As filed with the Securities and
Exchange Commission on April 12,
2000 Registration No. 33-86479
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
eSAFETYWORLD, Inc.
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Exact name of Registrant as specified in its charter
Nevada 11-3496415
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(State or other Jurisdiction of (I.R.S. Employer Identifi-
Incorporation or Organization) cation Number)
100-31 S. Jersey Avenue, Setauket, New York 11733
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(Address of principal executive offices, including Zip Code)
Stock Option Plan
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(Full title of the plan)
Edward A. Heil, President
100-31 S. Jersey Avenue, Setauket, New York 11733
(516) 244-1454
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(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Steven Schuster, Esq.
McLaughlin & Stern, LLP
260 Madison Avenue
New York, New York 10016
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maxi mum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(2) Registration Fee
Common Stock,
$.001 Par Value 450,000 $6.00 $2,700,000 $712.80
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(1) Pursuant to Rule 416, the Registration Statement also relates to an
indeterminate number of additional shares to be offered or sold under the
employee benefit plan described herein.
(2) Pursuant to Rule 457 (h) , the offering price of such shares is estimated
solely for the purpose of determining the registration fee. This Registration
Statement, including all exhibits and attachments, contains 11 pages. The
exhibit index may be found on page 9 of the Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will
be sent or given to individuals who have been or will be granted awards by the
Registrant and are not being filed with, or included in, this Registration
Statement in accordance with the rules and regulations of the Commission.
The Plan provides a means whereby employees, officers, directors,
consultants and independent contractors ("Qualified Grantees") may acquire the
Common Stock of the Company pursuant to grants of (i) Incentive Stock Options
("ISOs") whereby Qualified Grantees may purchase shares of Common Stock; (ii)
nonqualified stock options whereby Qualified Grantees may purchase shares of
Common Stock; and (iii) Stock Appreciation Rights ("SARs") whereby Qualified
Grantees may acquire the right to participate in the appreciation of the Common
Stock. A summary of the significant provisions of the Plan is set forth below. A
copy of the full Plan is attached as Exhibit 4.2 to the Company's Registration
Statement on Form SB-2 declared effective on February 18, 2000, and the
following summary is subject to the provisions of such Exhibit.
The Plan shall be administered by a committee of the Board of
Directors (the "Committee"), all of whose members are "non-employee directors"
as that term is defined in Rule 16b-3(d)(3) of the General Rules and Regulations
under the Securities Exchange Act of 1934, consisting of two directors appointed
by, and who serve at the pleasure of, the Board of Directors. Subject to the
express terms of the Plan, the Committee has the sole discretion to determine to
whom among those eligible the time or times at which awards, options and/or
Stock Appreciation Rights may be awarded or exercised and the purchase price per
share subject to each Employee Option. In making such determinations the
Committee may take into account the nature and period of service of Qualified
Grantees, their level of compensation, their past, present and potential
contributions to the Company and such other factors as the Committee in its
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discretion deems relevant. The Committee may amend, suspend, or terminate the
Plan at any time, except that no amendment may be adopted without the approval
of shareholders which would (i) increase the benefits accruing to participants
under the Plan; (ii) materially increase the number of securities which may be
issued under the Plan; or (iii) change the eligibility requirements for
participation in the Plan. Unless terminated earlier by the Board of Directors,
the Plan will terminate on June 30, 2009.
Subject to adjustments resulting from changes in capitalization, no
more than 450,000 shares of Common Stock may be issued pursuant to the grant of
shares or exercise of options or SARs. Under certain circumstances involving a
change in the number of shares of Common Stock without the receipt by the
Company of any consideration therefor, such as a stock split, stock
consolidation or payment of a stock dividend, the class and aggregate number of
shares of Common Stock in respect of which options may be granted under the
Plan, the class and number of shares subject to each outstanding option and the
option price per share will be proportionately adjusted. In addition, if the
Registrant is involved in a merger, consolidation, dissolution or liquidation,
the options or SARs granted under the Plan will be adjusted or, under certain
conditions, will terminate, subject to the right of the option holder or SARs
holder to exercise his option or stock appreciation right or a comparable option
substituted at the discretion of the Registrant prior to such event. An option
or SAR may not be transferred other than by will or by laws of descent and
distribution, and during the lifetime of the option holder may be exercised only
by such holder. If any option expires or terminates for any reason, without
having been exercised in full, the un-purchased shares subject to such option
will be available again for purposes of the Plan.
Subject to the provisions of the Plan, the Committee shall have full
and final authority to select those individuals who are eligible to receive
options pursuant to the Plan, the terms and conditions of which shall be set
forth in an option agreement between the Registrant and the optionee. The terms
and exercise price of each grant, option or SAR are determined by the Committee,
but may not be less than 100 percent of fair market value (110% for 10% or
greater shareholders) with respect to the grant of ISOs.
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item and
a copy of all documents referenced below which are incorporated by reference in
Item 3 or Part II of this registration statement (the "Registration Statement")
will be sent or given to individuals who have been granted or will be granted
awards under the Plan by eSAFETYWORLD, Inc., a Nevada corporation upon written
or oral request, without charge. Such documents are incorporated by reference in
the Section 10(a) prospectus and shall be provided without charge. Any such
other documents required to be provided to participants pursuant to Rule 424(b)
of the Securities Act of 1933 (the "Act") shall likewise be provided without
charge upon written or oral request made to Edward A. Heil, 100-31 South Jersey
Avenue, Setauket, NY 11733.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a) The description of the shares of common stock, par value $.001
per share ("the Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission on February 15, 2000 (File
number O-29511) pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which incorporates by reference the
description of the shares of Common Stock contained in the Registration
Statement on Form SB-2 (File Number 33- 86479) declared effective by the
Commission on February 18, 2000.
