U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FORCE PROTECTION, INC.
(formerly known as Sonic Jet Performance, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-1383888
(State of Incorporation) (I.R.S. Employer ID No.)
2031 Avenue B, Building 44, North Charleston, South Carolina 29405
(Address of principal executive offices)
Directors and Consultants Retainer Stock Plan
(Full title of the Plan)
Madhava Rao Mankal, President
Force Protection, Inc.,
2031 Avenue B, Building 44,
North Charleston, South Carolina 29405
(843) 740-7015
(Name, address, and telephone number of agent for service)
With a copy to:
Brian F. Faulkner
A Professional Law Corporation,
27127 Calle Arroyo, Suite 1923,
San Juan Capistrano, California 92675
(949) 240-1361
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Aggregate Registration
to be Offering Offering Fee
Registered Price Price
Common Stock 5,000,000 $0.001 (1) $5,000 $0.46
(1) This offering price per share is calculated under Rule 457(h)(1)
pursuant to the deemed issuance price as set forth in this plan (see
Exhibit 4 to this Form S-8).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
See Item 2 below.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in Part I, Items
1 and 2 will be delivered to each of the participants in accordance with
Form S-8 and Rule 428 promulgated under the Securities Act of 1933. The
participants shall be provided a written statement notifying them that
upon written or oral request they will be provided, without charge, (a)
the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (b) other documents required to be delivered
pursuant to Rule 428(b). The statement will inform the participants
that these documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or department)
and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following are hereby incorporated by reference:
(a) The Registrant's latest annual report on Form 10-KSB/A for the
fiscal year ended December 31, 2002, filed on April 21, 2003.
(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 financial statements contained in the Form 10-KSB referred
to in (a) above, which consists of a Form 10-QSB's filed on May 16,
2003 and August 19, 2003, and a Form 8-K/A filed on October 23, 2003.
(c) A description of the securities of the Registrant is contained
in a Form SB-2 filed on May 9, 2002.
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 the registration statement and to be part thereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Other than as set forth below, no named expert or counsel was hired
on a contingent basis, will receive a direct or indirect interest in the
small business issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the Registrant.
Brian F. Faulkner, A Professional Law Corporation, counsel for the
Registrant as giving an opinion on the validity of the securities being
registered, will be receiving 446,525 shares of common stock of the
Registrant. These shares will be paid pursuant to the Registrant's Non-
Employee Directors and Consultants Retainer Stock Plan under this Form
S-8 in exchange for legal services previously rendered, or to be
rendered, under an attorney-client contract. These legal services
consist of advice and preparation work in connection with reports of the
Registrant under the Securities Exchange Act of 1934, and other general
corporate and securities work for the company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Limitation of Liability.
(a) Articles of Incorporation and Bylaws.
The articles of incorporation of the Registrant contain the
following provisions with respect to liability of directors and
officers:
(d) Limitation on Director's Liability. No director of this
corporation shall have any personal liability for monetary damages to
the corporation or its shareholders for breach of his fiduciary duty as
a director, except that this provision shall not eliminate or limit the
personal liability of a director to the corporation or its shareholders
for monetary damages for: (i) any breach of the director's duty of
loyalty to the corporation or its shareholders; (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) voting for or assenting to a distribution in
violation of Colorado Revised Statutes Section 7-106-401 or the articles
of incorporation if it is established that the director did not perform
his duties in compliance with Colorado Revised Statutes Section 7-108-
401, provided that the personal liability of a director in this
circumstance shall be limited to the amount of the distribution which
exceeds what could have been distributed without violation of Colorado
Revised Statutes Section 7-106-401 or the articles of incorporation; or
(iv) any transaction from which the director directly or indirectly
derives an improper personal benefit. Nothing contained herein will be
construed to deprive any director of his right to all defenses
ordinarily available to a director nor will anything herein be construed
to deprive any director of any right he may have for contribution from
any other director or other person."
(b) Colorado Statutes.
"7-108-402. Limitation of certain liabilities of directors and officers.
