As filed with the U.S. Securities and Exchange Commission August 7, 1996
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Everest Security Systems Corporation
(Exact name of registrant as specified in its charter)
Nevada 58-2201633
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification no.)
EVEREST SECURITY SYSTEMS CORPORATION 1996 EMPLOYEE CONSULTANT
AND ADVISOR STOCK COMPENSATION PLAN
(Full title of Plan)
823 NW 57th Street, Fort Lauderdale, FL 33309
(Address of Principal Executive Offices, including ZIP Code)
Steven A. Sanders 50 Broad Street, Suite 437, New York, NY 10004
(Name and address of agent for service)
212-344-0500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be registered to be Offering Price per Aggregate Offering Registration
Registered(1) Share Price Fee
<S> <C> <C> <C> <C>
Common Stock
$.001 par Value 75,000 $4.00 $300,000 $102.00
</TABLE>
(1) The amount being registered represents an aggregate of 75,000 Shares
of Common Stock issuable upon exercise of a like number of options,
which options were issued pursuant to the Plan. Pursuant to Rule
416(c) promulgated under the Securities Act of 1933, as amended, the
Registration Statement also covers an indeterminate amount of Shares
to be offered or sold as a result of any adjustments from stock
splits, stock dividends or similar events.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
The information required by Part I is included in documents sent or given to
participants on the Everest Security Systems Corporation 1996 Employee,
Consultant and Advisor Stock Compensation Plan, pursuant to Rule 428
(b)(l).
Item 2. Registrants Information and Employee Plan Annual Information
Participants in the Everest Security Systems Corporation 1996 Employee,
Consultant and Advisor Stock Compensation Plan, are entitled to the
documents incorporated by reference in Item 3. of PART II, without
charge, upon written or oral request. Such request should be directed to
Everest Security Systems Corporation, 823 NW 57th Street, Fort
Lauderdale, Florida 33309. The telephone number is (305) 772-0330.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the information requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports with
the Securities and Exchange Commission (the "Commission"). The
documents listed below are hereby incorporated by reference in this
Registration Statement on Form S-8; and all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference in this Registration Statement on Form
S-8, and shall be a part hereof from the date of the filing of such
documents.
(a) The Registrant's registration statement on Form 10-SB.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since July 5, 1996
(c) The description of the Common Stock which is contained in registration
statements filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
Item 4. Description of Securities
Not applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel
The validity of the authorization and issuance of the Common Stock
issuable upon exercise of the 75,000 options will be passed upon by The
Law Office of Steven A. Sanders, P.C., 50 Broad Street, Suite 437, New
York, NY 10004
Item 6. Indemnification of Directors and Officers
Section 78.751 of the Nevada General Corporation Law empowers a Nevada
corporation to indemnify any person who is, or is threatened to be made
a party to any threatened, pending or completed action, suit or
preceding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgement, order, settlement, conviction, or upon a plea
on nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
Nevada General Corporation Law states that a corporation may
indemnify any person who was or is a party or is threatened to made a
party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgement in its favor by
reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expense, including amounts paid in settlement of the action or
suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or
matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Item 7. Exemption from Registration Claimed
Not Applicable
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<PAGE>
Item 8. Exhibits
4.1 Certificate of Incorporation of the Registrant (1)
4.2 Amendment to Certificate of Incorporation of the Registrant (1)
4.3 By-laws, as amended, of the Registrant (1)
4.4 G.M. Capital Consulting Agreement
5 Opinion of The Law Office of Steven A. Sanders, P.C.
23.1 Consent of The Law Office of Steven A. Sanders, P.C. (included in
Exhibit 5)
23.2 Consent of Semple & Cooper, independent accountants.
(1) Previously filed with the Commission as an Exhibit to the
Registrant's Registration Statement on Form 10-SB as amended,
File No. _______ which was originally filed with the Commission
May 8, 1996.
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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. The undersigned Registrant hereby undertakes 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.
4. 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 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement related to the securities offered therein, and
the offering of such securities at such time shall be deemed to be the
initial bona fide offering thereof.
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<PAGE>
5. 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 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 the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Fort Lauderdale, State of Florida on the 25th day of
July, 1996.
Everest Security Systems Corporation
(Registrant)
By: (Signature of Robert Knight appears here)
Robert Knight, President
By: (Signature of Robert Knight appears here)
Robert Knight, Chief Financial Officer
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.
Karl Gelbard, Director Date:
(signature of Robert Knight appears here)
Robert Knight, Director Date: (handwritten date of
July 25, 1996 appears here)
(signature of Steven A. Sanders appears here)
Steven A. Sanders Date: (handwritten date of
July 25, 1996 appears here)
Frank Bauer Date:
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<PAGE>
Exhibit 4.4
CONSULTING AGREEMENT
This Agreement is effective as of August 1, 1996, by and between EVEREST
SECURITY SYSTEMS CORPORATION, a Nevada Corporation (the "Company"), and
G.M. Capital Partners, Ltd., (the "Consultant").
The Company desires to retain the Consultant to provide advice on
possible joint venture opportunities and financing alternatives as it
relates to the ongoing business interests of the Company and the
Consultant agrees to such engagement upon the terms set forth below.
