As filed with the Securities and Exchange Commission on , 2007
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNITY WIRELESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 91-1940650 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
7438 Fraser Park Drive
Burnaby, British Columbia
Canada, V5J 5B9
(Address of Principal Executive Offices)
AGREEMENT REGARDING CONSULTING SERVICES
(Full title of the plan)
NRAI, Inc. |
Suite 108 – 100 Canal Pointe Blvd. |
Princeton, NJ 08540 |
609.716.0300 |
(Name, address and telephone number of agent for service) |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered(1) |
Amount to be Registered | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee |
Unity Wireless Corporation | ||||
Common Stock, par value $0.001 | 5,000,000 | $0.11 | $550,000 | $64.73 |
(1)
Consists of common stock of Unity Wireless Corporation to be issued under the Agreement Regarding Consulting Services. Pursuant to Rule 416(a), this Registration Statement also covers additional securities that may be offered as a result of stock splits, stock dividends or similar events.
(2)
Determined in accordance with Rule 457(h) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 registers 5,000,000 additional common shares for issuance under the Agreement for Consulting Services, pursuant to the terms of Phase II of that agreement. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 (Registration No. 333-142981) filed by the Registrant with the Securities and Exchange Commission on May 15, 2007.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit | Description |
5.1 | Opinion of Morton & Company |
23.1 | Consent of an Independent Registered Accounting Firm |
23.2 | Consent of Counsel (see Exhibit 5.1) |
24.1 | Power of Attorney (Contained on the signature page of this Registration Statement) |
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, 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 Burnaby, province of British Columbia, Canada on June 27, 2007.
UNITY WIRELESS CORPORATION
By:
/s/ Ilan Kenig
Ilan Kenig
Chief Executive Officer and Director
POWER OF ATTORNEY
The directors whose signatures appear below hereby constitute and appoint Ilan Kenig, their true and lawful attorney and agent, with full power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their, his or her substitutes, shall 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 below by the following persons in the capacities and on the dates indicated:
Signature and Title
Date
/s/ Ilan Kenig____ ___ Ilan Kenig | Director, Chief Executive Officer | June 27, 2007 |
/s/ Andrew Chamberlain_ Andrew Chamberlain | Director | June 27, 2007 |
/s/ Ken Maddison _ _ __ Ken Maddison | Director | June 27, 2007 |
/s/ Doron Nevo____ _ __ Doron Nevo | Director | June 27, 2007 |
/s/ Victor Halpert_____ _ Victor Halpert | Director | June 27, 2007 |
/s/ David Golschmidt__ _ David Golschmidt | Director | June 27, 2007 |
/s/ Elie Barr_________ _ Elie Barr | Director | June 27, 2007 |