<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
U.S. TRANSPORTATION SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
33 West Main Street
Elmsford, New York 10523
(address of principal executive
office including zip code)
Nevada 34-1397328
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
U.S. Transportation Systems, Inc.
Employee Stock and Stock Option Plan
(full title of plan)
--------------------
Mr. Michael Margolies
President
33 West Main Street
Elmsford, New York 10523
(914) 345-3339
(Name, address and telephone number of agent for service)
With Copies To:
Felice F. Mischel, Esq.
Schneck Weltman Hashmall & Mischel LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 956-1500
----------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed Proposed
Each Class Maximum Maximum Amount of
of Securities Amount of Offering Aggregate Regis-
To Be Shares To Be Price Per Offering tration
Registered Registered(1) Security(1) Price(1) Fee
- ----------- -------------- ----------- -------- ----------
<S> <C> <C> <C> <C>
Common Stock 2,000,000(1) $1.9375 $3,875,000 $1,291.67
(par value $.01)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) based on the average of
the high and low prices of the Common Stock as reported on the Nasdaq SmallCap
Stock Market on October 15, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Plan Information.
(a) 1. The Name of the Plan is the U.S. Transportation Systems, Inc.
Employee Stock and Stock Option Plan.
2. The purpose of the Plan is to attract and retain highly
qualified employees and consultants to the Company
3. The Plan is not subject to the provisions of ERISA
4. Participants may receive additional information about the
Plan from Terry A. Watkins, Chief Financial Officer, U.S. Transportation
Systems, Inc., 33 West Main Street, Elmsford, New York 10523. Telephone number
(914) 345-3339.
(b) 1. The securities offered pursuant to the Plan consist of Common
Stock, par value $.01 per share and Options of varying expirations to purchase
Common Stock. There are a total of 2,000,000 Options or shares of Common Stock
available for grant under the Plan.
(c). Employees and consultants may participate in this Plan at the
discretion of the Board of Directors.
(d)-(j) Not Applicable
Item 2. Registrant Information and Employee Plan Annual Information.
Not Applicable
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities Exchange Commission
(the "Commission") are incorporated in this Registration Statement by
reference:
(1) Form 10-KSB/A for the year ended December 31, 1995, Commission File
number 0-16140.
(2) Forms 10-QSB/A for the periods ended March 31, 1996 and June 30,
1996, Commission File number 0-16140.
All documents subsequently filed by the Company pursuant to Sections 12(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
1
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities registered hereby is being passed upon
for the Company by Schneck Weltman Hashmall & Mischel LLP, 1285 Avenue of the
Americas, New York, New York 10019.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the General Corporation Law of the State of Nevada
provides to that a director of the Corporation shall not be liable to the
Corporation or its stockholder for monetary damages for breach of fiduciary
duty of a director.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Employee Stock and Stock Option Plan.
5.1 Opinion of Counsel.
23.1 Consent of Mahoney Cohen Rashba & Pokart, CPA, PC
23.2 Consent of Moore Stephens, P.C.
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page).
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1993, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 this is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
2. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
2
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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;
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 paragraphs 2 (a)(1)(i) and 2 (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 Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.
(b) 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 herein,
and the offering of such securities that at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
3. 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.
3
<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 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 Elmsford, State of New
York, on October 15, 1996.
U.S. TRANSPORTATION SYSTEMS, INC.
By: /s/MICHAEL MARGOLIES By: /s/TERRY A. WATKINS
-------------------- -------------------
Michael Margolies Terry A. Watkins
President and Chief Financial Officer
Chief Executive Officer (Principal Financial or Accounting
Officer)
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Margolies and Terry A. Watkins,
jointly and severally, as his true and lawful attorney-in-fact and agent, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each said attorney-in-fact or agent or substitute lawfully
does or causes to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the date indicated.
Signature Capacity in Which Signed Date
- --------- ------------------------ ----
/s/MICHAEL MARGOLIES President and Chief October 15, 1996
- ------------------------ Executive Officer
Michael Margolies
/s/JAY OWEN MARGOLIES Director October 15, 1996
- ------------------------
Jay Owen Margolies
/s/K. THOMAS WEGERBAUER Director October 15, 1996
- ------------------------
K. Thomas Wegerbauer
Director
- ------------------------
Robert I. Blackman
4
<PAGE>
- ------------------------- Director
Stanley Chason
/s/TERRY A. WATKINS Chief Financial Officer October 15, 1996
- ------------------------- and Secretary (Principal
Terry A. Watkins Accounting and Financial
Officer)
5
<PAGE>
EXHIBIT 4.1
U.S. TRANSPORTATION SYSTEMS, INC.
