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16
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BONTAN CORPORATION
INC.
(Exact
name of Registrant as Specified in its Charter)
PROVINCE OF ONTARIO, CANADA
; NOT APPLICABLE
(State
of
Incorporation) (I.R.S.
Employer Identification Number)
47
AVENUE ROAD, SUITE 200, TORONTO, ONTARIO, CANADA M5R 2G3
(Address
of principal executive offices) (Zip code)
2009
CONSULTANT STOCK COMPENSATION PLAN
(Full
Title of the Plan)
Messerli
& Kramer P.A.
1800
Fifth Street Towers
150
South Fifth Street
Minneapolis,
Minnesota 55402
612-672-3600
(Name,
address and telephone number 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 smaller reporting
company. See 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 ¨ (do not
check if a smaller reporting
company) Smaller
reporting company X
CALCULATION
OF REGISTRATION FEE
|
Title
of
securities
to
be
Registered
|
Amount
to be Registered
|
(1)
|
Proposed
Maximum offering price
per
share
|
Proposed
Maximum aggregate Offering Price
|
(2)
|
Amount
of Registration Fee
|
||
|
Common
stock
No
par value
|
3,000,000
|
$0.099
|
$
297,000
|
$16.58
|
(1) This
Registration Statement also covers any additional shares of Common Stock which
become issuable under the 2009 Consultant Stock Compensation Plan by reason of
any stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the outstanding shares of Registrant's Common Stock.
(2) Calculated
solely for purposes of this offering under Rule 457(h) and Rule 457(c) of the
Securities Act of 1933, as amended, based on the closing price of Registrant's
Common Stock as quoted on the OTC Bulletin Board on April 1st,
2009.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by the Registrant with the Securities and Exchange
Commission are hereby incorporated by reference in this Registration
Statement:
(a) The
Registrant's Annual Report on Form 20-F for its fiscal year ended March 31, 2008
filed August 28, 2008;
(b) All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since March 31, 2008;
(c) The
description of Registrant's Common Stock contained in Registrant's Registration
Statement on Form 20-F, as amended, as filed on August 1, 2000.
All documents subsequently filed by the
Registrant under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 prior to the filing of a post-effective amendment which states that
all securities offered have been sold or which deregisters all securities then
remaining unsold will be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the respective filing dates of
those documents. Any statement in a document incorporated or deemed
to be incorporated by reference herein will be deemed to be modified or super
ceded to the extent that a statement contained herein or in any subsequently
filed document that is or is deemed to be incorporated by reference modifies or
super cedes the statement. Any statement so modified or super ceded
will not be deemed, except as modified or super ceded, to be a part of this
Registration Statement.
Item
4. Description of Securities.
Not applicable.
Item
5. Interests of Named Experts and Counsel.
Not applicable.
Item
6. Indemnification of Directors and Officers.
Under the Business Corporations Act
(Ontario) (the “Act”), the Company may indemnify a present or former director or
officer or a person who acts or acted at the Company’s request as a director or
officer or of another corporation of which the Company is or was a shareholder
or creditor, and his heirs and legal representatives, against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been such a director or officer if the director or officer acted
honestly and in good faith with a view to the best interests of the Company and,
in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, had reasonable grounds for believing that his
conduct was lawful. Such indemnification may be made in connection with an
action by or on behalf of the Company or such other corporation only with court
approval. A director or officer is entitled to indemnification from the
Company as a matter of right in respects of all costs, charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative proceeding to which he is a party by reason of being or having
been a director or officer of such corporation if he was substantially
successful on the merits and fulfilled the conditions set forth
above.
The by-laws of the Company provide that
each director, each officer, each former director, each former officer and each
person who acts or acted at the Company’s request as a director or officer or of
a body corporate of which the Company is or was a shareholder or creditor, and
his heirs and legal representatives, shall be indemnified and saved harmless by
the Company from and against all costs, charges and expenses, including without
limitation, each amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or administrative
action or proceeding to which his is made a party by reason or being or having
been a director or officer of the Company or such body corporation, if he acted
honestly and in good faith with a view to the Company’s best interests and in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty he had reasonable grounds for believing his conduct was
lawful. In certain circumstances the Company has provided its Directors or
its subsidiaries’ Directors with a written indemnification confirming the
indemnification available under its by-laws.
