<PAGE>
As filed with the Securities and Exchange Commission on September 12, 2000
Registration No. 000-28195
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENTERPRISES SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0232148
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
140 Wood Road, Suite 200, Braintree, MA 02184
(Address of principal executive offices) (Zip Code)
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ENTERPRISES SOLUTIONS, INC. 2000 RESTRICTED STOCK PLAN
(Full title of the plan)
-----------
John A. Solomon
Chairman of the Board and Chief Executive Officer
Enterprises Solutions, Inc.
140 Wood Road, Suite 200
Braintree, MA 02184
-----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Proposed Aggregate
Title of Securities Amount to Be Maximum Offering Offering Amount of
To Be Registered Registered Price Per Share Price* Registration Fee
------------------- ------------ ---------------- --------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 Par Value
Per Share 1,000,000 shs $5.688 $5,688,000 $1,581.26
------------------------------------------------------------------------------------------
</TABLE>
(*)Pursuant to Rule 457(h)(1), under the Securities Act of 1933, computed on the
basis of the average of the high and low prices of the Common Stock as reported
in the over-the-counter market on September 6, 2000
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1: PLAN INFORMATION.
Not applicable.
ITEM 2: REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Enterprise Solutions, Inc.,
a Nevada Corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), File No. 000-28195, are hereby incorporated by
reference in this Registration Statement:
1. Amendment No. 2 to the Company's Annual Report on Form 10-KSB under
the Exchange Act, as filed with the Commission on July 6, 2000.
1. The Company's registration statement on Form 10-SB under the
Exchange Act, as filed with the Commission on November 18, 1999, together with
Amendment No. 1 thereto, filed with the Commission on January 4, 2000.
In addition, all documents filed by the Company 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 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 made a part hereof from the date of the filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
Chapter 78 - Private Corporations of Title 7 of the Nevada Revised Statutes (the
"Act") including sections 78.751 and 78.7502, permits, in general, a Nevada
corporation to indemnify any person who was or is a party to an action or
proceeding by reason of the fact that he or she was a director or officer of the
corporation, or served another entity in any capacity at the request of the
corporation, against liability incurred in connection with such proceeding
including the estimated expenses of litigating the proceeding to conclusion and
the expenses, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof, if such person
acted in good faith, for a purpose he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation and, in criminal actions
or proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. The Act permits the corporation to pay in advance of a
final disposition of such action or proceeding the expenses incurred in
defending such action or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount as, and to the extent,
required by statute. The Act provides that the indemnification and advancement
of expense provisions contained in the Act shall not be deemed exclusive of any
rights to which a director or officer seeking indemnification or advancement of
expenses may be entitled.
The Company's By-Laws provide that each person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is an alleged action or
inaction in an official capacity or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Company to the fullest extent permitted by the laws of Nevada, as the same
exist or may hereafter be amended, against all costs, charges, expenses,
liabilities and losses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, the By-Laws provide that the
Company shall indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Company. The By-Laws provide that right to indemnification is a contract right
and includes the right to be paid by the Company the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if Nevada law requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
<PAGE>
only upon delivery to the Company of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified. The
Company may, by action of its Board of Directors, provide indemnification to
employees and agents of the Company with the same scope and effect as the
foregoing indemnification of directors and officers. Under the By-Laws, if a
claim under these indemnity provisions is not paid in full by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. The By-Laws provide that the Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Company or other corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such expense,
liability or loss under Nevada law.
The By-Laws further provide that the Company may enter into agreements with any
director, officer, employee or agent of the Company to the fullest extent
permitted by Nevada law.
The Company has purchased directors' and officers' liability insurance insuring
the Company's officers and directors against certain liabilities and expenses
incurred by such persons in such capacities. The Company has not entered into
separate indemnification agreements with any of its officers and directors.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibits
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4.1 Specimen Stock Certificate, incorporated by reference to Exhibit 4.1
to Amendment No. 1 the Company's Registration Statement on Form 10-SB
filed with the Commission on January 4, 2000.
