As Filed With The Securities and Exchange Commission on December 28, 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ORALABS HOLDING CORP.
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(Exact name of registrant as specified in its charter)
Colorado 14-1623047
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
18685 E. Plaza Drive, Parker, Colorado 80134
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(Address of principal executive offices) (Zip Code)
2006 Director Stock Plan
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(Full title of the plan)
Douglas B. Koff, Esq., 303 East 17th Avenue, Suite 940, Denver, Colorado 80203
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(Name and address of agent for service)
(303) 861-1166
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(Telephone number, including area code, of agent for service)
COPY TO:
Douglas B. Koff, Esq.
Koff, Corn & Berger, P.C.
303 East Seventeenth Avenue, Suite 940
Denver, Colorado 80203
Telephone: (303)861-1166
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed maximum Proposed maximum Amount
securities to be registered (1) offering price aggregate of
registered per offering registration fee
share(2) price
Common Stock, $0.001
par value 1,000,000 $4.20 $4,200,000 $449.40
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(1) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable by reason of certain changes in the
outstanding shares of Common Stock of the Registrant, including, among other
things, stock dividends, stock splits, reverse stock splits, reorganizations and
recapitalizations.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the above
calculation is based upon the average of the high and low prices of the
Registrant's common stock as of the close of trading on December 21, 2006, a
date within five business days prior to the date of filing this Registration
Statement.
PART I
The document setting forth the information specified in Part I (Items 1
and 2) of this Form S-8 will be sent or given to persons eligible to participate
in the OraLabs Holding Corp. 2006 Director Stock Plan as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE INFORMATION STATEMENT
Item No. 3. Incorporation of Documents by Reference.
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This document incorporates by reference the documents listed below that
OraLabs has previously filed with the Securities and Exchange Commission.
1. OraLabs' Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2005;
2. OraLabs' Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2006;
3. All other reports filed by OraLabs pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 2005; and
4. The description of Common Stock contained in OraLabs' filing
of its Form 8-A12G/A on December 21, 2001.
All documents subsequently filed by OraLabs 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 that indicates that all securities
offered hereby have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed 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 other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item No. 4. Description of Securities.
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Not applicable.
Item No. 5. Interests of Named Experts and Counsel.
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Not applicable.
Item No. 6. Indemnification of Directors and Officers.
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OraLabs' Articles of Incorporation provide that OraLabs shall indemnify
its directors, officers, employees and agents to the fullest extent now or
hereafter permitted by Colorado law. Under such provisions, any director or
officer who, in his or her capacity as such, is made or threatened to be made a
party to any suit or proceeding will be indemnified if such director or officer
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of OraLabs and, with respect to any criminal proceeding,
had no reasonable cause to believe that his or her conduct was unlawful.
In addition, the Articles of Incorporation provide that, to the full
extent now or hereafter permitted by Colorado law, OraLabs' directors will not
be liable for monetary damages for breach of their fiduciary duty as directors
to OraLabs and its shareholders. This provision in the Articles of Incorporation
does not eliminate the directors' fiduciary duty of care, and, in appropriate
circumstances, equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under Colorado law. Each director
will continue to be subject to liability for breach of his or her duty of
loyalty to OraLabs and its shareholders, for acts or omissions not in good faith
or involving intentional misconduct or knowing violations of law, for certain
activities prohibited by Colorado law (relating primarily to making unlawful
distributions), or for any transaction from which the director derived an
improper personal benefit.
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Item No. 7. Exemption From Registration Claimed.
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Not applicable.
Item No. 8. Exhibits.
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See the attached Exhibit Index that follows the signature page.
Item No. 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:
(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 which, individually or together, represent a fundamental change in the
information 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 additional or changed
material information on the plan of distribution.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 OraLabs pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
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(2) That, for the purpose of determining liability
under the Securities Act, each post-effective amendment shall be deemed to be a
new registration statement of the securities offered, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(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 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.
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 the City of Parker, State of Colorado, on December 26, 2006.
ORALABS HOLDING CORP., a Colorado
corporation
By: /s/ Gary H. Schlatter
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December 26, 2006 Gary H. Schlatter, President
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Date
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title Date
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/s/ Gary H. Schlatter Chief Executive Officer and December 26, 2006
------------------------ Director
Gary H. Schlatter
/s/ Michael I. Friess Director December 26, 2006
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Michael I. Friess
/s/ Robert C. Gust Director December 26, 2006
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Robert C. Gust
/s/ Emile Jordan Chief Financial Officer December 26, 2006
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Emile Jordan
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INDEX TO EXHIBITS
4.1 Articles of Incorporation (Incorporated by reference to Exhibit C of
the Definitive Information Statement filed by the Company's
predecessor, SSI Capital Corp., on July 24, 1997.)
4.2 Second Amended and Restated Bylaws (Incorporated by reference to the
Company's Form 10-KSB filed for fiscal year 1998.)
4.3 2006 Director Stock Plan (Incorporated by reference to Annex 3 of the
Definitive Proxy Statement filed by the Company on November 22, 2006).
5.1 Opinion of Koff, Corn & Berger, P.C. as to the legality of the
securities being registered.
23.1 Consent of Koff, Corn & Berger, P.C. is contained in their opinion
filed as Exhibit 5.1.
23.2 Consent of GHP Horwath, P.C., Independent Registered Public Accounting
Firm for Oralabs.
23.3 Consent of Ehrhardt Keefe Steiner & Hottman PC., former Independent
Registered Public Accounting Firm for OraLabs.
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