UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
REGI U.S., INC.
(Exact name of issuer as specified on its charter)
| Oregon | 91-1580146 |
| (State or other | (I.R.S. employer |
| jurisdiction of | identification no.) |
| incorporation or | |
| organization) |
#1103 – 11871 Horseshoe Way
Richmond, British Columbia V7A 5H5, Canada
(Address of principal executive offices)
AMENDED PERFORMANCE STOCK PLAN
(Full title of the plan)
Please send copies of all communications to:
JOHN G. ROBERTSON
#1103 – 11871 Horseshoe Way
Richmond, British Columbia V7A 5H5
(604) 278-5996
(Name, address including zip code, telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
| Title of | Amount | Proposed | Proposed | Amount of |
| Securities | Being | Maximum | Maximum | Registration |
| Being | Registered (1) | Offering | Aggregate | Fee |
| Registered | Price Per | Offering | ||
| Share (2) | Price (2) | |||
| Common | ||||
| Stock, No | ||||
| Par Value | 1,500,000 | $0.20 | $300,000 | $38.01 |
| (1) | This number represents shares of the
Registrant’s common stock, no par value per share(“Common Stock”)
being registered for issuance under the Stock Option Plan (the “Plan”). |
| (2) | Estimated solely for the purpose of
calculating the amount of the registration fee. Pursuant to Rule 457(h)(1)
under the Securities Act of 1933, as amended (the “Securities Act”),
based on the average of the high and low sale prices of the Common Stock
as reported on the NASD OTC Bulletin Board as of June 1, 2004 which average
was $0.20. |
INCORPORATION BY REFERENCE.
The contents of the earlier Registration Statement on Form S-8 relating to the Plan and all documents of the Company filed pursuant the Securities Exchange Act of 1934 are hereby incorporated by reference.
ITEM 8. EXHIBITS.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Richmond, Province of British Columbia, on the 1st day of June, 2004.
| REGI U.S., INC. | ||
| (Registrant) | ||
| By | /s/ John G. Robertson | |
| John G. Robertson, | ||
| President | ||
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints John G. Robertson as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act, this Power of Attorney has been signed by the following persons in the capacities indicated, as of the 1st day of June, 2004. This Power of Attorney may be executed in counterpart original, which may be transmitted via facsimile.
| Signature | Title | |
| /s/ John G. Robertson | Director and President | |
| John G. Robertson | ||
| Director, Vice President and | ||
| /s/ Jennifer Lorette | Secretary | |
| Jennifer Lorette | ||
| Director and Chief Financial | ||
| /s/ James L. Vandeberg | Officer | |
| James L. Vandeberg |
LIST OF EXHIBITS