EMPLOYEE STOCK AND STOCK OPTION PLAN
1. PURPOSES
The purpose of the U.S. Transportation Systems, Inc. Employee Stock
and Stock Option Plan (the "Plan") is to aid U.S. Transportation Systems, Inc.
and its "subsidiaries" (as defined under the federal securities laws) (together
the "Company") in attracting and retaining highly capable employees and
consultants and to enable selected key employees and consultants or other
representatives of the Company to acquire or increase ownership interest in the
Company on a basis that will encourage them to perform at increasing levels of
effectiveness and use their best efforts to promote the growth and
profitability of the Company. Consistent with these objectives, this Plan
authorizes the granting to selected key employees and consultants of options to
acquire shares of the Company's Common Stock, par value $.01 per share ("Common
Stock") or the granting of Common Stock, pursuant to the terms and conditions
hereinafter set forth.
Securities granted hereunder may include (i) "Non-Qualified Options"
(which term, as used herein, shall mean options that are not intended to be
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code (the "Code")), and (ii) restricted and unrestricted stock grants.
Options or grants of Common Stock for no more than an aggregate of 2,000,000
shares of Common Stock may be granted under this Plan.
2. EFFECTIVE DATE
This Plan shall become effective on September 20, 1996 (the "Effective
Date").
3. ADMINISTRATION
(a) This Plan shall be administered by the Board of Directors or a
committee (the "Committee") of the Board of Directors of the Company (the
"Board of Directors"), who are selected by the Board of Directors. All
Committee members shall serve, and may be removed, at the pleasure of the Board
of Directors.
(b) A majority of the members of the Committee (but not less than two)
shall constitute a quorum, and any action taken by a majority of such members
present at any meeting at which a quorum is present, or acts approved in
writing by all such members, shall be the acts of the Committee.
(c) Subject to the other provisions of this Plan, the Board or the
Committee shall have full authority to decide the date or dates on which shares
of Common Stock or options (the "Options") to acquire shares of Common Stock
will be granted under this Plan (the "Date of Grant"), to select the key
employees to whom the Common Stock or the Options will be granted and to
determine the number of shares of Common Stock to be granted or covered by each
Option, an with respect to Options granted, the price at which such shares may
be purchased upon the exercise of such option (the "Option Exercise Price") and
other terms and conditions of such purchase. The granting of shares of Common
Stock to any employee or consultant may include terms and provisions, including
but not limited to those which have the effect of a guaranty of the amount of
the proceeds from any subsequent sale of the Common Stock, or otherwise. In
making those determinations, the Board or the Committee shall solicit the
recommendations of the President and Chairman of the Board of the Company and
may take into account the key employee's present and potential contributions to
the Company's business and any other factors which the Committee may deem
relevant. Provided,
<PAGE>
however, that any such determinations shall be made subject to and in
compliance with, the rules and regulations promulgated by the Securities and
Exchange Commission and any exchange on which the Company's securities are then
traded. Subject to the other provisions of this Plan, the Board or the
Committee shall also have full authority to interpret this Plan and any stock
option agreements evidencing Options granted hereunder, to issue rules for
administering this Plan, to change, alter, amend or rescind such rules, and to
make all other determinations necessary or appropriate for the administration
of this Plan. All determinations, interpretations and constructions made by the
Committee pursuant to this Section 3 shall be final and conclusive. No member
of the Board of Directors or the Committee shall be liable for any action,
determination or omission taken or made in good faith with respect to this Plan
or any Option granted hereunder.
4. ELIGIBILITY
Subject to the provisions of Section 7 below, key employees of the
Company (including officers and directors who are employees) and consultants
and other representatives of the Company shall be eligible to receive Options
or grants of Common Stock under this Plan.
5. OPTION SHARES
(a) The shares subject to Options granted under this Plan shall be
shares of Common Stock. If an Option expires, terminates or is otherwise
surrendered, in whole or in part, the shares allocable to the unexercised
portion of such Option shall again become available for grants of Options
hereunder. As determined from time to time by the Board of Directors, the
shares available under this Plan for grants of Options may consist either in
whole or in part of authorized but unissued shares of Common Stock or shares of
Common Stock which have been reacquired by the Company or a subsidiary
following original issuance.