Statute text (1) If so provided in the articles of incorporation, the
corporation shall eliminate or limit the personal liability of a director to
the corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director; except that any such provision shall not
eliminate or limit the liability of a director to the corporation or to
its shareholders for monetary damages for any breach of the director's
duty of loyalty to the corporation or to its shareholders, acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts specified in section 7-108-403, or any
transaction from which the director directly or indirectly derived an
improper personal benefit. No such provision shall eliminate or limit
the liability of a director to the corporation or to its shareholders
for monetary damages for any act or omission occurring before the date
when such provision becomes effective.
(2) No director or officer shall be personally liable for any injury
to person or property arising out of a tort committed by an employee
unless such director or officer was personally involved in the situation
giving rise to the litigation or unless such director or officer
committed a criminal offense in connection with such situation. The
protection afforded in this subsection (2) shall not restrict other
common-law protections and rights that a director or officer may have.
This subsection (2) shall not restrict the corporation's right to
eliminate or limit the personal liability of a director to the
corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director as provided in subsection (1) of this section."
Indemnification.
(a) Articles of Incorporation and Bylaws.
The articles of incorporation of the Registrant contain the
following provisions with respect to indemnification:
"c) Indemnification. The corporation shall indemnify, to the
maximum extent permitted by law, any person who is or was a director,
officer, agent, fiduciary or employee of the corporation against any
claim, liability or expenses arising against or incurred by such person
made party to a proceeding because he is or was a director, officer,
agent, fiduciary or employee of the corporation or
because he was a director, officer, agent, fiduciary or employee of the
corporation or because he is or was serving another entity as a
director, officer, partner, trustee, employee, fiduciary or agent at the
corporation's request. The corporation shall further have the authority
to the maximum extent permitted by law to purchase and maintain
insurance providing such indemnification."
The bylaws of the Registrant contain the following provisions with
respect to indemnification:
"ARTICLE VI
Indemnification of Certain Persons
Section 1. Indemnification. For purposes of Article VI, a
"Proper Person" means any person who was or is a party or is threatened
to be made a party to any threatened, pending, or complete action, suit
or proceeding, whether civil, criminal, administrative or investigative,
and whether formal or informal, by reason of the fact that he is or was
a director, officer, employee, fiduciary or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary or agent of any foreign
or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit incorporated association, limited
liability company, or other enterprise or employee benefit plan. The
corporation shall indemnify any Proper Person against reasonably
incurred expenses (including any attorneys' fees), judgments, penalties,
fines (including any excise tax assessed with respect to an employee
benefit plan) and amounts paid in settlement reasonably incurred by him
in connection with such action, suit or proceeding if it is determined
by the groups set forth in Section 4 of this Article that he conducted
himself in good faith and that he reasonably believed (i) in the case of
conduct in his official capacity with the corporation, that his conduct
was in the corporation's best interests, or (ii) in all other cases
(except criminal cases), that his conduct was at least not opposed to
the corporation's best interests, or (iii) in the case of any criminal
proceeding, that he had no reasonable cause to believe his conduct was
unlawful. A Proper Person will be deemed to be acting in his official
capacity while acting as a director, officer, employee or agent on
behalf of this corporation and not while acting on this corporation's
behalf for some other entity.
No indemnification shall be made under this Article VI to a Proper
Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a corporation in which the Proper
Person was adjudged liable to the corporation or in connection with any
proceeding charging that the Proper Person derived an improper personal
benefit, whether or not involving action in an official capacity, in
which he was adjudged liable on the basis that he derived an improper
personal benefit. Further, indemnification under this Section in
connection with a proceeding brought by or in the right of the
corporation shall be limited to reasonable expenses, including
attorneys' fees, incurred in connection with the proceeding.
Section 2. Right to Indemnification. The corporation shall
indemnify any Proper Person who was wholly successful, on the merits or
otherwise, in defense of any action, suit, or proceeding as to
which he was entitled to indemnification under Section 1 of this Article
VI against expenses (including attorneys' fees) reasonably incurred by
him in connection with the proceeding without the
necessity of any action by the corporation other than the determination
in good faith that the defense has been wholly successful.
