UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN COMMERCE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 05-0460102
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1400 Chamber Drive, Bartow, Florida 33830
(Address of Principal Executive Offices) (Zip code)
Consulting Agreement
and Employment and Fee Agreement with Richard P. Greene
(Full title of the plans)
Daniel L. Hefner
1400 Chamber Drive, Bartow, Florida 33830
(Name and address of agent for service)
(863) 533-0326
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=========================================================================================
Proposed Amount
Title of each class Amount Proposed maximum of
of securities to be to be maximum offering aggregate offering registration
registered registered price per share(1) price fee
-----------------------------------------------------------------------------------------
Common stock 2,030,000 $.19 $385,700 $92.18
Richard P. Greene 25,000(2) $.19 $ 4,750 $ 1.14
TOTAL $93.32(3)
=========================================================================================
(1) Pursuant to Rule 457, estimated solely for the purpose of calculating the
registration fee, and computed in accordance with the average of last sale
prices of the common stock for the five trading days prior to and including
February 5, 2002, as reported by OTCBB.
(2) Represents shares issuable pursuant to agreement for services rendered or
to be rendered.
(3) Reflects the required filing fee.
PART I
Item 1. Plan Information.
The information set forth herein together with the documents annexed hereto
and made part hereof and incorporated herein by reference relates to the shares
of common stock of American Commerce Solutions, Inc. (the "Company") to be
issued to the employees to pay for services rendered to the Company by said
employees. The employment agreements attached are:
1) 10-1 Employment Agreement made and entered into the 1st day of January
2000 with Norman J. Birmingham, employee, to provide executive
services as decided by the Board of Directors, stock to be paid in
lieu of cash salary 610,532 shares of Company common stock, par value
$0.002. The Employment Agreement was filed as an exhibit to Form
10-KSB filed June 13, 2000, file number 33-98682.
2) 10-2 Employment Agreement made and entered into the 1st day of June
2000 with Barbara A. Maxwell, employee, to provide executive services
as decided by the Board of Directors, 598,360 shares of Company common
stock, par value $.002.
3) 10-3 Employment Agreement made and entered into the 1st day of June
2000 with Daniel L. Hefner, employee, to provide executive services as
decided by the Board of Directors, 821,110 shares of company common
stock, par value $.002.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of such person, a
copy of any document incorporated in this Registration Statement by reference,
except exhibits to such information, unless such exhibits are also expressly
incorporated by reference herein. Request for such information should be
directed to American Commerce Solutions, Inc., 1400 Chamber Dr., Bartow, FL
33830, attention: Corporate Secretary, telephone (863) 533-0326.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
1. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended February 28, 2001;
2. The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended May 31, 2001, August 31, 2001 and November 30, 2001;
3. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, including but not
limited to, amendments to the above listed documents and subsequently
filed forms 10-KSB, 10-QSB and 8-K, prior to the termination of the
offering of the securities offered hereby shall be deemed to be
incorporated by reference herein and to be part hereof from the date
of filing 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 purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which
also is or deemed to be incorporated by reference herein modified or
supersedes such statement. All information appearing in this
Registration Statement is qualified in its entirety by the information
and financial statements (including notes thereto) appearing in
documents incorporated herein by reference, except to the extent set
forth in the immediately preceding statement.
Item 4. Description of Securities.
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Company's
authorized capitalization is 30,000,000 shares of common stock, $.002 par value,
of which approximately 15,600,000 shares of common stock are issued and
outstanding.
Holders of the Company's Common Stock are entitled to one vote per share on
each matter submitted to vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and therefore, holders of a majority
of the outstanding shares of Common Stock will be able to elect the entire board
of directors and, if they do so, minority shareholders would not be able to
elect any members to the board of directors. The Company's board of directors
has authority, without action by the Company's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock, which would
reduce the percentage ownership of the Company of its shareholders and which
would dilute the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire additional
shares of Common Stock. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. In the event of liquidation of the
Company, the shares of Common Stock are entitled to share equally in corporate
assets after the satisfaction of all liabilities. Holders of Common Stock are
entitled to receive such dividends, as the board of directors may from time to
time declare out of funds legally available for the payment of dividends. During
the last two fiscal years the Company has not paid cash dividends on its Common
Stock and does not anticipate that it will pay cash dividends in the foreseeable
future.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant is a Delaware corporation. The General Corporation Law of
Delaware provides authority for broad indemnification of directors, officers,
employees and agents. The Registrant's Certificate of Incorporation and By-laws
incorporate the indemnification provisions of the General Corporation Law of
Delaware to the fullest extent provided.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit Description
------- -----------
5 Opinion of Richard P. Greene, P.A.
10.2 Employment Agreement with Barbara A. Maxwell dated June 1, 2000
10.3 Employment Agreement with Daniel L. Hefner dated June 1, 2000
10.4 Employment and Fee Agreement with Richard P. Greene, P.A., dated
February 6, 2002
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Bella, Hermida, Hancock, Gilman and Mueller
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 offered 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 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 Act and will be governed by 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 it meets all of the
requirements for filing the Registration Statement 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 Bartow, State of Florida,
on this 22nd day of January, 2002.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Daniel L. Hefner Director January 22, 2002
-------------------------- President
Daniel L. Hefner
/s/ Frank J. Puissegur Director January 22, 2002
-------------------------- Chief Financial Officer
Frank J. Puissegur (Principal Financial Officer)
/s/ Robert E. Maxwell Director January 22, 2002
--------------------------
Robert E. Maxwell
EXHIBIT INDEX
Exhibit Description Page
------- ----------- ----
5 Opinion of Richard P. Greene, P.A.
10.2 Employment Agreement with Barbara A. Maxwell
dated June 1, 2000
10.3 Employment Agreement with Daniel L. Hefner
dated June 1, 2000
10.4 Employment and Fee Agreement with Richard P.
Greene, P.A., dated February 6, 2002
23.1 Consent of Richard P. Greene, P.A.
23.2 Consent of Bella, Hermida, Hancock, Gilman
and Mueller