As
filed
with the Securities and Exchange Commission on April 21, 2006
Registration
No. 000-
27243
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
under
the
Securities Act of 1933
CYIOS
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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03-7392107
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(State
or other jurisdiction of
Incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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4899
(Primary
Standard Industrial
(Classification
Code Number)
1300
Pennsylvania Ave, Suite 700
Washington
DC 20007
(202)
204-3006
(Address
and telephone number of registrant's principal executive offices)
2006
STOCK OPTION PLAN
(Full
title of the plan)
Timothy
Carnahan
1300
Pennsylvania Ave, Suite 700
Washington
DC 20007
(202)
204-3006
(Name,
address and telephone number of agent for service)
With
a
copy to:
Jonathan
Dariyanani, Esq.
1329
Clay
Street, Suite 300
San
Francisco, CA 94109
(415)
699-7121 Tel
(415)
358-5548 Fax
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class 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
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Common
Stock, $.0001 par value, issuable pursuant to unissued stock options
under
the 2006 Employee Stock Option Plan
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3,000,000
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$
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0.95
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$
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2,850,000
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$
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321.00
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Total:
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3,000,000
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Total:
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$
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321.00
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(1)
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as
amended
(the "Securities Act"), this Registration Statement shall cover any additional
shares of common stock which become issuable under any of the plans covered
hereby by reason of any stock dividend, stock split, recapitalization or
any
other similar transaction without receipt of consideration which results
in an
increase in the number of shares of Registrant's outstanding common stock.
(2)
Estimated solely for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(h) under the Securities Act. The offering price
per
share and aggregate offering price for the outstanding stock options are
based
upon the weighted average exercise price of such options. The offering price
per
share and aggregate offering price for the unissued stock options and common
stock are based upon the average of the high and low prices of Registrant's
common stock as reported on the OTC Bulletin Board on April 20, 2006.
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
Information
Required in the Registration Statement
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INCORPORATION
OF DOCUMENTS BY REFERENCE
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The
following documents filed by CYIOS Corporation ("CYIOS" or the "Company")
with
the Securities and Exchange Commission are incorporated by reference into
this
Registration Statement:
(a)
The
Registrant's Annual Report on Form 10-KSB/A for the fiscal year ended December
31, 2005, filed with the SEC on April 12, 2006;
(b)
The
Registrant's Registration Statement No.000-27243 on Form 10SB12G/A filed
with
the SEC on March 3, 2000 pursuant to Section 12 of the Securities Exchange
Act
of 1934 (the "1934 Act"), which describes the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
All
reports and definitive proxy or information statements filed pursuant to
Section
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby 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.
Any
statement contained in a document incorporated or deemed to be incorporated
by
reference herein shall be deemed to be modified or superseded for purposes
of
this Registration Statement to the extent that a statement contained herein
or
in any subsequently filed document which also is deemed to be incorporated
by
reference herein modifies or supersedes such statement.
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DESCRIPTION
OF SECURITIES
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Not
applicable.
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INTERESTS
OF NAMED EXPERTS AND COUNSEL
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Not
applicable.
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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Under
Nevada Corporate Law, the Registrant has broad powers to indemnify its directors
and officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "1933 Act").
The
Registrant's Bylaws (the "Bylaws") provide that the Registrant shall indemnify
its directors and officers if such officer or director acted (i) in good
faith,
(ii) in a manner reasonably believed to be in or not opposed to the best
interests of the Registrant, and (iii) with respect to any criminal action
or
proceeding, had no reasonable cause to believe such conduct was unlawful.
The
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence, and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the directors and officers to repay such
advances if it is ultimately determined that the director is not entitled
to
indemnification. The Bylaws further provide that rights conferred under such
Bylaws shall not be deemed to be exclusive of any other right such persons
may
have or acquire under any agreement, vote of stockholders or disinterested
directors, or otherwise.
In
addition, the Registrant's Articles of Incorporation (the "Articles of
Incorporation") provides that, pursuant to Nevada law, none of its directors
shall be liable for monetary damages for breach of his or her fiduciary duty
of
care to the Registrant and its stockholders. This provision in the Articles
of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Nevada law. In addition,
each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant for acts or omissions not in good faith
or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Nevada law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws
or
state or federal environmental laws. The Articles of Incorporation further
provides that the Registrant shall indemnify its directors and officers to
the
fullest extent permitted by law and requires the Registrant to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the director to repay such advances if
it is
ultimately determined that the director is not entitled to indemnification.