Section 3. Effect of Termination of Action. The termination
of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person
seeking indemnification did not meet the standards of conduct described
in Section 1 of this Article VI. Entry of a judgment by consent as part
of a settlement shall not be deemed an adjudication of liability, as
described in Section 2 of this Article VI.
Section 4. Groups Authorized to Make Indemnification
Determination. Except where there is a right to indemnification as set
forth in Sections 1 or 2 of this Article or where indemnification is
ordered by a court in Section 5, any indemnification shall be made by
the corporation only as authorized in the specific case upon a
determination by a proper group that indemnification of the Proper
Person is permissible under the circumstances because he has met the
applicable standards of conduct set forth in Section 1 of this Article.
This determination shall be made by the board of directors by a
majority vote of those present at a meeting at which a quorum is
present, which quorum shall consist of directors not parties to the
proceeding ("Quorum"). If a Quorum cannot be obtained, the
determination shall be made by a majority vote of a committee of the
board of directors designated by the board, which committee shall
consist of two or more directors not parties to the proceeding, except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee. If a Quorum of the board of
directors cannot be obtained and the committee cannot be established, or
even if a Quorum is obtained or the committee is designated and a
majority of the directors constituting such Quorum or committee so
directs, the determination shall be made by (i) independent legal
counsel selected by a vote of the board of directors or the committee in
the manner specified in this Section 4, or, if a Quorum of the full
board of directors cannot be obtained and a
committee cannot be established, by independent legal counsel selected
by a majority vote of the full board (including directors who are
parties to the action) or (ii) a vote of the shareholders.
Section 5. Court-Ordered Indemnification. Any Proper Person
may apply for indemnification to the court conducting the proceeding or
to another court of competent jurisdiction for mandatory indemnification
under Section 2 of this Article, including indemnification for
reasonable expenses incurred to obtain court- ordered indemnification.
If the court determines that such Proper Person is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances,
whether or not he met the standards of conduct set forth in Section 1 of
this Article or was adjudged liable in the proceeding, the court may
order such indemnification as the court deems proper except that if the
Proper Person has been adjudged liable, indemnification shall be limited
to reasonable expenses incurred in connection with the proceeding and
reasonable expenses incurred to obtain court-ordered indemnification.
Section 6. Advance of Expenses. Reasonable expenses
(including attorneys' fees) incurred in defending an action, suit or
proceeding as described in Section 1 may be paid by the corporation to
any Proper Person in advance of the final disposition of such action,
suit or proceeding upon receipt of (i) a written affirmation of such
Proper Person's good faith belief that he has met the standards of
conduct prescribed by Section 1 of this Article VI, (ii) a written
undertaking, executed personally or on the Proper Person's behalf, to
repay such advances if it is ultimately determined that he did not meet
the prescribed standards of conduct (the undertaking shall be an
unlimited general obligation of the Proper Person but need not be
secured and may be accepted without reference to financial ability to
make repayment), and (iii) a determination is made by the proper group
(as described in Section 3 of this Article VI) that the facts as then
known to the group would not preclude indemnification.
Determination and authorization of payments shall be made in the
same manner specified in Section 4 of this Article VI.
Section 7. Witness Expenses. The sections of this Article VI
do not limit the corporation's authority to pay or reimburse expenses
incurred by a director in connection with an appearance as a witness in
a proceeding at a time when he has not been a named defendant or
respondent in the proceeding.
Section 8. Report to Shareholders. Any indemnification of
or advance of expenses to a director in accordance with this Article VI,
if arising out of a proceeding by or on behalf of the corporation, shall
be reported in writing to the shareholders with or before the notice of
the next shareholders' meeting. If the next shareholder action is taken
without a meeting at the instigation of the board of directors, such
notice shall be given to the shareholders at or before the time the
first shareholder signs a writing consenting to such action.
