As filed with the Securities and Exchange Commission on _________, 2012.
Registration No.333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UnderThe Securities Act of l933
DNA BRANDS, INC.
(Exact name of issuer as specified in its charter)
Colorado 26-0394476
------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
506 N.W. 77th Street
Boca Raton, Florida 33487
-------------------------------------
(Address of Principal Executive Offices)
Stock Bonus Plan
-------------------
(Full Title of Plan)
Darren Marks
506 N.W. 77th St.
Boca Raton, FL 33487
---------------------------
(Name and address of agent for service)
(954) 978-8401 (Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See if
the definitions of "large accelerated filer," "accelerated filer" and smaller
reporting company" in Rule 12b-2 of the Exchange act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company |X|
(Do not check if a smaller reporting company)
Copies of all communications, including all communications sent to agent for
service to:
William T. Hart, Esq.
Hart & Trinen
l624 Washington Street
Denver, Colorado 80203
(303) 839-0061
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 (1) per share (2) price Fee
------------------------------------------------------------------------------
Common Stock issuable
pursuant to Stock
Bonus Plan (as amended) 3,000,000 $0.09 $270,000 $37.00
(1) This Registration Statement also covers such additional number of shares,
presently undeterminable, as may become issuable in the event of stock
dividends, stock splits, recapitalizations or other changes in the
Company's common stock.
(2) Varied, but not less than the fair market value on the date that the shares
were or are granted. Pursuant to Rule 457(g), the proposed maximum offering
price per share and proposed maximum aggregate offering price are based
upon closing price of the Company's common stock on December 24, 2012.
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DNA BRANDS, INC.
Cross Reference Sheet Required Pursuant to Rule 404
PART IINFORMATION REQUIRED IN PROSPECTUS
(NOTE: Pursuant to instructions to Form S-8, the Prospectus described below
is not required to be filed with this Registration Statement.)
Item No. Form S-8 Caption Caption in Prospectus
1. Plan Information
(a) General Plan Information Stock Option and Bonus Plans
(b) Securities to be Offered Stock Option and Bonus Plans
(c) Employees who may Participate Stock Option and Bonus Plans
in the Plan
(d) Purchase of Securities Pursuant Stock Option and Bonus Plans
to the Plan and Payment for
Securities Offered
(e) Resale Restrictions Resale of Shares by Affiliates
(f) Tax Effects of Plan Stock Option and Bonus Plans
Participation
(g) Investment of Funds Not Applicable.
(h) Withdrawal from the Plan; Other Information Regarding
Assignment of Interest the Plans
(i) Forfeitures and Penalties Other Information Regarding
the Plans
(j) Charges and Deductions and Other Information Regarding
Liens Therefore the Plans
2. Registrant Information and Employee Available Information,
Plan Annual Information Documents Incorporated by
Reference
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3 - Incorporation of Documents by Reference
The following documents filed with the Commission by DNA Brands, Inc.
("DNA") (Commission File No. 000-53086) are incorporated by reference into
this prospectus:
(1) Annual report on Form 10-K for the fiscal year ended December 31,
2011.
(2) Report on Form 10-Q for the three months ended March 31, 2012.
(3) Report on Form 8-K filed on April 18, 2012.
(4) Report on Form 8-K filed August 7, 2012.
(5) Report on Form 10-Q for the three months ended June 30, 2012.
(6) Amended report on Form 10-Q/A for the three month ended June 30, 2012.
(7) Amended annual report on Form 10-K/A for the fiscal year ended
December 31, 2011.
(8) Report on Form 10-Q for the three month ended September 30, 2012.
(9) Report on Form 8-K filed on December 20, 2012.
All documents filed with the Commission by DNA pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference into this prospectus and to be a part of this prospectus from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference shall be deemed to be
modified or superseded for the purposes of this prospectus to the extent that a
statement contained in this prospectus or in any subsequently filed document
which also is or is deemed to be incorporated by reference in this prospectus
modifies or supersedes such statement. Such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
Investors are entitled to rely upon information in this prospectus or
incorporated by reference at the time it is used by DNA to offer and sell
securities, even though that information may be superseded or modified by
information subsequently incorporated by reference into this prospectus.
DNA has filed with the Securities and Exchange Commission a Registration
Statement under the Securities Act of l933, as amended, with respect to the
securities offered by this prospectus. This prospectus does not contain all of
the information set forth in the Registration Statement. For further information
with respect to DNA and such securities, reference is made to the Registration
Statement and to the exhibits filed with the Registration Statement. Statements
contained in this prospectus as to the contents of any contract or other
documents are summaries which are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement and related exhibits
may also be examined at the Commission's internet site.
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Item 4 - Description of Securities
Not required.
Item 5 - Interests of Named Experts and Counsel
Not Applicable.
Item 6 - Indemnification of Directors and Officers
The Articles of Incorporation of DNA provide in substance that DNA shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that such
person is or was a director, officer, employee, fiduciary or agent of DNA, or is
or was serving at the request of DNA as a director, officer, employee, fiduciary
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person to
the full extent permitted by the laws of the state of Colorado; and that
expenses incurred in defending any such civil or criminal action, suit or
proceeding may be paid by DNA in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of such director,
officer or employee to repay such amount to DNA unless it shall ultimately be
determined that such person is entitled to be indemnified by DNA as authorized
in the Articles of Incorporation.
Item 7 - Exemption for Registration Claimed
Not applicable.
Item 8 - Exhibits
4 - Instruments Defining Rights of
Security Holders
(a) - Common Stock Incorporated by reference to
Exhibit 3.1 of the Company's
Registration Statement on Form
SB-2, File No. 333-148773.
(b) - Stock Bonus Plan (as amended) Exhibit 4(b)
5 - Opinion Regarding Legality Exhibit 5
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l5 - Letter Regarding Unaudited Interim
Financial Information None
23 - Consent of Independent Public Exhibit 23
Accountants and Attorneys
24 - Power of Attorney Included in the signature page of
this Registration Statement
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Darren Marks and Mel Leiner, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, 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 Registration Statement, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or their substitutes or substitute may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, 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 Boca Raton, Florida, on December 20, 2012.
DNA BRANDS, INC.
By: /s/ Darren Marks
--------------------
Darren Marks, President
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Darren Marks Principal Executive Officer December 20, 2012
------------------------- and a Director
Darren Marks
/s/ Melvin Leiner Principal Financial and December 20, 2012
------------------------- Accounting Officer
Melvin Leiner and a Director
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