<PAGE>
As filed with the Securities and Exchange Commission on April 26, 1999
Registration Statement No. 333-48701
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
INTERNATIONAL SMART SOURCING, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3423157
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
320 Broad Hollow Road
Farmingdale, New York 11735
(Address of Principal Executive Offices)
INTERNATIONAL SMART SOURCING, INC. STOCK OPTION AND GRANT PLAN
(Full title of the plan)
------------------
Andrew Franzone
Chief Executive Officer
International Smart Sourcing, Inc.
320 Broad Hollow Road
Farmingdale, New York 11735
(516) 293-0750
(Name, address and telephone number, including area code, of agent for service)
------------------
With copies to:
Carl Seldin Koerner, Esq.
Koerner Silberberg & Weiner, LLP
112 Madison Avenue
New York, New York 10016
(212) 689-4400
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 300,000 shares 4.50 (2) $675,000 $200
$.001 par value
========================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to
the International Smart Sourcing, Inc. Stock Option and Grant Plan in
the event of a stock dividend, reverse stock split, split-up,
recapitalization or other similar event. Excludes 25,000 shares granted
as of the Effective Date as unregistered shares, pursuant to the Stock
Option and Grant Plan.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act
of 1933, as amended (the "Securities Act"), solely for purposes of
determining the registration fee and is based upon the price at which
outstanding options may be exercised.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by International
Smart Sourcing, Inc. (the "Registrant"), relating to 300,000 shares of its
common stock, par value $.001 per share (the "Common Stock"), which may be
issued under the International Smart Sourcing, Inc. Stock Option and Grant Plan
(the "Plan").
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 Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant hereby incorporates by reference the documents listed in
(a) through (c) below, which have been previously filed with the Securities and
Exchange Commission (the "Commission").
(a) The prospectus contained in the Registrant's Registration
Statement on Form SB-2 (Registration No. 333-48701) filed with
the Commission pursuant to Rule 424(b) under the Securities
Act.
(b) All reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") through the date hereof.
(c) The descriptions of the Registrant's Common Stock contained in
its Registration Statements on Form 8-A, filed with the
Commission on January 6, 1999, under Section 12 of the
Exchange Act, and any amendments or reports filed for the
purpose of updating such descriptions.
In addition, all documents subsequently filed with the Commission 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 hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated by reference herein shall be
<PAGE>
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute 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.
The Registrant is a Delaware corporation. Subsection (a) of Section 145
of the Delaware General Corporation Law (the "DGCL") empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she 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 expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she 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 cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she 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 expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 further provides that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and that the corporation has the
power to purchase and maintain insurance on behalf of a director or officer of
the corporation
2
<PAGE>
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such whether or not
the corporation would have the power to indemnify him or her against such
liabilities under Section 145. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by a majority vote of the directors who were not
party to such action, suit or proceeding, even though less than a quorum or (ii)
if there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (iii) by the stockholders.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of a
director's 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 the law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.
The Registrant's Certificate of Incorporation provides that each person
who was or is a party to (or is threatened to be made a party to) or is
otherwise involved in any civil or criminal action, suit or proceeding by reason
of the fact that such person is or was a director or officer of the Registrant
shall be indemnified and held harmless by the Registrant to the fullest extent
authorized by Section 145 of the DGCL against all expense, liability and loss
(including without limitation attorneys' fees) incurred by such person in
connection therewith.
Nothing contained in the Registrant's Certificate of Incorporation
shall eliminate or limit the liability of directors (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law; (iii) under Section 174 of the DGCL; or (iv) for
any transaction from which the director derived an improper personal benefit.
The By-Laws of the Registrant provide that the Registrant shall, to the
fullest extent permitted by the DGCL (including, without limitation, Section 145
of the DGCL) or other provisions of the laws of Delaware relating to
indemnification of directors, officers, employees and agents, as the same may be
amended and supplemented from time to time, indemnify any and all such persons
whom it shall have power to indemnify under the DGCL or such other provision of
law. In addition, the By-Laws provide that, to the fullest extent permitted by
law, indemnification may be granted and expenses may be advanced to a director,
officer, employee or agent of the Registrant or a person serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, if (i)
approved by a resolution of stockholders, (ii) approved by a resolution of the
Board of Directors or (iii) set forth in an agreement; provided that no
indemnification may be made to or on behalf of any person if a judgment or other
final adjudication adverse to the person establishes that such person's acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that such
person personally gained in fact a financial profit or other advantage to which
such person was not legally entitled. The By-Laws also provide that the right of
directors, officers, employees or agents of the Registrant to indemnification or
advancement of expenses shall not be exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled,
whether as a matter of law, under any provision of the Certificate of
Incorporation of the Registrant, under any provision of the By-Laws of the
Registrant, by agreement, by vote of stockholders or disinterested directors of
the Registrant, or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
3
<PAGE>
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit No. Description
5 Opinion of Koerner Silberberg & Weiner, LLP
23.1 Consent of Koerner Silberberg & Weiner, LLP
(contained in its opinion filed as Exhibit 5)
23.2 Consent of Feldman Sherb Ehrlich & Co., P.C.
24 Power of Attorney (included in Part II of this
Registration Statement)
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high and of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective 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)(1)(ii)
herein do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the
4
<PAGE>
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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
Securities 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.