ARTICLE VII
Provision of Insurance
By action of the board of directors, notwithstanding any
interest of the directors in the action, the corporation may purchase
and maintain insurance, in such scope and amounts as the board of
directors deems appropriate on behalf of any person who is or was a
director, officer, employee, fiduciary or agent of the corporation, or
who, while a director, officer, employee, fiduciary or agent of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any
other foreign or domestic corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company or other enterprise or employee benefit plan, against
any liability asserted against, or incurred by, him in that capacity
arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of Article VI or applicable law. Any such insurance may be
procured from any insurance company designated by the board of
directors of the corporation, whether such insurance company is formed
under the laws of Colorado or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the
corporation has an equity interest or any other interest, through stock
ownership or otherwise."
(b) Colorado Statutes.
"7-109-102. Authority to indemnify directors.
Statute text
(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding because
the person is or was a director against liability incurred in the
proceeding if:
(a) The person conducted himself or herself in good faith; and
(b) The person reasonably believed:
(I) In the case of conduct in an official capacity with
the corporation, that his or her conduct was in the
corporation's best interests; and
(II) In all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests of
the participants in or beneficiaries of the plan is conduct that
satisfies the requirement of subparagraph (II) of paragraph (b) of
subsection (1) of this section. A director's conduct with respect to an
employee benefit plan for a purpose that the director did not reasonably
believe to be in the interests of the participants in or beneficiaries
of the plan shall be deemed not to satisfy the requirements of paragraph
(a) of subsection (1) of this section.
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not,
of itself, determinative that the director did not meet the standard of
conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding
the director was adjudged liable on the basis that he or she
derived an improper personal benefit.
(5) Indemnification permitted under this section in connection with
a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
7-109-103. Mandatory indemnification of directors.
Statute text
Unless limited by its articles of incorporation, a corporation shall
indemnify a person who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a
party because the person is or was a director, against reasonable
expenses incurred by him or her in connection with the proceeding.
7-109-104. Advance of expenses to directors.
Statute text
(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:
(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or she
has met the standard of conduct described in section 7-109-102;
(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf,
to repay the advance if it is ultimately determined that he or
she did not meet the standard of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification
under this article.
(2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to
financial ability to make repayment.
(3) Determinations and authorizations of payments under this
section shall be made in the manner specified in section 7-109-106.
7-109-105. Court-ordered indemnification of directors.
Statute text
(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may order
indemnification in the following manner:
(a) If it determines that the director is entitled to
mandatory indemnification under section 7-109-103, the court
shall order indemnification, in which case the court shall
also order the corporation to pay the director's reasonable
expenses incurred to obtain court-ordered indemnification.
(b) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the director met the
standard of conduct set forth in section 7-109-102 (1) or was
adjudged liable in the circumstances described in section 7-
109-102 (4), the court may order such indemnification as the
court deems proper; except that the indemnification with
respect to any proceeding in which liability shall have been
adjudged in the circumstances described in section 7-109-102
(4) is limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain
court-ordered indemnification.
7-109-106. Determination and authorization of indemnification of
directors.
Statute text
(1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct set
forth in section 7-109-102. A corporation shall not advance expenses to
a director under section 7-109-104 unless authorized in the specific
case after the written affirmation and undertaking required by section
7-109-104 (1) (a) and (1) (b) are received and the determination
required by section 7-109-104 (1) (c) has been made.
(2) The determinations required by subsection (1) of this section
shall be made:
(a) By the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only
those directors not parties to the proceeding shall be counted
in satisfying the quorum; or
(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more
directors not parties to the proceeding; except that directors
who are parties to the proceeding may participate in the
designation of directors for the committee.
