SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AETHLON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 13-3632859
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
7825 Fay Avenue, Suite 200
La Jolla, California 92037
(Address of principal executive offices) (Zip Code)
2003 CONSULTANT STOCK PLAN
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(Full title of the plan)
James A. Joyce
7825 Fay Avenue, Suite 200
La Jolla, California 92037
(Name and address of agent for service)
(858) 456-5777
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock 1,000,000 $1.875 $1,875,000 237.56
----------------------- --------------------- -------------------- --------------------- --------------------
(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on March 25, 2004, as reported on the OTC Electronic Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference
into this registration statement:
(a) The Annual Report for the fiscal year ended March 31,
2003, filed by the registrant with the Securities and Exchange Commission (the
"Commission") on Form 10KSB on July 15, 2003, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.
(b) The quarterly report for the quarter ended June 30, 2003,
filed by the registrant with the Commission on Form 10QSB on August 19, 2003.
(c) The quarterly report for the quarter ended September 30,
2003, filed by the registrant with the Commission on Form 10QSB on November 19,
2003.
(d) The quarterly report for the quarter ended December 31,
2003, filed by the registrant with the Commission on Form 10QSB on February 17,
2004.
(e) The description of the registrant's common stock, which is
included in the registration statement on Form SB-2, file no. 333-52212, filed
with the Commission on December 19, 2000.
(f) In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Richardson & Patel LLP has given an opinion on the validity of
the securities being registered hereunder. Erick Richardson and Nimish Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada Revised Statutes provides that we may indemnify
any person who was or is a party, or is threatened to be made a party, to any
action, suit or proceeding brought 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 or other entity. The expenses that are subject to this
indemnity include attorneys fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the indemnified party in
connection with the action, suit or proceeding. In order for us to provide this
statutory indemnity, the indemnified party must not be liable under Nevada
Revised Statutes section 78.138 or must have acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation. With respect to a criminal action or proceeding, the indemnified
party must have had no reasonable cause to believe his conduct was unlawful.
Section 78.7502 also provides that we may indemnify any person who was
or is a party, or is threatened to be made a party, to any action or suit
brought by or on behalf of the corporation by reason of the fact that he is or
was serving at the request of the corporation as 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 or
other entity against expenses actually or reasonably incurred by him in
connection with the defense or settlement of such action or suit if he is not
liable under Nevada Revised Statutes section 78.138 of if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. We may not indemnify a person if the person is
judged to be liable to the corporation, unless and only to the extent that the
court in which such action or suit was brought or another court of competent
jurisdiction shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity.
Section 78.7502 requires us to indemnify present and former directors
or officers against expenses if he has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter.
As permitted by Nevada law, the Company's Articles of Incorporation
contain an article limiting the personal liability of directors. The Articles of
Incorporation provides that a director of the Company shall not be personally
liable for any damages from any breach of fiduciary duty as a director, except
for liability based on a judgment or other final adjudication adverse to him
establishing that his acts or omissions were committed in bad faith or were the
result of active or deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained a financial profit or other
advantage to which he was not legally entitled. The Company's Articles of
Incorporation and Bylaws also provide for indemnification of all officers and
directors of the Company to the fullest extent permitted by law.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5. Opinion regarding legality
23.1 Consent of Squar, Milner, Reehl & Williamson, LLP
23.2 Consent of Richardson & Patel LLP (included in
Exhibit 5)
99.1 2003 Consultant Stock Plan
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (1) 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; and (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 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 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.
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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 La Jolla, California, on this 15th day of March, 2004.
AETHLON MEDICAL, INC.
A Nevada Corporation
/s/ James A. Joyce
---------------------------------
By: James A. Joyce
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated: March 15, 2004 /s/ James A. Joyce
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James A. Joyce, Chairman
Dated: March 17, 2004 /s/ Franklyn S. Barry, Jr.
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Franklyn S. Barry, Jr., Director
Dated: March 18, 2004 /s/ E.G. Broenniman
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Edward G. Broenniman, Director
Dated: March 15, 2004 /s/ Richard H. Tullis
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Richard H. Tullis, Director
Dated: March 25, 2004 /s/ Calvin M. Leung
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Calvin Leung, Director
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INDEX TO EXHIBITS
Exhibit Number Description
5. Opinion regarding legality
23.1 Consent of Squar, Milner, Reehl & Williamson, LLP
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5)
99.1 2003 Consultant Stock Plan
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