SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRUE HEALTH, INC.
(Exact name of registrant as specified in its charter)
Utah 75-2263732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification
No.)
5 Tansey Circle
Mesquite, Texas 75149
(Address of principal executive offices)
CONSULTING AGREEMENT
(Full title of plan)
Krista Castleton
8661 S. Highland Dr., PMB 150
Sandy, Utah 84093
(Name and address of agent for service)
(801) 485-7775
(Telephone number, including area code of agent for service)
Copy to:
Burkshire Capital Group
13907 Montfort Drive #1222
Dallas, Texas 75240
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities. Amount to be offering price Aggregate offering Amount of
to be registered . . Registered (1) per share (2) Price fee
Common Stock 400,000 $0.10 $40,000 $3.68
( $0.01 value)
(1) Represents 400,000 shares of Common Stock to be issued to a director of
Burkshire Capitol Group as compensation for services rendered by Burkshire
Capital Group pursuant to a consulting agreement.
(2) Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457( c ) and 457(h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the average of the bid
and asked prices per share of the registrant's common stock reported by the OTC
NASDAQ Stock Market on April 11, 2002.
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PART I
The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act"). Such documents are not being filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. Such documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by True Health, Inc., (the "Company") with the
Commission (File No. 000-30351) are incorporated in and made part of this
registration statement by reference, except to the extent that any statement or
information therein is modified, superseded or replaced by a statement or
information contained in any other subsequently filed document incorporated
herein by reference.
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001.
(2) all other reports filed by the Company pursuant to Section 13(a) or Section
15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 2000 through the date hereof;
(3) the Registrant's Form SB-2A filed on January 18, 2000 pursuant to Section 12
of the Exchange Act, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock, and
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, subsequent to the filing hereof
and 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 and to be a
part hereof from the date of filing such documents.
For purposes of this registration statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. 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 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS
David Cawthon and James Stephans do consulting work for True Health, Inc., from
time to time and are being issued 400,000 shares of the Company's common stock
as consideration for consulting services.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall indemnify any Director or Officer, or former Director or
Officer of the corporation or any person who may have served at its request as a
Director or Officer or another corporation in which it owns shares of capital
stock, or of which it is a creditor, against reasonable expenses, including
attorney's fees, actually and necessarily incurred by him in connection with the
defense of any civil, criminal or administrative action, suit or proceeding in
which he is made a party or with which he is threatened by reason of being or
having been or because of any act as such Director or Officer, within the course
of his duties or employment, except in relation to matters as to which he shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of his duties. The corporation may also reimburse
any Director or Officer for the reasonable costs of settlement of any such
action, suit or proceeding, if it shall be found by a majority of a committee
composed of the Directors not involved in the matter in controversy, whether or
not a quorum, that it was to the interests of the corporation that such
settlement be made and that such Director or Officer was not guilty of
negligence or misconduct. The right of indemnification herein provided shall
extend to the estate, executor, administrator, guardian and conservator of any
deceased or former Director or Officer or person who himself would have been
entitled to indemnification. Such rights of indemnification and reimbursement
shall not be deemed exclusive or any other rights to which such Director or
Officer may be entitled under any statute, agreement, vote of shareholders, or
otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
The exhibits listed on the accompanying Exhibit Index are filed or incorporated
by reference as part of this Registration Statement.
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes to file, during any period in which offers or
sales are being made of the securities registered hereby, 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 arising after the
effective date of the registration statement (or the most recent posteffective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this 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;
Provided, however, that paragraphs (a) (I) and (a) (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 the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the registration statement.
The Company hereby agrees that, for the purposes of determining any liability
under the Securities Act, 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;
The Company hereby undertakes 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;
The Company hereby undertakes that, for the purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15 (d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit annual report
pursuant to 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; and
Insofar as indemnification for liabilities arising under the Securities 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 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling persona
in connection with the securities being registered, the Company 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, the Company 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
Mesquite, state of Texas on April 11, 2002.
TRUE HEALTH, INC.
By: /s/ Richard Stokley By: /s/ Earl D. Milton
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Richard Stokley, Chief Executive Officer Earl D. Milton, Secretary/Treasurer
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGES
4.1 Consulting Agreement: Burkshire Capital Group: James Stephens,
David Cawthon
5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
23.1 Consent of Bateman & Col, Inc. P.C.
23.2 Consent of Counsel (23.2 included as part of Exhibit 5.1)
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