As filed with the Securities and Exchange
Commission on June 6, 2000
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DIRECTRIX, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-4015248
(State of (I.R.S. employer
incorporation) identification number)
236 WEST 26TH STREET, SUITE 12W
NEW YORK, NEW YORK 10001
(212) 741-6511
(Address and telephone number of Registrant's principal
executive offices)
------------
1998 DIRECTRIX, INC. STOCK INCENTIVE PLAN
1998 DIRECTRIX, INC. STOCK INCENTIVE PLAN FOR OUTSIDE DIRECTORS
(Full title of the Plans)
J. ROGER FAHERTY, CHAIRMAN
DIRECTRIX, INC.
236 WEST 26TH STREET, SUITE 12W, NEW YORK, NEW YORK 10001
(212) 741-6511
(Name, address and telephone number of agent for service)
Copies to:
DANIEL J. BARSKY, ESQ.
611 BROADWAY, SUITE 308
NEW YORK, NEW YORK 10012
(212) 539-0769
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
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TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM
TO BE AMOUNT BEING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER OFFERING REGISTRATION
UNIT(2) PRICE(2) FEE(2)
---------------- ---------------- --------- --------------- ---------------
<S> <C> <C> <C> <C>
Common Stock 220,000 $13.75 $3,025,000 $799
---------------- ---------------- --------- --------------- ---------------
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</TABLE>
(1) Includes 200,000 shares of the Registrant's Common Stock, $.01 par
value ("Common Stock") under the 1998 Directrix, Inc. Incentive
Stock Option Plan and 20,000 shares of Common Stock under the 1998
Directrix, Inc. Stock Incentive Plan for Outside Directors
(collectively, the "Plans").
(2) Calculated using the average of the bid and ask price as reported
on the National Association of Securities Dealers, Inc. OTC
Bulletin Board.
<PAGE>
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PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Directrix, Inc. (the "Registrant")
with the Commission (File No. 0000-25111) are incorporated herein by reference:
(a) The Registrant's annual report on Form 10-KSB for the fiscal year
ended December 31, 1998;
(b) The Registrant's transition report on Form 10-QSB for the
transition period ended March 31, 1999;
(c) The Registrant's quarterly reports on Form 10-QSB for the
quarters ended June 30, 1999, September 30, 1999 and December 31, 1999; and
(d) The description of the Registrant's Common Stock contained in the
Registration Statement on Form SB-2/A, Registration No. 333-664485, as filed
with the Commission on November 20, 1998.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the effective date of this Registration
Statement and prior the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents (such documents and the documents listed
above are referred to as "Incorporated Documents"). Any statement contained in
the Incorporated Documents shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statements 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
The Common Stock of Registrant is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Daniel J. Barsky, Esq., whose opinion regarding the validity of the
securities offered hereby is filed as Exhibit 5.1 hereto, owns 14,125 shares of
the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, subject to
various exceptions and limitations, the Registrant may indemnify its directors
or officers if such director or officer 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 (including an action by
or in the right of the Registrant by reason of the fact that he is or was
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed 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
conduct was unlawful, except, in the case of an action by or in the right of the
Registrant to procure a judgment in its favor, as to any matter in which such
person shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty. The Registrant shall indemnify its directors or
officers to the extent that they have been successful on the merits or otherwise
in defense of any such action, suit or proceeding, or in the defense of any
claim, issue or matter therein, against expenses (including attorneys'
fees)actually and reasonably incurred by them in connection therewith. In
addition, Delaware law permits a corporation to limit or eliminate the liability
of a director to the corporation and its shareholders for negligent breaches of
such directors' fiduciary duties in certain circumstances. The foregoing
statement is qualified in its entirety by the detailed provisions of Sections
145 and 102 of the Delaware General Corporation Law.
The Registrant's Certificate of Incorporation and By-laws and
agreements with each of Registrant's officers and directors contain provisions
with respect to the indemnification of directors and officers which provide for
indemnification and limitation or elimination of liabilities to the full extent
provided by Delaware law as described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5.01 - Opinion of Daniel J. Barsky, Esq. as to the legality of securities
issued under the 1998 Directrix, Inc. Stock Incentive Plan and the
1998 Directrix, Inc. Stock Incentive Plan for Outside Directors,
including consent of such counsel.
10.11 - 1998 Directrix, Inc. Stock Incentive Plan. Incorporated by
reference to Exhibit 10.11 of the Registration Statement on Form
SB-2/A, Registration No. 333-664485, filed November 20, 1998
(the "Form SB-2/A").
10.12 - 1998 Directrix, Inc., Stock Incentive Plan for Outside Directors.
Incorporated by reference to Exhibit 10.12 of the Registration
Statement on Form SB-2/A.
23.01 - Consent of Grant Thornton L.L.P.
23.02 - Consent of Daniel J. Barsky, Esq. (included in Exhibit 5.01)
ITEM 9. UNDERTAKINGS
(A) The 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 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;
(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 paragraph (A)(1)(i) and (A)(1)(ii) 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 Securities
Exchange Act of 1934 that are incorporated by reference 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 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 the final
adjudication of such issue.
<PAGE>
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 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 New York, State of New York on June 6, 2000.
DIRECTRIX, INC.
By: /s/ J. ROGER FAHERTY
-------------------------
J. Roger Faherty,
Chairman of the Board &
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
/s/ Donald J. McDonald, Jr. Director & Date: June 6, 2000
--------------------------- President
Donald J. McDonald, Jr.
/s/ Rudy R. Miller Director Date: June 6, 2000
---------------------------
Rudy R. Miller
/s/ Richard Cohen Director Date: June 6, 2000
---------------------------
Richard Cohen
/s/ Leland H. Nolan Director Date: June 6, 2000
---------------------------
Leland H. Nolan
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/ Donald J. McDonald, Jr. Chief Date: June 6, 2000
-------------------------- Financial &
Donald J. McDonald, Jr. Accounting
Officer
<PAGE>
EXHIBIT INDEX
Exhibit Document
------- --------
5.01 - Opinion of Daniel J. Barsky, Esq. as to the legality of
securities issued under the 1998 Directrix, Inc. Stock
Incentive Plan and the 1998 Directrix, Inc. Stock Incentive
Plan for Outside Directors, including consent of such counsel.
23.01 - Consent of Grant Thornton L.L.P.
23.02 - Consent of Daniel J. Barsky, Esq. (included in Exhibit 5.01)