4.2 Articles of Incorporation of the Company, as currently in effect,
incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 10-SB filed with the Commission on
November 18, 1999.
4.3 Amended and Restated By-Laws of the Company, incorporated herein
by reference to Exhibit 3.3 to Amendment No. 1 to the Company's
Annual Report on Form 10-KSB filed with the Commission on May 15,
2000.
4.4 Enterprises Solutions, Inc. 2000 Employee Stock Option Plan,
incorporated by reference to the Company's definitive Proxy
Statement, filed with the Commission on July 18, 2000.
<PAGE>
4.5* Enterprises Solutions, Inc. 2000 Restricted Stock Plan.
5.1* Opinion of Jackson & Campbell, P.C., counsel to the Company,
regarding the legality of the Common Stock being registered.
23.1* Consent of Van Buren & Hauke, LLC.
---------------------
* Filed herewith.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a) (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 this Registration Statement; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, as amended,
(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; 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 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) 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 registrant's Certificate of Incorporation or
By-Laws, by contract, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Braintree, Commonwealth of Masachusetts, on
September 12, 2000.
ENTERPRISES SOLUTIONS, INC.
(Registrant)
By: /s/ John A. Solomon
-------------------------
Name: John A. Solomon
Title: Chairman & Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated.
Signature Titles Date
--------- ------ ----
/s/ Alfred T. Saker Treasurer, Secretary September 12, 2000
------------------------ and Director
Alfred T. Saker
/s/ Charles E. Bobbish Director September 12, 2000
------------------------
Charles E. Bobbish
<PAGE>
INDEX TO EXHIBITS
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Exhibits
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4.1 Specimen Class A Stock Certificate, incorporated by reference to
Exhibit 4.1 to Amendment No. 1 the Company's Registration Statement
on Form 10-SB filed with the Commission on January 4, 2000.
4.2 Articles of Incorporation of the Company, as currently in effect,
incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 10-SB filed with the Commission on
November 18, 1999.
4.3 Amended and Restated By-Laws of the Company, incorporated herein by
reference to Exhibit 3.3 to Amendment No. 1 to the Company's Annual
Report on Form 10-KSB filed with the Commission on May 15, 2000.
4.4 Enterprises Solutions, Inc. 2000 Employee Stock Option Plan,
incorporated by reference to the Company's definitive Proxy
Statement, filed with the Commission on July 18, 2000.
4.5* Enterprises Solutions, Inc. 2000 Restricted Stock Plan.
5.1* Opinion of Jackson & Campbell, P.C., counsel to the Company,
regarding the legality of the Common Stock being registered.
23.1* Consent of Van Buren & Hauke, LLC.
---------------------
* Filed herewith.
EX-4.5
ENTERPRISES SOLUTIONS, INC.
2000 RESTRICTED STOCK PLAN
1. Purpose of the Plan
The purpose of the Enterprises Solutions, Inc. 2000 Restricted Stock
Plan is to provide for a plan pursuant to which the Board of Directors of
Enterprises Solutions, Inc., a Nevada corporation, can issue stock as
compensation for services rendered or to be rendered by eligible Participants
(as defined below).
<PAGE>
2. Definitions
Wherever the following capitalized terms are used in this Plan, they
shall have the meanings specified below:
(a) "Award" means a grant of Common Stock to a Participant under the
Plan including, without limitation, a Restricted Stock Award.
(b) "Award Agreement" means an agreement entered into between the
Corporation and a Participant setting forth the terms and conditions of an Award
granted to a Participant.
(c) "Board" means the Board of Directors of the Corporation.
(d) "Common Stock" means the common stock of the Corporation.
(e) "Corporation" means Enterprises Solutions, Inc., a Nevada
corporation.
(f) "Date of Grant" means the date on which an Award under the Plan is
made by the Board, or such later date as the Board may specify to be the
effective date of the Award.
