As filed with the Securities and Exchange Commission on October 26, 2000.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PICK-UPS PLUS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 31-12440524
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(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification
No.)
5181 Natorp Boulevard, Suite 530 Mason, Ohio 45040
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(Address of Principal Executive Offices) (Zip Code)
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CONSULTING SERVICES CONTRACT WITH MARK DESTEFANO
AND WITH ROBERT HORNE
(Full Title of Plan)
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John Fitzgerald
Chief Executive Officer
5181 Natorp Boulevard
Mason, Ohio 45040
(Name and Address of agent for service)
(513) 398-4344
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(Telephone Number, including area code, of agent for service)
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Copy to:
Seth A. Farbman, P.C.
Seth A. Farbman
138-54 Jewel Avenue
Flushing, NY 11367
(718) 261-4327
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT PRICE FEE (2)
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Common Stock, 1,000,000 shares $0.255 $255,000 $68.00
par value
$.001 per share
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(1) This Registration Statement relates to 1,000,000 shares of the
Registrant's Common Stock, par value $.001 per share, to be issued upon
conversion of certain warrants granted pursuant to the terms of the
Consulting Services Contracts with Mark DeStefano and with Robert Horne.
(2) Pursuant to Rule 457(c) of the Securities Act of 1933 (the
"Securities Act") the registration fee is calculated on the basis of the
average of the bid and ask prices for the Common Stock as quoted on the
Over-the-Counter Bulletin Board on October 20, 2000, $.255
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act, and are incorporated herein by
reference.
ITEM 1. PLAN INFORMATION
The information required to be provided pursuant to this Item to
the individual participants, Mark DeStefano and Robert Horne, is set
forth in the consulting services contract with Mark DeStefano and in the
consulting services contract with Robert Horne, dated October 23, 2000
(the "Consulting Services Contracts"). See Exhibits 4.1 and 4.2.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Written statement required to be provided to participants pursuant
to this Item 2:
We will provide without charge to each participant in the
Consulting Services Contracts, upon written or oral request of such
person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated
by reference pursuant to this Registration Statement. Requests may be
forwarded to Pick-Ups Plus, Inc., John Fitzgerald, 5181 Natorp
Boulevard, Mason, Ohio 45040, (513)398-4344.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the following documents filed by PICK-UPS PLUS,
INC., a Delaware corporation ("Pick-Ups Plus" or the "Registrant"), with
the Securities and Exchange Commission (the "Commission") are hereby
incorporated into this registration statement ("Registration Statement")
by reference:
(i) Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999 filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"); and
(ii) Registrant's quarterly reports on Form 10-QSB for the quarters
ended March 31, 2000 and June 30, 2000.
All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing
date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which registers 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 such documents. We will provide without charge to each
participant in the written compensation contracts, upon written or oral
request of such person, a copy (without exhibits, unless such exhibits
are specifically incorporated by reference) of any or all of the
documents incorporated by reference pursuant to this Item 3.
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 Company's Certificate of Incorporation provides that the
Company shall indemnify its directors provided that such indemnification
shall not eliminate or limit the liability of a director (a) for any
breach of the director's duty or loyalty to the corporation or its
stockholders, (b) for acts of omission not in good faith or which
involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law ("DGCL"), or (d) for
any transaction from which the director derived an improper personal
benefit.
Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents
against expenses (including attorney's fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties
by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers,
employees or agents acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had
no reason to believe their conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, indemnification may be
made only for expenses actually and reasonably incurred by directors,
officers, employees or agent in connection with the defense or
settlement of an action or suit, and only with respect to a matter as to
which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to
the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers,
employees or agents are fairly and reasonably entitled to indemnify for
such expenses despite such adjudication of liability.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended ("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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
3. 1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
SB2 as filed with the Commission on May 11, 1999).
3.2 Certificate of Amendment of the Certificate of Incorporation
of the Company (filed as Exhibit 3.b to the Company's
Registration Statement on Form SB2 as filed with the
Commission on May 11, 1999).
3.3 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form SB2-A as filed with the
Commission on July 7, 1999).
4.1 Consulting Services Contract dated October 23, 2000 between
Pick Ups Plus, Inc. and Mark DeStefano(filed herewith).
4.2 Consulting Services Contract dated October 23, 2000 between
Pick Ups Plus, Inc. and Robert Horne (filed herewith).
5.1 Opinion of Seth A. Farbman, P.C. (filed herewith).
23.1 Consent of Lazar, Levine & Felix LLP, Certified Public
Accountants(filed herewith).
23.2 Consent of Seth A. Farbman, P.C. (Included in Exhibit 5.1).
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ITEM 9. UNDERTAKINGS
(a) UNDERTAKING TO UPDATE
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:
(i) include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) 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 in the
Registration Statement; and
(iii) 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) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (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 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) UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
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 that is incorporated by reference in
this 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) UNDERTAKING WITH RESPECT TO INDEMNIFICATION
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
Securities and Exchange 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.
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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 Mason, State of
Ohio, on this 24th day of October, 2000.
PICK-UPS PLUS, INC.
By: /s/ John Fitzgerald
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John Fitzgerald
CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities indicated and on this 24th day of October, 2000.
SIGNATURE TITLE
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/s/ John Fitzgerald Chief Executive Officer and Chairman
---------------------------------- of the Board (principal executive
John Fitzgerald officer)
/s/ Robert White Chief Accounting Officer, (principal
----------------------------------- accounting officer)
Robert White
/s/ Erin Shueler Treasurer
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Erin Shueler
/s/ Joe Lamble Director
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Joe Lamble
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Incorporation of the Company (filed as
Exhibit 3.a to the Company's Registration Statement on Form
SB2 as filed with the Commission on May 11, 1999).
3.2 Certificate of Amendment of the Certificate of Incorporation
of the Company (filed as Exhibit 3.b to the Company's
Registration Statement on Form SB2 as filed with the
Commission on May 11, 1999).
3.3 Bylaws of the Company(filed as Exhibit 3.c to the Company's
Registration Statement on Form SB2-A as filed with the
Commission on July 7, 1999).
4.1 Consulting Services Contract dated October 23, 2000 between
Pick Ups Plus, Inc.(filed herewith).
4.2 Consulting Services Contract dated October 23, 2000 between
Pick Ups
Plus, Inc. and Robert Horne (filed herewith).
5.1 Opinion of Seth A. Farbman, P.C. (filed herewith).
23.1 Consent of Lazar, Levine & Felix LLP, Certified Public
Accountants (filed herewith).
23.2 Consent of Seth A. Farbman, P.C. (Included in Exhibit 5.1).
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