Item
7. Exemption From Registration Claimed.
Not applicable.
Item
8. Exhibits.
Exhibit
No. Description
5.1 Opinion
of Messerli & Kramer P.A.
23.1 Consent of Messerli
& Kramer PA (included in Exhibit 5.1)
23.2 Consent
of Schwartz Levitsky Feldman LLP, Chartered Accountants.
24.1 Power
of Attorney (included on signature page).
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 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 Toronto, Province of
Ontario, Canada, on April 1st, 2009.
BONTAN CORPORATION INC.
By: /s/ Kam Shah_________________________
Kam Shah
Chief Executive Officer and Chief
Financial Officer
POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Kam Shah
as the undersigned's true and lawful attorney-in-fact and agent, 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
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 any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE &
#160;
___/s/ Kam Shah________________ Chief
Executive Officer, Chief Financial Officer, and Director
Kam
Shah (Principal
Executive Officer and Principal Financial and Accounting Officer)
Date: April
6th, 2009
___/s/ Dean Bradley______________ Director
Dean Bradley
Date: April
6th, 2009
__/s/ Brett Rees__________________ Director
Brett Rees
Date: April
6th, 2009
EXHIBIT
5.1
Messerli & Kramer
P.A.
ATTORNY'S AT LAW
1800 Fifth Street Towers
150 South Fifth Street
Minneapolis, Minnesota
55402-4218
main 612.672.3600
fax 612.672.3777
www.messerlikramer.com
Additional Offices:
St. Paul & Plymouth,
MN
Authorized to pratice law in:
Minnesota, Colorado, District
of Columbia. Illinois,
Missouri,
Montana, New York, South
Dakoda, and Wisconsin
Bontan
Corporation Inc.
47 Avenue
Road, Suite 200
Toronto,
Ontario, Canada M5R 2G3
Re: 2009
Consultant Stock Compensation Plan
Ladies
and Gentlemen:
You have requested our opinion as your
special U.S. securities counsel with respect to certain matters in connection
with the filing by Bontan Corporation Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission relating to an aggregate of 3,000,000 shares of the
Company's common stock (the "Common Stock") issuable under the Company's 2009
Consultant Stock Compensation Plan (the "Plan").
In connection with this opinion, we
have examined the Registration Statement and such other documents, records,
certificates, memoranda and other instruments, as we deem necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of
all documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof and execution and delivery of all
documents, where execution and delivery are a prerequisite to the effectiveness
thereof.
We advise you that we are licensed to
practice in Minnesota. Accordingly, our opinion assumes that the
provincial laws of Ontario and the federal laws of Canada would yield the same
opinion as application of the laws of the State of Minnesota and the federal
laws of the United States.
On the basis of the foregoing, and in
reliance thereon, we are of the opinion that the Common Stock, when issued and
paid for in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this
opinion as an exhibit to the Registration Statement.
Very
truly yours,
Messerli
& Kramer P.A.
/s/
Messerli & Kramer P.A.
Schwartz
Levitsky Feldman llp
CHARTERED
ACCOUNTANTS
LICENSED
PUBLIC ACCOUNTANTS
TORONTO · MONTREAL
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form
S-8 of our report dated May 23, 2008 relating to the consolidated financial
statements of Bontan Corporation Inc. appearing in the Company’s Annual Report
on Form 20-F for the year ended March 31, 2008.
“SCHWARTZ LEVITSKY FELDMAN
LLP”
Toronto, Ontario,
Canada Chartered Accountants
April 1,
2009 Licensed Public Accountants
1167 Caledonia
Road
Toronto, Ontario M6A 2X1
Tel: 416 785
5353
Fax: 416 785
5663