As filed with the Securities and Exchange Commission on December 15, 2006
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CYBERLUX CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 91-2048178
--------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, North Carolina 27703
(Address of principal executive offices) (Zip Code)
COMPENSATION AGREEMENT
(Full title of Plan)
Donald F. Evans, Chief Executive Officer
Cyberlux Corporation
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, North Carolina 27703
(Name and address of agent for service)
(919) 474-9700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
---------- ----------- ------------ ---------- -----------
Common Stock, 1,450,000 $0.035 $50,750 $5.43
par value $.001
--------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, using the average
of the high and low price as reported on the Over-The-Counter Bulletin Board on
December 11, 2006.
PART I
Item 1. Plan Information.
The documents containing the information specified in Item 1 will be sent or
given to participants in the Plan as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the "SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees, non-employee directors and
consultants, pursuant to Rule 428(b) are available without charge by contacting:
Donald F. Evans, Chief Executive Officer
Cyberlux Corporation
4625 Creekstone Drive, Suite 100
Research Triangle Park
Durham, North Carolina 27703
(919) 474-9700
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement
the documents listed below. In addition, all documents subsequently filed
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (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:
o Reference is made to the Registrant's annual report on Form 10-KSB for the
year ended December 31, 2005, as filed with the SEC on April 19, 2006, which is
hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form 10-QSB, for the
quarter ended March 31, 2006, as filed with the SEC on May 11, 2006, which is
hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form 10-QSB for the
quarter ended June 30, 2006, as filed with the SEC on August 14, 2006, which is
hereby incorporated by reference.
o Reference is made to the Registrant's quarterly report on Form 10-QSB for the
quarter ended September 30, 2006, as filed with the SEC on November 14, 2006,
which is hereby incorporated by reference.
o Reference is made to the description of the Registrant's common stock as
contained in its Registration Statement on Form SB-2, filed with the Commission
on September 19, 2006, including all amendments and reports filed with the
Commission for the purpose of updating such description.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with this registration statement will be
passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, New York,
New York. Certain members or employees of Sichenzia Ross Friedman Ference LLP
will receive 1,450,000 shares of common stock of the Registrant under this
registration statement to be issued as compensation for legal services performed
on behalf of the Registrant.
Item 6. Indemnification of Directors and Officers.
Our articles of incorporation limit the liability of directors to the maximum
extent permitted by law. Our bylaws provide that we shall indemnify our officers
and directors to the fullest extent provided by law.
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 Company pursuant to the foregoing provisions, or otherwise, the Company
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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Description
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
10.1 Compensation Agreement with Michael Ference
23.1 Consent of Sichenzia Ross Friedman Ference LLP is
included in Exhibit 5.1
23.2 Consent of Russell Bedford Stefanou Mirchandani LLP
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:
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.
(b) 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 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.
(c) 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.
Signatures
In accordance with 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 of an amendment to a filing on Form S-8 and authorized this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Durham, State of North Carolina on December 15, 2006.
CYBERLUX CORPORATION
By: /s/ DONALD F. EVANS
-----------------------------------------
Donald F. Evans, Chief Executive
Officer, Principal Executive Officer and
Chairman of the Board of Directors
By: /s/ DAVID D. DOWNING
-----------------------------------------
David D. Downing, Chief Financial
Officer, Principal Financial Officer and
Principal Accounting Officer
In accordance with the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated:
SIGNATURE TITLE DATE
/s/ DONALD F. EVANS Chief Executive Officer (Principal December 15, 2006
-------------------------------- Executive Officer) and Chairman of
Donald F. Evans the Board of Directors
/s/ DAVID D. DOWNING Chief Financial Officer (Principal December 15, 2006
-------------------------------- Financial Officer and Principal
David D. Downing Accounting Officer)
/s/ MARK D. SCHMIDT President, Chief Operating Officer December 15, 2006
-------------------------------- and Director
Mark D. Schmidt
/s/ JOHN W. RINGO Secretary, Corporate Counsel December 15, 2006
-------------------------------- and Director
John W. Ringo
/s/ ALAN H. NINNEMAN Senior Vice President and Director December 15, 2006
--------------------------------
Alan H. Ninneman
EXHIBIT 5.1
SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF THE AMERICAS
NEW YORK, NY 10018
TEL 212 930 9700 FAX 212 930 9725
WWW. SRFF.COM
December 15, 2006
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, CC 20549
Re: Cyberlux Corporation
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed by
Cyberlux Corporation, a Nevada corporation (the "Company"), with the Securities
and Exchange Commission on December 15, 2006.
We have examined the originals, photocopies, certified copies or other evidence
of such records of the Company, certificates of officers of the Company and
public officials, and other documents as we have deemed relevant and necessary
as a basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as certified copies or photocopies and the authenticity of the
originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that the
securities being registered to be sold pursuant to the Registration Statement
are duly authorized and will be, when sold in the manner described in the
Registration Statement, legally and validly issued, and fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Sichenzia Ross Friedman Ference LLP
----------------------------------------
Sichenzia Ross Friedman Ference LLP
EXHIBIT 10.1
COMPENSATION AGREEMENT
This Compensation Agreement is dated as of December 12, 2006 among Cyberlux
Corporation, a Nevada corporation (the "Company"), and Michael H. Ference
("Consultant").
WHEREAS, the Company has requested the Consultant to provide the Company
with legal services in connection with their business, and the Consultant has
agreed to provide the Company with such legal services; and
WHEREAS, the Company wishes to compensate the Consultant with shares of
its common stock for such services rendered;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. The Company will issue up to 1,450,000 shares of the Company's common stock,
par value $.001 per share, to the Consultant subsequent to the filing of a
registration statement on Form S-8 with the Securities and Exchange Commission
registering such shares, as set forth in Section 2 below. The shares to be
issued shall represent consideration for legal services to be performed by the
Consultant on behalf of the Company.
2. The above compensation shall be registered using a Form S-8. The Company
shall file such Form S-8 with the Securities and Exchange Commission within 30
days of the execution of this agreement.
IN WITNESS WHEREOF, this Compensation Agreement has been executed by the
Parties as of the date first above written.
CYBERLUX CORPORATION
/s/ DONALD F. EVANS
------------------------------
Donald F. Evans
Chief Executive Officer
MICHAEL FERENCE
/s/ MICHAEL FERENCE
------------------------------
Michael Ference
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM
TO: Cyberlux Corporation
As independent certified public accountants, we hereby consent to the
inclusion in the Form S-8 Registration Statement of our report, which includes
an explanatory paragraph regarding substantial doubt about the Company's ability
to continue as a going concern, dated March 16, 2006 relating to the financial
statements of Cyberlux Corporation and to the reference to our Firm under the
caption "Experts" appearing in the Prospectus.
/s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
----------------------------------------------------
Russell Bedford Stefanou Mirchandani LLP
New York, New York
December 15, 2006