5
<PAGE>
SIGNATURES
The Registrant. 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 State of New York on this 26th day of April, 1999.
INTERNATIONAL SMART SOURCING, INC.
By: /s/ Andrew Franzone
----------------------------------------
Andrew Franzone
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of International Smart Sourcing, Inc., hereby severally constitute and
appoint Andrew Franzone, our true and lawful attorney with full power to him, to
sign for us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments or post-effective amendments
to said Registration Statement, and generally to do all such things in our names
and in our capacities as officers and directors to enable International Smart
Sourcing, Inc. to comply with the provisions of the Securities Act and all
requirements of the Commission, hereby ratifying and confirming our signatures
as they may be signed by our said attorney, to said Registration Statement and
any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Andrew Franzone April 26, 1999
- ---------------------------- Chief Executive Officer and President -------------------------
Andrew Franzone (Principal Executive Officer)
/s/ David L. Kassel April 26, 1999
- ----------------------------- Chairman of the Board of Directors -------------------------
David L. Kassel
/s/ Harry Goodman April 26, 1999
- ---------------------------- Vice President and Director -------------------------
Harry Goodman
/s/ Steven Sgammato April 26, 1999
- ---------------------------- Chief Financial Officer and -------------------------
Steven Sgammato Controller (Principal Financial
and Accounting Officer)
/s/ Bao-Wen Chen April 26, 1999
- ---------------------------- Director -------------------------
Bao-Wen Chen
/s/ Mitchell Solomon April 26, 1999
- ---------------------------- Director -------------------------
Mitchell Solomon
/s/ Carl Seldin Koerner April 26, 1999
- ---------------------------- Director -------------------------
Carl Seldin Koerner
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Koerner Silberberg & Weiner, LLP
23.1 Consent of Koerner Silberberg & Weiner, LLP (contained in its
opinion filed as Exhibit 5)
23.2 Consent of Feldman Sherb Ehrlich & Co., P.C.
24 Power of Attorney (included in Part II of this Registration
Statement)
</TABLE>
<PAGE>
EXHIBIT 5.1
April 26, 1999
International Smart Sourcing, Inc.
320 Broad Hollow Road
Farmingdale, New York 11735
Re: International Smart Sourcing, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant
to the Securities Act of 1933, as amended (the "Act"), of 300,000 shares (the
"Shares") of common stock, par value $.001 per share (the "Common Stock"), of
International Smart Sourcing, Inc. (the "Registrant") which may be issued
pursuant to the International Smart Sourcing, Inc. Stock Option and Grant Plan
(the "Plan").
We have acted as counsel to the Registrant in connection with the
registration of the sale of the Shares under the Act. We have examined the Plan,
the Certificate of Incorporation and the By-laws of the Registrant; such records
of the corporate proceedings of the Registrant as we deemed necessary; and such
other certificates, receipts, records and documents as we considered necessary
for the purposes of this opinion.
We are attorneys admitted to practice in the State of New York. We
express no opinion concerning the laws of any jurisdictions other than the State
of New York, the laws of the United States of America and the general
corporation laws of the State of Delaware.
Based upon the foregoing, we are of the opinion that upon the issuance
and delivery of the Shares, and the receipt of full consideration therefor, in
accordance with the terms of the Registration Statement and the Plan, the Shares
will be legally issued, fully paid and non-assessable shares of the Registrant's
Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Koerner Silberberg & Weiner, LLP
KOERNER SILBERBERG & WEINER, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use in this Registration Statement on Form
S-8 of the reference to our firm under the caption "Experts" and to the use of
our report dated February 15, 1999 relating to the financial statements of
International Smart Sourcing, Inc. and subsidiaries as of December 26, 1998 and
for each of the years in the two year period then ended and of our report dated
February 15, 1999 of Compact Disc Packaging Corp. as of December 24, 1998 and
for each of the years in the two year period then ended and for the period
January 31, 1995 (inception) through December 24, 1998.
/s/ Feldman Sherb Ehrlich & Co. P.C.
Feldman Sherb Ehrlich & Co., P.C.
Certified Public Accountants
New York, New York
April 26, 1999
