|
Delaware
|
77-0262908
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
3716
East Columbia Street - Suite 120, Tucson AZ
|
85714
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
2007
Stock Incentive Plan; Non-plan employee options and equity award
|
|
(Full
title of the plan)
|
|
Mr.
Dana A. Marshall
Chief
Executive Officer and President
|
|
Ionatron,
Inc.
3716
East Columbia Street - Suite 120, Tucson, AZ
85714
|
|
(Name
and address of agent for service)
|
|
(520)
628-7415
|
|
(Telephone
number, including area code, of agent for service)
|
|
Copy
to:
|
|
Robert
J. Mittman, Esq.
Brad
L. Shiffman, Esq.
|
|
Blank
Rome LLP
|
|
405
Lexington Avenue
|
|
New
York, New York 10174
|
|
Title
of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum Aggregate Price
Per
Share (1)
|
Proposed
Maximum Aggregate Offering Price
(1)
|
Amount
of Registration
Fee
|
||||
|
Common
Stock, par value $.001 per share
|
10,917,000
shares (2)(3)
|
$ —
|
$45,659,755
|
$1,401.75
|
||||
|
|
|
(1)
|
Estimated
solely for the purpose of calculating the registration fee. Calculated
pursuant to Rule 457 under the Securities Act of 1933, as amended,
based
upon, as to (i) the 800,000 outstanding non-plan employee options
to
purchase shares of common stock (the “Non-Plan Options”) of Ionatron, Inc.
(the “Registrant”), upon the exercise price thereof, (ii) the 117,000
outstanding restricted stock units (“RSUs”), each RSU covering one share
of common stock, upon the average of the high and low sales price
of the
common stock of the Registration as reported on October 12, 2007,
and
(iii) the10,000,000 shares to be issued upon exercise of options
or other
awards currently available for grant under the 2007 Plan, upon
the average
of the high and low sales price of the common stock of the Registrant
as
reported on October 12, 2007.
|
|
(2)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate number of shares
of
the Registrant's common stock that may be issued pursuant to the
anti-dilution provisions of the Registrant's 2007 Plan and the
Non-Plan
Options.
|
|
(3)
|
Includes
preferred share purchase rights. Prior to the occurrence of certain
events
the preferred share purchase rights will not be evidenced separately
from
the Registrant’s common stock.
|
|
(1)
|
The
Registrant's Annual Report on Form 10-K for the year ended December
31,
2006;
|
|
(2)
|
The
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31,
2007;
|
|
(3)
|
The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2007;
|
|
(4)
|
The
Registrant’s Current Report on Form 8-K for the event dated January 19,
2007 filed with the Commission on January 25,
2007;
|
|
(5)
|
The
Registrant’s Current Report on Form 8-K for the event dated February 1,
2007 filed with the Commission on February 1,
2007.
|
|
(6)
|
The
Registrant’s Current Report on Form 8-K for the event dated February 14,
2007 filed with the Commission on February 16,
2007.
|
|
(7)
|
The
Registrant’s Current Report on Form 8-K for the event dated May 4, 2007
filed with the Commission on May 4,
2007.
|
|
(8)
|
The
Registrant’s Current Report on Form 8-K for the event dated May 11, 2007
filed with the Commission on May 16,
2007.
|
|
(9)
|
The
Registrant’s Current Report on Form 8-K for the event dated June 11, 2007
filed with the Commission on June 11, 2007, as amended June 12,
2007.
|
|
(10)
|
The
Registrant’s Current Report on Form 8-K for the event dated September 4,
2007 filed with the Commission on September 5,
2007.
|
|
(11)
|
The
Registrant’s Current Report on Form 8-K for the event dated September 10,
2007 filed with the Commission on September 12,
2007.
|
|
(12)
|
The
description of the Registrant's common stock, par value $.001 per
share,
contained in the Registrant's Registration Statement on Form 8-A
filed
with the Commission March 4, 1992 and any amendments thereto and
description of the attendant Preferred Share Purchase Rights contained
in
the Registrant's Registration Statement on Form 8-A filed with
the
Commission on April 7, 1999 and any amendments thereto; and
|
|
(13)
|
All
documents subsequently filed by the registrant 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, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective
date of
filing of such documents. Any statement contained in a document
incorporated by reference herein is modified or superseded for
all
purposes to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such
statement.
|
|
5
|
Opinion
of Blank Rome LLP.
|
|
23.1
|
Consent
of BDO Seidman, LLP.
|
|
23.2
|
Consent
of Blank Rome LLP (included in Exhibit
5).
|
|
24.1
|
Powers
of Attorney (included on the signature
page).
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the
effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth 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 and 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 prices
represent no more than 20 percent 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 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;
|
|
Signature
|
Title
|
Date
|
|
/s/
David C. Hurley
David
C. Hurley
|
Chairman
and Director
|
October 15,
2007
|
|
/s/
Dana A. Marshall
Dana
A. Marshall
|
Chief
Executive Officer, President and Director (principal executive
officer)
|
October 15,
2007
|
|
/s/
Kenneth M. Wallace
Kenneth
M. Wallace
|
Chief
Financial Officer (principal financial officer)
|
October 15,
2007
|
|
/s/
Stephen A. McCommon
Stephen
A. McCommon
|
Vice
President Finance and Chief Accounting Officer (principal accounting
officer)
|
October 15,
2007
|
|
/s/
George P. Farley
George
P. Farley
|
Director
|
October 17,
2007
|
|
/s/
James K. Harlan
James
K. Harlan
|
Director
|
October 15,
2007
|
|
/s/
James M. McDivitt
James
M. McDivitt
|
Director
|
October 17,
2007
|
|
5
|
Opinion
of Blank Rome LLP
|
|
23.1
|
Consent
of BDO Seidman LLP
|
|
23.2
|
Consent
of Blank Rome LLP
|
|
(included
in Exhibit 5)
|
|
24.1
|
Powers
of Attorney
|
|
(included
on signature page)
|