mainbody.htm
Registration
Statement No. 333-150029
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BERGIO
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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n/a
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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12
Daniel Road
East
Fairfield, New Jersey 07004
(Address
of Principal Executive Office) (Zip Code)
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Bergio International, Inc. 2010
Flexible Stock Plan
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Berge
Abajian
Chief
Executive Officer
12
Daniel Road
East
Fairfield, New Jersey 07004
(973)
227-3230
(Name and
address of agent for service)
(Telephone
number, including area code, of agent for service)
CALCULATION
OF REGISTRATION FEE
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Proposed
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Proposed
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Amount
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Maximum
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Maximum
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Amount
of
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Title
of Securities
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to
be
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Offering
Price
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Aggregate
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Registration
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to
be Registered
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Registered
(1)
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Per
Share (2)
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Offering
Price
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Fee
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Common
Stock, $0.001 par value
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5,000,000
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$0.30
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$1,500,000
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$106.95
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(1)
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P Pursuant
to Rule 416(c) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to
provisions of the Bergio International, Inc. 2010 Flexible Stock
Plan
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(2)
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This
amount is estimated only to determine the amount of the registration fee
pursuant to 457(c) and 457(h) under the Securities Act. The price per
share and aggregate offering price are based upon the average of the high
and low prices of the Company’s common stock as reported on the
Over-the-Counter-Bulletin Board on January 13,
2010.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
securities being registered under this Registration Statement will be
distributed over time pursuant to the terms of the Bergio International, Inc.
Flexible Stock Plan approved by the Company's Board of Directors on January 12,
2010. The documents containing the information specified in this Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated under the Securities Act. Such documents need not be filed with the
Securities and Exchange Commission (“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.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
Bergio
International, Inc. incorporates by reference into this Registration Statement
the following documents:
(a) The
Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed
with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended, (the “Exchange Act”).
(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 Company’s Annual Report on Form
10-K referred to in (a) above; and
(c) The
description of the Company’s common stock contained in the Company’s
Registration Statements filed by the Company under the Exchange Act, including
any amendments or reports filed for the purpose of updating such
description.
(d) All
documents and reports subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement 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 in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any
statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement, to the
extent that a statement contained herein or in any other subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. Subject to the foregoing, all information appearing in
this Registration Statement is so qualified in its entirety by the information
appearing in the documents incorporated by reference.
Item 4. Description of
Securities.
Not
applicable.
Item 5. Interests of Named Experts
and Counsel.
Inapplicable.
Item 6. Indemnification of Directors
and Officers.
Under
Section 145 of the Delaware General Corporation Law, each director and officer
of the Company may be indemnified by the Company against all expenses and
liabilities (including attorney’s fees, judgments, fines and amounts paid in
settlement) actually or reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed legal proceedings in which he
or she is involved by reason of the fact that he or she is or was a director or
officer of the Company if such director or officer acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interest of the Company and, with respect to any criminal action or proceeding,
if he or she had no reasonable cause to believe that his or her conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Company, the director or officer may not be indemnified in respect of any claim,
issue or matter as to which he or she shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the Company
unless a court determines otherwise.
The
Company’s Amended and Restated By-laws provide for indemnification of the
Company’s directors and officers, to the fullest extent permitted by Delaware
law, for all expenses, liability and loss (including reasonable amounts paid in
settlement) incurred in defending actions brought against them arising out of
the performance of their duties.
The
Company has obtained liability insurance policies under which the Company’s
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of certain actions, suits or proceedings, and certain liabilities which
might be imposed as a result of certain actions, suits or proceedings, arising
out of the performance of their duties.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item 8. Exhibits.
See
Exhibit Index.
Item 9. Undertakings.
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(a)The undersigned registrant hereby
undertakes:
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(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement:
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(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 this 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 SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective
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)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 (§239.16b of this chapter), and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the SEC by the
Company pursuant to section 13 or section 15(d) of the Exchange Act (15 U.S.C.
78m or 78o(d)) that are incorporated by reference in the Registration
Statement.
(2) That,
for the purpose 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.
(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, each filing of the registrant’s Annual
Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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 SEC 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, 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 East
Fairfield, State of New Jersey on the 13th day of January, 2010.
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BERGIO
INTERNATIONAL, INC.
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By:
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/s/ Bergio
Abajian
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Bergio
Abajian
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Chief Executive Officer and
Sole Director
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EXHIBIT
INDEX
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Exhibit
No.
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23.2
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Consent
of Counsel (included in Exhibit 5.1 to this Registration
Statement).
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