(b) The Registrant's Registration Statement on Form SB-2 (File Number
33-86479).
(c) All reports subsequently filed by the Registrant pursuant to
sections 13(a), 13 (c), 14 or 15 (d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment, which indicate
that all securities offered have been sold or which registers all such
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated be 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
The description of the shares of common stock, par value $.001 per
share ("the Common Stock"), contained in Registrant's Registration Statement on
Form 8-A filed with the Commission on February 15, 2000 (File number O-29511)
pursuant to Section 12(g) of the Exchange Act, which incorporates by reference
the description of the shares of Common Stock contained in the Registration
Statement on Form SB-2 (File Number 33-86479. Such shares are traded on the
Boston Stock Exchange under the symbol "EFY."
A maximum of 450,000 shares of Common Stock may be issued pursuant
to the Plan.
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Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock being offered hereby will be passed upon
for the Company by McLaughlin & Stern, LLP, New York, New York. Mr. Steven
Schuster, a member of the firm, is a director of the Company. Mr. Schuster is
the holder of 100,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
The statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, director or officer of eSAFETYWORLD, Inc.,
is insured or indemnified in any manner against any liability which he or may
incur in his or her capacity as such, is as follows: (a) Subsection (1) of
Section 78.751 of the Nevada Corporation Law empowers a corporation to
"indemnify any person who 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, except an action by or in the right
of the corporation, 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 expenses,
including attorneys' fees, judgments, 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 cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of 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."
Subsection (2) of Section 78.751 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 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 amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with the defense or
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
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brought or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnify for such expenses as the court deems proper."
Subsection 78.751(3) further provides that "to the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter herein, he must
be indemnified by the corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."
(b) Article XII of the Registrant's Amended Articles of Incorporation
provides that the Registrant shall indemnify directors, officers, employees and
agents to the full extent allowed for under the Nevada Business Corporation Act.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO HE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT IS THEREFORE
UNENFORCEABLE.
In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by a director, officer or controlling person of 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 of 1933, as amended, and will be governed by the
final adjudication of such issue.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Certificate of Incorporation
4.2 By-Laws
4.3 Form of Common Stock Certificate
4.4 1999 Stock Incentive Plan
5.1 Opinion of McLaughlin & Stern, LLP
23.1 Consent of Eichler Bergsman & Co., LLC., independent certified
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public accountants
23.2 Consent of McLaughlin & Stern, LLP (included in Exhibit 5.1).
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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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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 hereby which remain unsold at
the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein.
(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 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 Common Stock
being registered, the Registrant will, unless in the opinion of 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 Village of Setauket, State of New York, on the 12th day of
April 2000.
eSAFETYWORLD, Inc.
By:/s/ Edward A. Heil
Edward A. Heil, President
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.
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Name Title Date
/s/Edward A. Heil Chairman, President April 12, 2000
/s/R. Bret Jenkins CFO, Secretary, Director April 12, 2000
/s/Steven W. Schuster Director April 12, 2000
/s/Bridget C. Owens Director April 12, 2000
_______________________ Director
John C. Dello-Iacono
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Certificate of Incorporation of Registrant*
4.2 By-laws of Registrant*
4.3 Form of Common Stock Certificate*
4.4 1999 Stock Incentive Plan*
5.1 Opinion of McLaughlin & Stern, LLP. (filed herewith)
23.1 Consent of Eichler Bergsman & Co., LLC., independent certified public
accountants (filed herewith)
23.2 Consent of McLaughlin & Stern, LLP. (included in Exhibit 5.1)
* Incorporated by reference to the Registrant's Registration Statement on Form
SB-2, registration number 333-86479.
EXHIBIT 5.1
McLaughlin & Stern, LLP
260 Madison Avenue, 18th Floor
New York, New York 10016
April 12, 2000
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by eSAFETYWORLD, Inc.
(the "Company') with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, on or about the date hereof. The
Registration relates to the registration of 450,000 shares ("Shares") of Common
Stock, par value $.001 per share issuable upon exercise of stock options
("Options") to be granted pursuant to the Company's 1999 Stock Incentive Plan.
We hereby advise you that we have examined originals or copies
certified to our satisfaction of the Certificate of Incorporation and amendments
thereto and the By-Laws and amendments thereto of the Company, minutes of the
meetings of the Board of Directors and Shareholders and such other documents and
instruments, and we have made such examination of law as we have deemed
appropriate as the basis for the opinions hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing under the laws of Nevada.
2. Based upon the foregoing, we are of the opinion that when
issued and paid for in accordance with the terms of the Options, the Shares
pursuant to the 1999 Stock Incentive Plan will be duly authorize, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the use of our name therein and in the related
prospectus.
Very truly yours,
/s/McLaughlin & Stern, LLP
EXHIBIT 23.1
Eichler Bergsman & Co., LLP Gilbert Bergsman
Certified Public Accountants Paul Eichler
404 Park Avenue South, New York, New York 10016 Richard M. Plutzer
Tel 212-447-9007 Michael E. Silverman
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of eSAFETYWORLD, Inc.
We consent to the reference to our firm in the Registration Statement (Form S-8)
of eSafetyworld, Inc.
/s/Eichler Bergsman & Co., LLP
New York, New York
April 12, 2000
