As filed with the Securities and Exchange Commission on May 31,
2000.
Registration No. 333-__________
=================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
ASD SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Texas 75-2737041
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3737 Grader Street, Suite 110
Garland, Texas 75041
(Address of Principal Executive Offices) (Zip Code)
--------------------
1999 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
---------------------
David E. Bowe Copy to:
President and Chief Financial Officer J. David Washburn, Esq.
ASD SYSTEMS, INC. ARTER & HADDEN LLP
3737 Grader Street, Suite 110 1717 Main Street, Suite 4100
Garland, Texas 75041 Dallas, Texas 75201-4605
(Name and address of (214) 761-2100
agent for service)
(214) 348-7200
(Telephone number,
including area code,
of agent for service)
_____________________
CALCULATION OF REGISTRATION FEE
==================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered(1) Share Price (2) Fee
-------------------------------------------------------------------
Common 1,300,000 (2) $3,331,250 $880.00
Stock shares
$.0001 par
value
___________________________________________________________________
(1) Relates only to additional shares registered hereby and
does not include the amount of the registration fee previously
paid in connection with the 1,200,000 shares of Common Stock
previously registered by that Registration Statement on Form S-8
filed with the Commission on December 22, 1999 (Reg. No. 333-
93403).
(2) Estimated pursuant to Rules 457(c) and (h) and General
Instruction E to Form S-8 solely for the purpose of calculating
the registration fee based on the average of the high and low
sales prices as reported on the Nasdaq Stock Market's National
Market on May 31, 2000.
================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose
of increasing the number of shares of the Registrant's common
stock issuable pursuant to the same plan for which a Registration
Statement of the Registrant on Form S-8 is currently effective.
The Registrant's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on December 22, 1999
(No. 333-93403) is hereby incorporated by reference.
<PAGE>
Item 8. Exhibits.
Exhibit Description
------- -----------
4.1 1999 Long-Term Incentive Plan for ASD
Systems, Inc., as amended (filed as
Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (Reg.
Statement No. 333-93403) and incorporated
herein by reference)
5.1 Opinion of Arter & Hadden LLP as to the
legality of the securities being
registered (filed herewith)
23.1 Consent of Arter & Hadden LLP (included
in their opinion filed as Exhibit 5.1)
(filed herewith)
23.2 Consent of Ernst & Young LLP (filed
herewith)
[Signature Page Follows]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all 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 Garland, Texas, on May 31, 2000.
ASD SYSTEMS, INC.
By: /s/ DAVID E. BOWE
--------------------------------
David E. Bowe
President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on May 31,
2000.
Signature Title
--------------------- --------------------------------
/s/ NORMAN CHARNEY Chairman of the Board and Chief
--------------------- Executive Officer
Norman Charney (Principal Executive Officer)
/s/ DAVID E. BOWE President, Chief Financial
---------------------- Officer and Director
David E. Bowe (Principal Financial and
Accounting Officer)
/s/ JONATHAN R. BLOCH Director
----------------------
Jonathan R. Bloch
Director
----------------------
Alan E. Salzman
Director
----------------------
Paul G. Sherer
/s/ KEVIN P. YANCY Director
----------------------
Kevin P. Yancy
<PAGE>
EXHIBIT INDEX
---------------
Exhibit Description
------- -------------------------------------------
4.1 1999 Long-Term Incentive Plan for ASD
Systems, Inc., as amended (filed as Exhibit
4.1 to the Registrant's Registration
Statement on Form S-8 (Reg. Statement No.
333-93403) and incorporated herein by
reference)
5.1 Opinion of Arter & Hadden LLP (filed
herewith)
23.1 Consent of Arter & Hadden LLP (included in
their opinion filed as Exhibit 5.1) (filed
herewith)
23.2 Consent of Ernst & Young LLP (filed
herewith)
