SECURITIES
AND EXCHANGE COMMISSION
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SALON
CITY, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
(State
or other jurisdiction of incorporation or organization)
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20-2107795
(I.R.S.
Employer
Identification
Number)
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909
North Palm Avenue, Ste. 311
West
Hollywood, California 90069
888-522-3263
(Address
of Principal Executive Offices and Zip Code)
Capital
Corporate Services, Inc.
202
South Minnesota Street
Carson
City, Nevada 89703
(775)
884-0490
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent
for Service)
2009
STOCK INCENTIVE PLAN
(Full
Title of the Plans)
Copies
to
Tad
Mailander, Esq.
Mailander
Law Office, Inc.
The Louis
Bank of Commerce, 835 5
th
Avenue,
Ste. 312
San
Diego, California 92101
Telephone
(619) 239-9034
Facsimile
(619) 239-9047
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b 2 of the Exchange Act.
Large
accelerated filer
¨
Accelerated
filer
¨
Non-accelerated
filer
¨
Smaller
reporting company
þ
(Do not check if a smaller
reporting company)
Approximate
date of proposed sales pursuant to the plan: Upon the effective date of this
Registration Statement.
CALCULATION
OF REGISTRATION FEE
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Title
of securities to be registered
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Amount
to be registered
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Proposed
maximum offering price
per
share(1)
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Proposed
maximum aggregate offering price(1)
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Amount
of registration fee(2)
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Common
Stock, $0.001 par value
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6,000,000
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$0.02
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$120,000.00
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$4.72
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(1)
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Plus
such additional number of shares as may hereafter become issuable in the
event of a stock dividend, split-up of shares, recapitalization or other
similar transaction, without receipt of consideration, which results in an
increase in the number of shares
outstanding.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c)(h), based on the closing sale price of the Common Stock in the
Over-the-Counter Bulletin Board on January 14,
2009.
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PART
I
REGISTRATION
OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
The
document(s) containing the information specified in this Part 1 will be sent or
given to employees as specified by Rule 428(b)(1) (§
230.428(b)(1)). Such documents need not be filed with the Commission
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 (§ 230.424). These documents and the
documents incorporated by reference in the registration statement pursuant to
Item 3 of Part II of this Form, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act. See
Rule 428(a)(1) (§ 230.428(a)(1)).
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the Securities and Exchange
Commission (the “Commission”) are incorporated by reference in this Registration
Statement:
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•
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Our
Annual Report on Form 10-KSB for the year ended December 31 2007;
and,
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•
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Our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008;
and,
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•
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Our
Preliminary and Definitive Information Statements filed on Schedule 14C
dated: (i) June 20, 2008 & July 10, 2008;
and,
(ii) October 28, 2008 & November 26,
2008.
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Additionally,
the documents listed in (a) through (c) below are incorporated by reference in
this registration statement; as well as all documents subsequently filed by this
Issuer pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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, are deemed to be incorporated by reference in
the registration statement and to be part thereof from the date of filing of
such documents.
(a) The
registrant’s latest annual report, and where interests in the plan are being
registered, the plan’s latest annual report, if any, filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or in the case of the registrant either: (1)
the latest prospectus filed pursuant to Rule 424(b) under the Act that contains
audited financial statements for the registrant’s latest fiscal year for which
such statements have been filed, or (2) the registrant’s effective registration
statement on Form 10, Form 20-F or, in the case of registrants described in
General Instruction A.(2) of Form 40-F, on Form 40-F filed under the Exchange
Act containing audited financial statements for the registrant’s latest fiscal
year.
(b) All other
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the registrant document referred to in (a)
above.
(c) If the
class of securities to be offered is registered under Section l2 of the Exchange
Act, the description of such class of securities contained in a registration
statement filed under such Act, including any amendment or report filed for the
purpose of updating such description.
Item
4. Description of Securities.
We are
authorized to issue 2,000,000,000 shares of common stock, $0.001 par value per
share. As of January 8, 2009, 10,311,098 shares of common stock were
outstanding. The following description of our capital stock does not
purport to be complete and is governed by and qualified by our certificate of
incorporation, bylaws, and by the provisions of applicable Nevada
law.
Common
Stock
The
holders of common stock are entitled to one vote per share on all matters to be
voted upon by the shareholders. The holders of common stock are
entitled to receive ratable dividends, if any, as may be declared from time to
time by the board of directors out of funds legally available for that
purpose. In the event of our liquidation, dissolution or winding up,
the holders of common stock are entitled to share ratably in all assets
remaining after payment of liabilities. The common stock has no
preemptive or conversion rights or other subscription rights. There
are no redemption or sinking fund provisions applicable to the common
stock. All outstanding shares of common stock are fully paid and
non-assessable.