1. DUTIES AND INVOLVEMENT
a. The Company hereby engages Consultant, as an independent contractor
and not as an employee, to provide advice to and consult with the
Company's management concerning expansion of the Company's business.
b. Consultant acknowledges that he is not an officer, director, or agent
of the Company, that he is not and will not be responsible for any
management decisions on behalf of the Company and that he may not commit
the Company to any action. Any and all arrangements or agreements that
Consultant may negotiate for the Company will be subject to acceptance
by the Company, to be evidenced by execution by an authorized officer,
or the Company. Consultant represents that he does not have, through
stock ownership or otherwise, the power to control the Company nor to
exercise any dominating influence over its management.
c. The Consultant shall devote such of his time and effort to the
duties hereunder and shall use his best efforts to fulfil obligations
hereunder; however, the Company acknowledges that the Consultant is
engage in other business activities and that such activities will
continue during the term of this Agreement.
2. TERM
This Agreement shall continue for a term of three months from the
effective date hereof. Consultant's employment hereunder may be
terminated during the term of this Agreement under the following
circumstances:
a. Disability: If, as a result of Consultant's incapacity due to
physical or mental illness, Consultant shall have been unable to perform
his duties hereunder on a full time basis for one full month, and within
10 days after written notice of termination is given shall not have
returned to the performance of his duties hereunder, the Company may
terminate Consultant's employment hereunder.
b. Termination with Notice: After an initial non-cancellation period of
30 days from the date of "Effective Registration", referred to in Clause
4, the Company or the Consultant may terminate this Agreement at any
time upon 30 days notice, provided that the Consultant agrees
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<PAGE>
to return to the Company a pro rata portion of the compensation issued
to him under paragraph 3.
3. COMPENSATION
a. As full compensation for all services hereunder, the Company shall
grant to the Consultant up to 75,000 common shares of the Company (the
"Shares"), based on performance on specific projects as assigned by the
Company and agreed to by the Consultant. The Shares shall be issued to
the Consultant from time to time and by mutual agreement that specific
goals and objectives have been satisfactorily met by the Consultant.
b. The execution of this Stock Option Agreement in the form hereof has
been duly authorized by a resolution of the Board of Directors of the
Company, adopted on July 24, 1996 and incorporated herein.
c. The Company agrees to cause certificates for any shares issued
hereunder to be delivered to the Consultant. Certificates are to be
registered under a Form S8 registration statement, as express in
paragraph 4 hereunder.
4. REGISTRATION
a. Upon signing this agreement, shares underlying the options shall be
immediately registered on Form S-8. Such registration to be duly filed
("Effective Registration") within 10 days of the date of this Agreement.
5. TAXES AND OTHER LIABILITIES
Consultant acknowledges and agree that he is an independent contractor
and not an employee of the Company. As such, Consultant acknowledges
that he is responsible for all self-employment and other taxes payable
to any federal, state or local authority and any other obligations or
liabilities arising from his engagement and compensation hereunder,
including any liabilities which might arise under Section 16 of the
Securities Exchange Act of 1934 ("1934 Act") due to Consultant receipt
of the Shares pursuant to this Agreement The Consultant is also
responsible for making or amending any filings required under Section 13
or 16 of the 1934 Act.
The undersigned hereby acknowledges receipt of an executed original of
this Consulting Agreement and accepts the terms and conditions hereof.
By: (Signature of Robert Knight Date: (handwritten date of July 26, 1996
appears here) appears here)
(handwritten word President By: (Signature of ??? appears here)
appears here) (handwritten words As Agent
appears here)
Title Consultant
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<PAGE>
Exhibit 5.0
LAW OFFICE OF
STEVEN A. SANDERS, P.C.
50 BROAD STREET-SUITE 437
TELEPHONE (212) 344-0500 NEW YORK, NEW YORK 10004 FACSIMILE (212) 344-3035
July 24, 1996
Everest Security Systems Corporation
823 NW 57th Street
Ft. Lauderdale, FL 33309
Gentlemen:
We have reviewed a Registration Statement on Form S-8 (the "Registration
Statement") dated July 24, 1996, to be filed with the Securities and
Exchange Commission, relating to 75,000 shares of common stock, $.001
par value per share (the "Shares") of Everest Security Systems
Corporation (the "Company"), which have been issued pursuant to the
Company's 1996 Employee, Consultant and Advisor Stock Compensation Plan
described in the Registration Statement (the "Agreements").
We have examined the Certificate of Incorporation, as amended, and the
By-laws of the Company and all amendments therefore, the Registration
Statement and originals, or copies certified to our satisfaction, of
such records of meetings, written actions in lieu of meetings, or
resolutions adopted at meetings, or the directors of the Company,
documents and such other documents and instruments as in our judgment
are necessary or appropriate to enable us to render the opinions
expressed below.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to us originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly and validly authorized for issuance under the
Agreements and the Shares, when issued against payment therefore in
accordance with the terms of the Agreements will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
<PAGE>
LAW OFFICE OF STEVEN A. SANDERS, P.C.
Everest Security Systems
Corporation
July 24, 1996
Page 2
In giving such consent, we do not thereby admit that we are included within
the category of person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
Law Office of
Steven A. Sanders, P.C.
By: (Signature of Steven A. Sanders appears here)
Steven A. Sanders, Esq.
SAS:kaw
<PAGE>
(Semple & Cooper Letterhead appears here)
Exhibit 23.2
We consent to the incorporation by reference in this registration
statement of Everest Security Systems Corporation (the "Company")
on Form S-8 of our report dated February 23, 1996 for the audited
consolidated financial statements of the Company for the fiscal
years ended December 31, 1995 and 1994.
(Signature of Semple & Cooper, P.L.C. appears here)
Semple & Cooper, P.L.C.
Certified Public Accountants
Phoenix, Arizona
July 25, 1996