(g) "Effective Date" means the Effective Date of this Plan, as defined
in Section 8.1 hereof.
(h) "Eligible Person" means any person who is an employee of or
consultant or advisor to the Corporation and who provides bona fide services for
the Corporation, where the services are not in connection with the offer or sale
of securities in a capital raising transaction and where the services do not
directly or indirectly promote or maintain a market for the Corporation's Common
Stock. In no case shall an Award be made under the Plan where the Common Stock
granted in the Award is not eligible for registration pursuant to Form S-8 (or
any successor form promulgated for the same general purposes by the Securities
and Exchange Commission) under the Securities Act of 1933, as amended.
(i) "Fair Market Value" of a share of Common Stock as of a given date
means the value as determined by the Board based on the recent trading history
of the Common Stock in the over-the-counter market or, if the Common Stock is
not traded in the over-the-counter market, the value as determined in good faith
by the Board.
(j) "Participant" means any Eligible Person who holds an outstanding
Award under the Plan.
(k) "Plan" means the Enterprises Solutions, Inc. 2000 Restricted Stock
Plan as set forth herein, as it may be amended from time to time.
(l) "Restricted Stock Award" means an award of restricted stock under
Section 6 hereof entitling a Participant to shares of Common Stock that are
nontransferable and subject to forfeiture until specific conditions established
by the Board are satisfied.
<PAGE>
3. Shares of Common Stock Subject to the Plan
3.1. Number of Shares. Subject to the following provisions of this
Section 3, the aggregate number of shares of Common Stock that may be issued
pursuant to all Awards under the Plan is 1,000,000 shares of Common Stock. The
shares of Common Stock to be delivered under the Plan will be made available
from authorized but unissued shares of Common Stock or issued shares that have
been reacquired by the Corporation. To the extent that any Restricted Stock
Award payable in Common Stock is forfeited, cancelled, returned to the
Corporation for failure to satisfy vesting requirements or upon the occurrence
of other forfeiture events, or otherwise terminates without payment being made
thereunder, shares of Common Stock covered thereby will no longer be charged
against the foregoing maximum share limitations and may again be made subject to
Awards under the Plan pursuant to such limitations.
3.2. Adjustments. If there shall occur any recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
distribution with respect to the shares of Common Stock, or other change in
corporate structure affecting the Common Stock, the Board may, in the manner and
to the extent that it deems appropriate and equitable to the Participants and
consistent with the terms of this Plan, cause an adjustment to be made in (i)
the maximum number and kind of shares provided in Section 3.1 hereof, (ii) the
performance targets or goals applicable to any outstanding Awards or (iii) any
other terms of an Award that are affected by the event.
4. Administration of the Plan
The Plan shall be administered by the Board. Subject to the express
limitations of the Plan, the Board shall have authority in its discretion to
determine the Eligible Persons to whom, and the time or times at which, Awards
may be granted, the number of shares subject to each Award, the time or times at
which an Award will become vested, the performance criteria, business or
performance goals or other conditions of an Award, and all other terms of the
Award. The Board shall also have discretionary authority to interpret the Plan,
to make all factual determinations under the Plan, and to make all other
determinations necessary or advisable for Plan administration. The Board may
prescribe, amend, and rescind rules and regulations relating to the Plan. All
interpretations, determinations, and actions by the Board shall be final,
conclusive, and binding upon all parties.
5. Eligibility and Awards
All Eligible Persons are eligible to be designated by the Board to
receive an Award under the Plan. The Board has authority, in its sole
discretion, to determine and designate from time to time those Eligible Persons
who are to be granted Awards, the types of Awards to be granted and the number
of shares subject to the Awards that are granted under the Plan. To the extent
not documented in a separate agreement, each Award will be evidenced by an Award
Agreement between the Corporation and the Participant that shall include such
terms and conditions (consistent with the Plan) as the Board may determine;
provided, however, that failure to issue an Award Agreement shall not invalidate
an Award.