We do not
intend to pay cash dividends on our common stock in the foreseeable
future. To the extent we have earnings in the future, we intend to
reinvest such earnings in our business operations.
The
Securities and Exchange Commission has adopted regulations which generally
define “penny stock” to be any equity security that is not traded on a national
securities exchange or the NASDAQ Stock Market and that has a market price of
less than $5.00 per share or an exercise price of less than $5.00 per
share. A security of an issuer, generally, that has net tangible
assets in excess of $2 million or $5 million, respectively, depending upon
whether the issuer has been continuously operating for less or more than three
years, or “average revenue” of at least $6 million for the last three years,
would also be excluded from the definition of “penny stock.” As long
as we do not meet these financial requirements and our common stock is trading
at less than $5.00 per share on the OTC Bulletin Board, our common stock is
governed by rules that impose additional sales practice requirements on
broker-dealers who sell our securities to persons other than established
customers and accredited investors. For transactions covered by these
rules, the broker-dealer must make a special suitability determination for the
purchase of such securities and have received the purchaser’s written consent to
the transaction prior to the purchase, resulting in restrictions on the
marketability of our common stock. Additionally, the Securities and
Exchange Commission’s penny stock rules include various disclosure requirements
that may restrict the ability of broker-dealers to sell our common stock and may
affect the ability of our common stockholders to sell their shares in the
secondary market.
Item
5. Interests of Named Experts and Counsel.
Not applicable.
Item
6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada General
Corporation Laws provides as follows: “78.751 Indemnification of officers,
directors, employees and agents; advance of expenses. 1. A corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, 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, partnership,
joint venture, trust or other
enterprise, against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or proceeding if
he acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, does not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and
that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was lawful.”
“A corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor 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, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in
or not opposed to the best interests of the
corporation.”
“Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.”
“To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter therein, he
must be indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
defense.”
“Any
indemnification under subsections 1 and 2, unless ordered by a court or advanced
pursuant to subsection 5, must be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination
must be made: (a) By the stockholders: (b) By the board of directors by majority
vote of a quorum consisting of directors who were not parties to act, suit or
proceeding; (c) If a majority vote of a quorum consisting of directors who were
not parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or (d) If a quorum consisting of directors who
were not parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion. The Articles of Incorporation,
the Bylaws or an agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or criminal,
suit or proceeding must be paid by the corporation as they
are incurred and in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or
on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the directors or
officers may be entitled under any contract or otherwise by law.”
“The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this section: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his office,
except that indemnification, unless ordered by a court pursuant to subsection 2
or for the advancement of expenses made pursuant to subsection 5, may
not be made to or on behalf of any
director or officer if a final
adjudication establishes that
his act or omissions involved intentional misconduct,
fraud or a knowing violation of the law
and was material to the cause of action. (b) Continues for
a person who has ceased to be a director, officer, employee or agent and inures
to the benefit of the heirs, executors and administrators of such a
person. 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.”
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Item 9. Undertakings.
The undersigned Registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
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(a) to
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(b)
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to
reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this 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 the Registration Fee”
table in the effective registration
statement.
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(c)
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to
include any material information with respect to the plan of
distribution not previously disclosed in this
Registration Statement or any material change to
such information in this Registration Statement; provided, however, that
the undertakings set forth in paragraph (a) and (b) above shall 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
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the “Exchange Act”) that are incorporated by reference in this
Registration Statement.
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(2)
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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.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of this
offering.
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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 Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
For
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective. For the purpose
of determining any liability under the Securities Act of 1933, each
post-effective Registration Statement that contains a form of prospectus 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.
SIGNATURES
The
Registrant.
Pursuant
to the requirements of the Securities Act of 1933, as amended, Salon City, Inc.
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 on Form S-8 to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of Los Angeles, California, on the 15
th
day of
January, 2009.
Salon
City, Inc.
By:
/s/ Steven
Casciola
Steven Casciola
Chief
Executive Officer
Pursuant
to the requirements of the Securities Exchange Act of 1933, as amended, this
Registration Statement has been signed by the following persons on behalf of the
issuer in the capacities and on the dates indicated.
January
15,
2009 By:
/s/ Steven
Casciola
Steven
Casciola
Chief
Executive Officer
Salon City (CE) (USOTC:SALN)
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