Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------------------------------
DIVERSIFIED SECURITY SOLUTIONS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3690168
--------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
280 Midland Avenue, Saddle Brook, New Jersey 07663
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Employee Stock Plan
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad & Schulman LLP
One Pennsylvania Plaza
New York, New York 10119/0165
------------------------------------------------
(Name and address of agent for service)
(212) 594-5300
------------------------------------------------
(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: As Soon As
Practicable After This Registration Statement Becomes Effective.
Page 1 of 6 Pages
Exhibit Index Begins on Page II-3
(Facing Page Continued on the Following Page)
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Amount of
Title of Securities Amount to be Proposed Maximum Offering Aggregate Offering Registration Fee
to be Registered Registered Price Per Share(1) Price(1)
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 52,550 shares $5.16--(2) $271,158.00 $34.36
$.01 per share
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon the average of the high and low prices of the Common Shares on
the American Stock Exchange, Inc. on December 6, 2004 of $5.16 per share.
This registration statement on Form S-8 (the "Registration Statement") will
become effective upon filing in accordance with Rule 462(a) under the
Securities Act of 1933, as amended (the "Securities Act").
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Plan Information.
See Item 2 below.
Item 2. Registration Information and Employee Plan Annual Information.
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428 promulgated under the Securities Act. The participants shall be
provided a written statement notifying them that upon written or oral request
they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of Registration Statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed. In
accordance with Rule 428, documents containing information specified in Part I
of Form S-8 are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of the Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
(File No. 001-16779) pursuant to the Securities Exchange Act of 1933 as amended
are incorporated by reference into the Registration Statement.
(a) Registrant's Annual Report on Form 10KSB for the fiscal year ended
December 31, 2003 filed on March 31, 2004.
(b) Registrant's Current Report on Form 8K filed on May 12, 2004.
(c) Registrant's Quarterly Report on Form 10QSB for the period ended
March 31, 2004, filed on May 17, 2004.
(d) Registrant's Current Report on Form 8K filed on July 21, 2004.
(e) Registrant's Current Report on Form 8K filed on July 27, 2004.
II-1
(f) Registrant's Quarterly Report on Form 10QSB for the period ended
June 30, 2004, filed on August 13, 2004.
(g) Registrant's Current Report on Form 8K filed on August 23, 2004.
(h) Registrant's Current Report on Form 8K filed on September 9, 2004.
(i) Registrant's Quarterly Report on Form 10QSB for the period ended
September 30, 2004, filed on November 12, 2004.
(j) The description of the Company's Common Stock contained in its
Registration Statement on Form S-3 filed August 20, 2004.
(k) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act of 1934, or Exchange Act, since the end of the fiscal year covered
by the annual report referred to above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all the securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation limits the liability of
Directors to the maximum extent permitted by Section 102(b)(7) of the Delaware
General Corporation Law. Delaware law provides that the directors of a
corporation will not be personally liable to such corporation or its
stockholders for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law;
(iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derives an improper personal
benefit.
II-2
The Company's By-Laws provide that the Company shall indemnify its directors and
officers under certain circumstances, including those circumstances in which
indemnification would otherwise be discretionary.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
5 Opinion of Milberg Weiss Bershad & Schulman LLP
10 Employee Stock Plan
23 Consent of Demetrius & Company, LLC
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the 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; 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)(i)(ii) do not apply to information required to be included in
a post-effective amendment by those paragraphs which are contained in periodic
reports filed by the undersigned Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
(b) 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;
(c) 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.
(2) 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 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
II-3
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.
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 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Saddle Brook, State of New Jersey, on this 29th
day of November, 2004.
DIVERSIFIED SECURITY SOLUTIONS, INC.
By: /s/ James E. Henry
----------------------
James E. Henry
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints James E. Henry and Brian L. Reach and each of them, his or her 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)
and additions to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, and hereby grants to such 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 or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes may lawfully do or
cause t be done by virtue hereof.
II-4
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: November 29, 2004
/s/ James E. Henry
-----------------------------------
James E. Henry
Chairman, Chief Executive Officer, Treasurer
and Director
Date: November 29, 2004
/s/ Irvin F. Witcosky
-----------------------------------
Irvin F. Witcosky
Chief Operating Officer,
President and Director
Date: November 29, 2004
/s/ Douglas West
-----------------------------------
Douglas West
Chief Financial Officer
Date: November 29, 2004
/s/ Brian L. Reach
-----------------------------------
Brian L. Reach
Vice Chairman, Secretary and Director
Date: November 29, 2004
/s/ Joseph P. Ritorto
-----------------------------------
Joseph P. Ritorto
Director
Date: November 29, 2004
/s/ Robert S. Benou
-----------------------------------
Robert S. Benou
Director
Date: November 29, 2004
/s/ Robert L. De Lia, Sr.
-----------------------------------
Robert L. De Lia, Sr.
Director
II-5