<PAGE>
6. Restricted Stock Awards
6.1. Grant of Restricted Stock Awards. A Restricted Stock Award to a
Participant represents shares of Common Stock that are issued subject to such
restrictions on transfer and other incidents of ownership and such forfeiture
conditions as the Board may determine ("Restricted Shares"). In connection with
issuance of any Restricted Shares, the Board may (but shall not be obligated to)
require the payment of a specified purchase price (which price may be less than
Fair Market Value).
6.2. Vesting Requirements. The restrictions imposed on Restricted
Shares issued under a Restricted Stock Award shall lapse in accordance with the
vesting requirements specified by the Board in the Award Agreement, any other
agreement covering the Restricted Stock Award or the Board resolution
authorizing the Restricted Stock award.
6.3. Restrictions. Restricted Shares may not be transferred or assigned
(except by will or by the laws of descent and distribution), or subject to any
encumbrance, pledge or charge until all applicable restrictions are removed or
have expired, unless otherwise allowed by the Board. The Board may require the
Participant to enter into an escrow agreement providing that the certificates
representing the Restricted Shares will remain in the physical custody of an
escrow holder until all restrictions are removed or have expired.
6.4. Rights as a Stockholder. Subject to the foregoing provisions of
this Section 6, the Participant will have all rights of a stockholder with
respect to Restricted Shares held by him, including the right to vote the shares
and receive all dividends and other distributions paid or made with respect
thereto.
7. General Provisions
7.1. Securities Laws. No shares of Common Stock will be issued or
transferred pursuant to an Award unless and until all then applicable
requirements imposed by federal and state securities and other laws, rules and
regulations and by any regulatory agencies having jurisdiction, and by any stock
exchanges upon which the Common Stock may be listed, have been fully met. As a
condition precedent to the issuance of shares pursuant to an Award, the
Corporation may require the Participant to take any reasonable action to meet
such requirements. The Board may impose such conditions on any shares of Common
Stock issuable under the Plan as it may deem advisable, including, without
limitation, restrictions under the Securities Act of 1933, as amended, under the
requirements of any stock exchange upon which such shares of the same class are
then listed, and under any blue sky or other securities laws applicable to such
shares.
7.2. Tax Withholding. The Participant shall be responsible for payment
of any taxes or similar charges required by law to be withheld from an Award or
an amount paid in satisfaction of an Award, which shall be paid by the
Participant on or prior to the payment or other event that results in taxable
income in respect of an Award. The Award Agreement shall specify the manner in
which the withholding obligation shall be satisfied with respect to the
particular type of Award.
7.3. Plan Binding on Transferees. The Plan shall be binding upon the
Corporation, its transferees and assigns, and the Participant, his executor,
administrator and permitted transferees and beneficiaries.
<PAGE>
7.4. Construction and Interpretation. Whenever used herein, nouns in
the singular shall include the plural, and the masculine pronoun shall include
the feminine gender. Headings of Sections and paragraphs hereof are inserted for
convenience and reference and constitute no part of the Plan.
7.5. Severability. If any provision of the Plan or any Award Agreement
shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.
7.6. Governing Law. The validity and construction of this Plan and of
the Award Agreements shall be governed by the laws of the State of Nevada.
8. Effective Date, Termination and Amendment
8.1. Effective Date. The Plan shall become effective on the date of its
adoption by the Board.
8.2. Termination. The Plan shall terminate on the date immediately
preceding the tenth anniversary of the date the Plan is adopted by the Board.
The Board may, in its sole discretion and at any earlier date, terminate the
Plan. Notwithstanding the foregoing, no termination of the Plan shall adversely
affect any Award theretofore granted without the consent of the Participant or
the permitted transferee of the Award.
8.3. Amendment. The Board may at any time and from time to time and in
any respect, amend or modify the Plan. No amendment or modification of the Plan
shall adversely affect any Award theretofore granted without the consent of the
Participant or the permitted transferee of the Award.