(3) If a quorum cannot be obtained as contemplated in paragraph (a)
of subsection (2) of this section, and a committee cannot be established
under paragraph (b) of subsection (2) of this section, or, even if a
quorum is obtained or a committee is designated, if a majority of the
directors constituting such quorum or such committee so directs, the
determination required to be made by subsection (1) of this section
shall be made:
(a) By independent legal counsel selected by a vote of the
board of directors or the committee in the manner specified in
paragraph (a) or (b) of subsection (2) of this section or, if
a quorum of the full board cannot be obtained and a committee
cannot be established, by independent legal counsel selected
by a majority vote of the full board of directors; or
(b) By the shareholders.
(4) Authorization of indemnification and advance of expenses shall
be made in the same manner as the determination that indemnification or
advance of expenses is permissible; except that, if the determination
that indemnification or advance of expenses is permissible is made by
independent legal counsel, authorization of indemnification and advance
of expenses shall be made by the body that selected such counsel.
7-109-107. Indemnification of officers, employees, fiduciaries, and
agents.
Statute text
(1) Unless otherwise provided in the articles of incorporation:
(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the
same extent as a director;
(b) A corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to
the same extent as to a director; and
(c) A corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a
director to a greater extent, if not inconsistent with public
policy, and if provided for by its bylaws, general or specific
action of its board of directors or shareholders, or contract.
7-109-108. Insurance.
Statute text
A corporation may purchase and maintain insurance on behalf of a
person who is or was a director, officer, employee, fiduciary, or agent
of the corporation, or who, while a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the request
of the corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of another domestic or foreign corporation or other
person or of an employee benefit plan, against liability asserted
against or incurred by the person in that capacity or arising from his
or her status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have power to indemnify the person
against the same liability under section 7-109-102, 7-109-103, or 7-109-
107. Any such insurance may be procured from any insurance company
designated by the board of directors, whether such insurance company is
formed under the laws of this state or any other jurisdiction of the
United States or elsewhere, including any insurance company in which the
corporation has an equity or any other interest through stock ownership
or otherwise.
7-109-109. Limitation of indemnification of directors.
Statute text
(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles of
incorporation or bylaws, in a resolution of its shareholders or board of
directors, or in a contract, except an insurance policy, or otherwise,
is valid only to the extent the provision is not inconsistent with
sections 7-109-101 to 7-109-108. If the articles of incorporation limit
indemnification or advance of expenses, indemnification and advance of
expenses are valid only to the extent not inconsistent with the articles
of incorporation.
(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in connection
with an appearance as a witness in a proceeding at a time when he or she
has not been made a named defendant or respondent in the proceeding.
7-109-110. Notice to shareholders of indemnification of director.
Statute text
If a corporation indemnifies or advances expenses to a director under
this article in connection with a proceeding by or in the right of the
corporation, the corporation shall give written notice of the
indemnification or advance to the shareholders with or before the notice
of the next shareholders' meeting. If the next shareholder action is
taken without a meeting at the instigation of the board of directors,
such notice shall be given to the shareholders at or before the time the
first shareholder signs a writing consenting to such action."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(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;
(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.
(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) 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 (and, where applicable, each filing of an employee benefit
plan's 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.
(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article
3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information
(h) That 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 authorize, in the City of Stanton, State of
California, on November 5, 2003.
Force Protection, Inc.
By: /s/ Madhava Rao Mankal
Madhava Rao Mankal, President
Special Power of Attorney
The undersigned constitute and appoint Madhava Rao Mankal their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments, including post-effective
amendments, to this Form S-8 Registration Statement, and to file the
same with all exhibits thereto, and all documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting
such attorney-in-fact the full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
/s/ Michael Watts Chief Executive November 5, 2003
Michael Watts Officer/Director
/s/ Madhava Rao Mankal President/Chief Financial November 5, 2003
Madhava Rao Mankal Officer (principal financial
and accounting
officer)/Director
/s/ R. Scott Ervin Director November 5, 2003
R. Scott Ervin
EXHIBIT INDEX
Number Description
4 Directors and Consultants Retainer Stock Plan, dated
September 30, 2003 (see below).
5 Opinion Re: Legality (see below).
23.1 Consent of Accountants (see below).
23.2 Consent of Counsel (see below).
24 Special Power of Attorney (see signature page).