UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ELECTRONIC SENSOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 98-0372780
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No. )
1077 Business Center Circle, Newbury Park, CA 91320
(Address of principal executive offices) (Zip Code)
2005 STOCK INCENTIVE PLAN
-------------------------
(Full title of the plan)
1077 Business Center Circle
Newbury Park, CA 91320
Attention: Matt Collier
(Name and address of agent for service)
(805) 480-1994
(Telephone number, including area code, of agent for service)
copies to:
Ryan S. Hong, Esq.
Richardson & Patel LLP
10900 Wilshire Blvd. Suite 500
Los Angeles, CA 90024
(310) 208-1182
CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share (2) price (2) registration fee
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock 5,000,000 $0.96 $4,800,000 $564.96
----------------------- --------------------- -------------------- --------------------- --------------------
(1) Includes an indeterminate number of additional shares that may be issued
to adjust the number of shares issued pursuant to the stock plan described
herein as the result of any future stock split, stock dividend or similar
adjustment of the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating
amount of registration fee, based upon the average of the bid and ask
prices reported on July 13, 2005, as reported on Yahoo Business.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Electronic Sensor Technology, Inc. (the "Company") hereby incorporates by
reference into this registration statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Annual Report for the fiscal year ended December 31, 2004,
filed by the Company with the Commission on Form 10-KSB on April 15, 2005, which
contains audited financial statements for the most recent fiscal year for which
such statements have been filed.
(b) The Quarterly Report for the quarter ended March 31, 2005, filed
by the Company with the Commission on Form 10-QSB on May 23, 2005.
(c) The Current Report filed by the Company with the Commission on
Form 8-K on February 7, 2005, as amended by that Current Report filed on April
19, 2005.
(d) The description of the Company's common stock is included in the
amendment to the registration statement on Form SB-2, filed with the Commission
on June 4, 2002.
(e) In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment 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. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Richardson & Patel LLP has given an opinion on the validity of the
securities being registered hereunder. Erick Richardson and Nimish Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock registered pursuant to this Form S-8 registration statement for legal
services consisting of advice and preparation work in connection with reports of
the Registrant under the Securities Exchange Act of 1934 and other general
corporate and securities work previously rendered and to be rendered in the
future to the Registrant under an attorney-client engagement agreement.
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Item 6. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada Revised Statutes provides that we may
indemnify any person who was or is a party, or is threatened to be made a party,
to any action, suit or proceeding brought 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 or other entity. The expenses that are subject to
this indemnity include attorneys fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the indemnified party in
connection with the action, suit or proceeding. In order for us to provide this
statutory indemnity, the indemnified party must not be liable under Nevada
Revised Statutes section 78.138 or must have acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation. With respect to a criminal action or proceeding, the indemnified
party must have had no reasonable cause to believe his conduct was unlawful.
Section 78.7502 also provides that we may indemnify any person who was or
is a party, or is threatened to be made a party, to any action or suit brought
by or on behalf of the corporation by reason of the fact that he is or was
serving at the request of the corporation as 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 or other entity
against expenses actually or reasonably incurred by him in connection with the
defense or settlement of such action or suit if he is not liable under Nevada
Revised Statutes section 78.138 of if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. We may not indemnify a person if the person is judged to be liable
to the corporation, unless and only to the extent that the court in which such
action or suit was brought or another court of competent jurisdiction shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity.
Section 78.7502 requires us to indemnify present and former directors or
officers against expenses if he 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.
The Company's Bylaws Article XIII authorize the Company to indemnify the
directors and officers against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, actually and reasonably
incurred by him or them including an amount paid to settle an action or satisfy
a judgment inactive criminal or administrative action or proceeding to which he
is or they are made a party by reason of his or her being or having been a
director or officer of the Corporation. The Company's Bylaws authorize the
Company to indemnify each of its agents, employees, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact that such person is
or was an agent of the Company. The Directors may cause the Corporation to
purchase and maintain insurance for the benefit of a person who is or was
serving as a Director, officer, employee or agent of the Corporation or as a
director, officer, employee or agent of a corporation of which the Corporation
is or was a shareholder and his or her heirs or personal representatives against
a liability incurred by him as a Director, officer, employee or agent.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 2005 Stock Incentive Plan
5.1 Opinion regarding legality
23.1 Consent of Manning Elliott
23.2 Consent of Sherb & Co.
23.3 Consent of Richardson & Patel LLP (included in Exhibit 5.1)
Item 9. Undertakings.
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:
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.
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. 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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.
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5. 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 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
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 Newbury Park, California, on this 14th day of June 2005.
ELECTRONIC SENSOR TECHNOLOGY, INC.
a Nevada corporation
/s/ Matt Collier
----------------
By: Matt Collier
Its: President
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Matt Collier President June 14, 2005
---------------------------
Matt Collier
/s/ Edward Staples Chief Scientist and Director June 14, 2005
---------------------------
Edward Staples
/s/ Francis Chang Vice President, Finance and June 14, 2005
--------------------------- Administration and Director
Francis Chang
/s/ James Frey Chairman and Director June 14, 2005
---------------------------
James Frey
/s/ Teong Lim Vice President, Corporate Development June 14, 2005
--------------------------- and Director
Teong Lim
/s/ Mike Krishnan Director June 14, 2005
---------------------------
Mike Krishnan
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INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
4.1 2005 Stock Incentive Plan
5.1 Opinion regarding legality
23.1 Consent of Manning Elliott
23.2 Consent of Sherb & Co.
23.3 Consent of Richardson & Patel LLP (included in Exhibit 5.1)