Unassociated Document
As filed with the Securities and Exchange Commission on December 6, 2006
Registration No. 333-___________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 

Innova Robotics and Automation, Inc.
(Exact name of registrant as specified in its charter)


Delaware
  
95-4868120
(State or other jurisdiction
  
(IRS Employer Identification No.)
of incorporation or organization)
    

15870 Pine Ridge Road
Fort Myers, Florida 33908
(Address of principal executive offices) (Zip Code)

2006 EMPLOYEE COMPENSATION PLAN
(Full title of Plan)

Walter K. Weisel, Chief Executive Officer
15870 Pine Ridge Road
Fort Myers, Florida 33908
(Name and address of agent for service)

(239) 466-0488
(Telephone number, including area code, of agent for service)

With a copy to:

Gregory Sichenzia, Esq.
Eric A. Pinero, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of Americas
New York, NY 10018
Phone (212) 930-9700
Fax (212) 930-9725

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CALCULATION OF REGISTRATION FEE

 
 
 
 
 
 
Proposed
 
Proposed
 
Title of
 
 
 
 
 
Maximum
 
Maximum
 
Securities
 
Amount
 
Offering
 
Aggregate
 
Amount of
 
to be
 
to be
 
Price
 
Offering
 
Registration
 
Registered
 
Registered
 
Per Share (1)
 
Price
 
Fee
  
Common Stock,
    
1,000,000 (2
)
$
0.17
  
$
170,000
  
$
18.19
  
$.001 par value
                          
Total:
    
1,000,000
        
$
170,000
  
$
18.19
 

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, using the average of the high and low price as reported on the Over the Counter Bulletin Board on December 5, 2006 of $0.17 per share.

(2) Consists of shares of common stock pursuant to our 2006 Employee Compensation Plan.

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EXPLANATORY NOTE

An aggregate of 1,000,000 shares of our common stock, par value $0.001 per share, consisting of shares of common stock issuable pursuant to our 2006 Employee Compensation Plan.

PART I

Item 1. Plan Information.

The documents containing the information specified in Item 1 will be sent or given to participants in the 2006 Employee Compensation Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible executive employees, non-executive employees, outside consultants, professionals and service providers of the Company, pursuant to Rule 428(b) are available without charge by contacting:

Walter K. Weisel
Chief Executive Officer
15870 Pine Ridge Road
Fort Myers, Florida 33908
(239) 466-0488

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

  The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "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:

 
·
Reference is made to the Registrant’s annual report on Form 10-KSB/A for the period ending December 31, 2005, as filed with the SEC on September 28, 2006, which is hereby incorporated by reference.

 
·
Reference is made to the Registrant’s consolidated financial statements for the period ending December 31, 2005 contained in the Registrant’s registration statement on Form SB-2/A, as filed with the SEC on December 1, 2006, which is incorporated herein by reference.

 
·
Reference is made to the Registrant’s quarterly report on Form 10-QSB for the period ending March 31, 2006, as filed with the SEC on May 15, 2006, which is hereby incorporated by reference.

 
·
Reference is made to the Registrant’s quarterly report on Form 10-QSB for the period ending June 30, 2006, as filed with the SEC on August 17, 2006, which is hereby incorporated by reference.

 
·
Reference is made to the Registrant’s quarterly report on Form 10-QSB for the period ending September 30, 2006, as filed with the SEC on November 20, 2006, which is hereby incorporated by reference.

 
·
Reference is made to Registrant's 8-Ks filed with the SEC on January 27, 2006, April 14, 2006, May 3, 2006, May 22, 2006, June 22, 2006, July 17, 2006, July 25, 2006, August 1, 2006 and August 7, 2006, each of which are hereby incorporated by reference.

 
·
Reference is made to the description of the Registrant's common stock as contained in Item 1 of its Registration Statement on Form 8-A, filed with the Commission on October 9, 2001, including all amendments and reports filed with the Commission for the purpose of updating such description, which is hereby incorporated by reference.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of common stock offered hereby will be passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of Americas, 21st flr., New York, NY 10018. Certain members or partners of Sichenzia Ross Friedman Ference LLP may receive shares of common stock under our 2006 Employee Compensation Plan.

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Item 6. Indemnification of Directors and Officers.

Our Articles of Incorporation, as amended and restated, provide to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended and restated, is to eliminate our rights and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

Our By Laws also provide that the Board of Directors may also authorize us to indemnify our employees or agents, and to advance the reasonable expenses of such persons, to the same extent, following the same determinations and upon the same conditions as are required for the indemnification of and advancement of expenses to our directors and officers. As of the date of this Registration Statement, the Board of Directors has not extended indemnification rights to persons other than directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

EXHIBIT
     
NUMBER
  
EXHIBIT
  
       
4.1
  
2006 Employee Compensation Plan.
     
5.1
  
Opinion of Sichenzia Ross Friedman Ference LLP.
       
23.1
  
Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit 5.1.
       
23.2
  
Consent of LBB & Associates, Ltd., LLP (formerly, Lopez, Blevins, Bork & Associates, LLP).
       
23.3
  
Consent of LBB & Associates, Ltd., LLP.
 
 
Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(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 end 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 price 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;

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(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 (1)(i), (1)(ii) and (1)(iii) do not apply if the Registration Statement is on Form S-3 and if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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.

(4) 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 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.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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(i) Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.

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 Securities 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 the requirements for filing on Form SB-2 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ft. Myers, Florida, on this 6th day of December, 2006.

 
INNOVA ROBOTICS AND AUTOMATION, INC.
 
 
 
By: /s/ Walter K. Weisel
 
Walter K. Weisel
 
Chief Executive Officer (Principal Executive Officer)
 
 
 
 
 
By: /s/ Eugene V. Gartlan
 
Eugene V. Gartlan
 
Chief Financial Officer (Principal Financial and Accounting Officer)

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 dates indicated.
       
Signature
  
Title
Date
/s/ Walter K. Weisel                  
  
Chief Executive Officer (Principal Executive
December 6, 2006
Walter K. Weisel
   Officer) and Chairman of the Board  
 
      
/s/ Eugene V. Gartlan                 
  
Chief Financial Officer (Principal Financial
December 6, 2006
Eugene V. Gartlan
   and  Accounting Officer)  
 
      
/s/ Martin Nielson                      
  
Director
December 6, 2006
Martin Nielson
      
 
      
/s/ Gary F. McNear                     
  
Director
December 6, 2006
Gary F. McNear
      
 
      
/s/ Craig W. Conklin                  
  
Director
December 6, 2006
Craig W. Conklin
      
 
      
/s/ Rick Wynns                          
  
Director
December 6, 2006
Rick Wynns
      
 
 

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