AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2001 REGISTRATION NO. 333-____________ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- SAVE THE WORLD AIR, INC. (Exact Name of Registrant as Specified in Its Charter) NEVADA 52-2088326 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1285 Avenue of the Americas, 35th Floor New York, NY 10019-6028 (Address of Principal Executive Offices, Including Zip Code) Consulting Agreements Legal Services Agreement (Full Title of the Plan) -------------------- Jeffrey A. Muller 1285 Avenue of the Americas, 35th Floor New York, NY 10019-6028 Tel. (212) 554 4197 (Name, Address, and Telephone Number of Agent for Service) COPIES TO: Iwona J. Alami, Esq. Law Offices of Iwona J. Alami 120 Newport Center Drive, Suite 200 Newport Beach, California 92660 (949) 760-6880 CALCULATION OF REGISTRATION FEE Title of Amount to be Proposed Maximum Proposed Maximum Amount of Securities Registered(1) Offering Price Aggregate Offering Registration to be per Share (1) Price (1) Fee Registered -------------------------------------------------------------------------------- Common Stock, par value $0.001 505,000 $0.45 (1) $227,250 $57.00 430,000 $0.001(2) $430 $1.00 Aggregate Registration Fee $58.00 -------------------------------------------------------------------------------- (1) Computed in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933 solely for purposes of calculating the registration fee based on the the average of the closing bid and ask prices of the common stock ($0.45) as reflected on NASD'S over-the-counter market on October 10, 2001. (2) Such computation is based on the exercise price of $0.001 per share for shares set forth in the respective Agreements with Dr. H. Campbell and Joseph Dowen. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Items 1 and 2 of Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by Save the World Air, Inc. (the "Registrant") are incorporated by reference: (i) the Registrant's registration statement on Form 10-SB, as amended; the Registrant's annual report on Form 10-KSB for the fiscal year ended December 31, 2000 and Registrant's quarterly reports on Form 10-QSB for the quarters ended March 31, 2001 and June 30, 2001, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii) the description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 10-SB, filed pursuant to Section 12(g) of the Exchange Act, including any amendment or report subsequently filed by the Registrant for the purpose of updating that description. In addition, any document filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares of the Registrant's Common Stock registered hereunder have been sold or that deregisters all such shares of Common Stock then remaining unsold, will be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by Law Offices of Iwona J. Alami, counsel to the Company. Iwona J. Alami is entitled to 50,000 shares of Common Stock of the Company pursuant to her retainer agreement with the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation Laws of the State of Nevada and the Company's Bylaws provide for indemnification of the Company's Directors for liabilities and expenses that they may incur in such capacities. In general, Directors and Officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Furthermore, the personal liability of the Directors is limited as provided in the Company's Articles of Incorporation. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The Shares were issued for advisory and legal services rendered. These sales were made in reliance of the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 4(2) thereof covering transactions not involving any public offering or not involving any "offer" or "sale". ITEM 8. CONSULTANTS AND ADVISORS. The following consultants and advisors will be issued the Company's Common Stock for their respective services, as specified below.
William D. Lindberg 20,000 shares Accounting consulting services Fran Newman 20,000 shares EDGAR filing services Iwona J. Alami 50,000 shares Legal services Lynette Anne Muller 250,000 shares Consulting services (administrative) Michael McInerney 10,000 shares Consulting services (administrative) Joseph Dowen 30,000 shares underlying option Consulting services (video and website design) Bo Linton 2,500 shares Consulting services (exhibiting space services) Susan Soares 2,500 shares Consulting services (exhibiting space services) Cliff H. Wilson 150,000 shares Consulting services (office and management) Dr. Harold G. Campbell 400,000 shares underlying option Consulting services (management)
ITEM 8. EXHIBITS *3.1 Articles of Incorporation of Mandalay Capital Corp. *3.2 Articles of Amendment to the Articles of Incorporation of Mandalay Capital Corp. *3.3 Bylaws of Save the World Air, Inc. 4.1 Specimen Common Stock Certificate (incorporated by reference to the Registrant's Registration Statement on Form 10-SB). 5 Opinion of Counsel as to the legality of securities being registered. *10.1 Letter Agreement with Law Offices of Iwona J. Alami dated October 25, 2000 regarding the issuance of stock. 10.2 Consulting Services Agreement with Lynette Anne Muller. 10.3 Agreement with Michael McInerney 10.4 Agreement with Joseph Dowen 10.5 Letter Agreement with Bo Linton and Susan Soares 10.6 Agreement with Cliff H. Wilson 10.7 Letter Agreement with Dr. Harold G. Campbell 23.1 Consent of Independent Public Accountants. 23.2 Consent of Legal Counsel (included in Exhibit 5). ------------------------ * Previously filed with the Securities Exchange Commission as exhibits to registration statement on Form 10-SB, as amended. 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 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. (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. (b) The undersigned Registrant hereby undertakes 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 Section 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. (c) 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 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 Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that is 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 Carrara, Australia, on October 10, 2001. SAVE THE WORLD AIR, INC. /s/ Jeffrey A. Muller ---------------------------------- By: Jeffrey A. Muller Its: President 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. /s/ Jeffrey A. Muller President and Director ----------------------------- Jeffrey A. Muller