As Filed With the Securities and Exchange Commission on January 31, 2003
Registration No. 333-_______
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RHOMBIC CORPORATION
(Name of small business issuer in its charter)
NEVADA 86-0824125
(State or other jurisdiction of (I.R.S. Employer or
incorporation organization) Identification No.)
1475 SOUTH BASCOM AVENUE, SUITE 210
CAMPBELL, CALIFORNIA 95003
(Address of principal place of business) (zip code)
RHOMBIC CORPORATION
Year 2003 Employees and Consultants Stock Compensation Plan
(Full title of the plan)
Nevada Agency & Trust
Attention: Mark Miller
50 West Liberty Street, Suite 800
Reno, Nevada 89501
Telephone: (775) 322-0626
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered per Share Price per Share Registration Fee (1)
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Common Stock Par
Value - $0.001 per
Share 8,000,000 $0.06 $480,000 (2) $44.16
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(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the closing sale price
of the Company's Common Stock on the average of January 13, 14, 15, 16, and
17, 2003 as reported on the OTC Electronic Bulletin Board.
(2) Represents the maximum number of shares which may be granted under the
Rhombic Corporation Year 2003 Employees and Consultants Stock Compensation
Plan (the "Plan").
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:
(1) The Registrant's Annual Report on Form l0-KSB for the fiscal year ended
December 31, 2001.
(2) The Registrants Quarterly Report on Form 10-QSB for the quarter ended March
31, 2002.
(3) The Registrants Quarterly Report on Form 10-QSB for the quarter ended June
30, 2002.
(4) The Registrants Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2002.
(5) All other reports filed by the Registrant with the Commission pursuant to
Section 13(a) or Section 15(d) of the Exchange Act since the end of the
fiscal year covered by the Registrant's Annual Report referred to above;
and
(6) The description of the Common Stock of the Registrant contained in the
Registrant's Registration Statement.
All documents filed by the Registrant with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto 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 herein 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 Bylaws of the Registrant contain provisions which provide for the
indemnification of directors, officers, and other employees or agents of the
Registrant properly appointed to serve in an official capacity who while acting
in good faith, in the best interests of the Registrant, and within the scope of
their offices, are or are threatened to be named as a defendant or respondent in
a civil or criminal action. The extent of the indemnification is limited to
judgments, penalties, fines, settlements and reasonable expenses actually
incurred.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
*5.1 Opinion of Tom Jones, Attorney at Law
*10.1 Rhombic Corporation Year 2003 Employees and Consultants Stock
Compensation Plan
*23.1 Consent of Tom Jones, Attorney at Law (contained in the opinion filed as
Exhibit 5.1 hereof)
*23.2 Consent of James C. Marshall, CPA, P.C
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(* filed herewith)
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) to file, during any period in which it offers or sells securities, a post
effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under the Securities Act
of 1933, to treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at
that time to be the initial bona fide offering;
(3) to remove from registration by means of a post-effective amendment any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 Company 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 Company will, unless in the opinion of this
counsel that 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
jurisdiction of such issue.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Campbell,
State of California, on the dates indicated
RHOMBIC CORPORATION
Date: January 27, 2003 By: /s/ John E. Hartman
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John E. Hartman
President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
Date: January 27, 2003 By: /s/ John E. Hartman
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John E. Hartman
Director
(Principal Executive Officer)
Date: January 27, 2003 By: /s/ Albert Golusin
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Albert Golusin
Director
(Principal Accounting Officer)
Date: January 27, 2003 By: /s/ Ilya "Sean" Radetich
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Ilya "Sean" Radetich
Director
(Principal Accounting Officer)
Date: January 27, 2003 By: /s/ Robert G. Krushnisky
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Robert G. Krushnisky
Director
(Principal Accounting Officer)