies, Inc., hereby severally constitute Daniel R. Dwight and Richard F.
Tusing and each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective amendments, to
this registration statement, and generally do all such things in our name and
behalf in such capacities to enable Kronos Advanced Technologies, Inc. to comply
with the applicable provisions of the Securities Act of 1933, as amended, and
all requirements of the Securities and Exchange Commission, and we hereby ratify
and confirm our signatures as they may be signed by our said attorneys, or
either of them, to any and all such amendments. 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
/s/ Daniel R. Dwight President, Chief Executive Officer and Director
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Daniel R. Dwight
November 20, 2007
/s/ Richard F. Tusing Chief Operating Officer and Director
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Richard F. Tusing November 20, 2007
/s/ James P. McDermott Director
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James P. McDermott November 20, 2007
/s/ Milton J. Segal Director
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Milton J. Segal November 20, 2007
INDEX TO EXHIBITS
Exhibits
4.1 Kronos Advanced Technologies, Inc. 2007 Stock Incentive Plan, which is
incorporated herein by reference.
4.2 Form of Stock Option Award Agreement under the Kronos Advanced
Technologies, Inc. 2007 Stock Incentive Plan, which is incorporated herein
by reference.
5.1 Opinion of Burton, Bartlett & Glogovac.
23.1 Consent of Sherb & Co., LLP.
23.2 Consent of Burton, Bartlett & Glogovac (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).