The
Articles of Incorporation also provides that rights conferred under such
Articles of Incorporation shall not be deemed to be exclusive of any other
right
such persons may have or acquire under any statute, the Articles of
Incorporation, the Bylaws, agreement, vote of stockholders or disinterested
directors, or otherwise.
The
Registrant has obtained a liability insurance policy for the officers and
directors that, subject to certain limitations, terms and conditions, will
insure them against losses arising from wrongful acts (as defined by the
policy)
in their capacity as directors or officers.
In
addition, the Registrant has entered into agreements to indemnify its directors
and certain of its officers in addition to the indemnification provided for
in
the Articles of Incorporation and Bylaws. These agreements, among other things,
indemnify the Registrant's directors and certain of its officers for certain
expenses (including attorneys fees), judgments, fines and settlement amounts
incurred by such person in any action or proceeding, including any action
by or
in the right of the Registrant, on account of services as a director or officer
of the Registrant or as a director or officer of any subsidiary of the
Registrant, or as a director or officer of any other company or enterprise
that
the person provides services to at the request of the Registrant.
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EXEMPTION
FROM REGISTRATION CLAIMED
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Not
Applicable.
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Exhibit
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Exhibit
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Number
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4.1
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Instruments
Defining the Rights of Stockholders. Reference is made to Registrant's
Registration Statement No. 000-27243 on Form 10SB12G/A, which is
incorporated herein by reference pursuant to Item 3(c).
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5.1
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Opinion
and consent of Jonathan Ram Dariyanani, Esq.
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23.1
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Consent
of Independent Accountants.
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23.2
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Consent
of Jonathan Ram Dariyanani, Esq. (contained in Exhibit
5.1)
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24.1
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Power
of Attorney. Reference is made to page 5 of this Registration
Statement.
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99.1
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CYIOS
2006 Employee Stock Option Plan.
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1.
The
undersigned registrant hereby undertakes:
(a)
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 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% 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 the registration statement or any material change
to
such information in the registration statement;
Provided,
however, that paragraphs (a)(i) and (a)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is
contained in periodic reports filed by the issuer pursuant to section 13
or
section 15(d) of the Exchange Act that are incorporated by reference herein.
(b)
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)
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
Registrant's 2006 Employee Stock Option Plan.
2.
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3.
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.
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 District of Columbia on April 21, 2006.
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By:
/s/ TIMOTHY CARNAHAN
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TIMOTHY
CARNAHAN
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President,
CEO and Director
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KNOW
ALL PERSONS BY THESE PRESENTS:
That
the
undersigned officers and directors of CYIOS Corporation, a Nevada corporation,
do hereby constitute and appoint Timothy Carnahan the lawful attorney-in-
fact
and agent with full power and authority to do any and all acts and things
and to
execute any and all instruments which said attorneys and agents, and any
one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules
or regulations or requirements of the Securities and Exchange Commission
in
connection with this Registration Statement. Without limiting the generality
of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in
the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed
as
part of or in conjunction with this Registration Statement or amendments
or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause
to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN
WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney
as
of the date indicated.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities
and
on the dates indicated.
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Signature
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Title
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Date
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/s/
TIMOTHY CARNAHAN
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President
and Chief Executive Officer and Director
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April
21, 2006
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Timothy
Carnahan
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(Principal
Financial and Accounting Officer, Principal Executive
Officer) |
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/s/
Jeffrey Lieberman
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Director
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April
21, 2006
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Jeffrey
Lieberman
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Exhibit
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Exhibit
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Number
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4.1
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Instruments
Defining the Rights of Stockholders. Reference is made to Registrant's
Registration Statement No. 000-27243 on Form 10SB12G/A, which is
incorporated herein by reference pursuant to Item 3(c).
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Opinion
and consent of Jonathan Ram Dariyanani, Esq.
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Consent
of Independent Accountants.
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Consent
of Jonathan Ram Dariyanani, Esq. (contained in Exhibit
5.1)
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Power
of Attorney. Reference is made to page 5 of this Registration
Statement.
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CYIOS
2006 Employee Stock Option
Plan.
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