(b) The aggregate number of shares of Common Stock as to which Options
may be granted hereunder, as provided in Subsection 5(a) above, the number of
shares covered by each outstanding Option and the Option Exercise Price shall
be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split or other subdivision
or consolidation of shares or other capital adjustment, or the payment of a
stock dividend; provided, however, that any fractional shares resulting from
any such adjustment shall be eliminated.
6. TERMS AND CONDITIONS OF GRANTS
The Board or the Committee may, in its discretion, grant to a key
employee or consultant only Options, only shares of Common Stock, or a
combination of both. Each Option granted pursuant to this Plan shall be
evidenced by a stock option agreement between the Company and the recipient to
whom the option is granted (the "Optionee") in such form or forms as the
Committee, from time to time, shall prescribe, which agreements need not be
identical to each other but shall comply with and be subject to the following
terms and conditions:
(a) Option Exercise Price. The Option Exercise Price at which each
share of Common Stock may be purchased pursuant to an Option shall be
determined by the Board or the Committee. Anything contained in this Section
6(a) to the contrary notwithstanding, in the event that the number of shares of
Common Stock subject to any Option is adjusted pursuant to Section 5(b) above,
a corresponding adjustment shall be made in the Option Exercise Price per
share.
2
<PAGE>
(b) Duration of Options. The duration of each Option granted hereunder
shall be determined by the Board or the Committee, except that each Option
granted hereunder shall expire and all rights to purchase shares of Common
Stock pursuant thereto shall cease one day before the tenth anniversary of the
Date of Grant of such Option (in each case, the "Expiration Date").
(c) Vesting of Grants or Options. The vesting of each Option or share
of Common Stock granted hereunder shall be determined by the Board or the
Committee. Only such vested portions of Options may be exercised. Only such
vested portions of grants of Common Stock may be disposed of.
(d) Merger, Consolidation, etc. In the event the Company shall,
pursuant to action by its Board of Directors, at any time propose to merge
into, consolidate with, or sell or otherwise transfer all or substantially all
of its assets to, another corporation and provision is not made pursuant to the
terms of such transaction for (i) the assumption by the surviving, resulting
from acquiring corporation of outstanding Options, (ii) the substitution
therefor of new options granting reasonably similar rights and privileges, or
(iii) the payment of cash or other consideration in respect thereof, the Board
or the Committee shall cause written notice of the proposed transaction to be
given to each Optionee not less than 30 days prior to the announced anticipated
effective date of the proposed transaction, and the Board or the Committee
shall specify in such notice a date, which date shall be not less than 10 days
prior to the announced anticipated effective date of the proposed transaction.
(e) Exercise of Options. A person entitled to exercise an Option, or
any portion thereof, may exercise it (or such vested portion thereof) in whole
at any time, or in part from time to time, by delivering to the Company at its
principal office, directed to the attention of its Chairman, President or such
other duly elected officer as shall be designated in writing by the Board or
the Committee to the Optionee, written notice specifying the number of shares
of Common Stock with respect to which the Option is being exercised, together
with payment in full of the Option Exercise Price for such shares. Such payment
shall be made in cash or by certified check or bank draft to the order of the
Company; provided, however, that the Board or the Committee may, in its sole
discretion, authorize such payment, in whole or in part, in any other form,
including payment by personal check or by the exchange of shares of Common
Stock of the Company previously acquired by the person entitled to exercise the
Option and having a fair market value on the date of exercise equal to the
price for which the shares of Common Stock may be purchase pursuant to the
Option, or pursuant to a cashless exercise of the option.
(f) Transferability. Options shall not be transferable other than by
will or the laws of descent and distribution and an Option may not be exercised
by anyone other than the Optionee; except that if the Optionee dies or becomes
incapacitated, the Option may be exercised by his or her estate, legal
representative or beneficiary, as the case may be, subject to all other terms
and conditions contained in this Plan.
(g) Termination of Employment or Services. The following rules shall
apply in the event of an Optionee's termination of employment or services with
or for the Company; if not otherwise specified in an employment, consulting or
similar services agreement with the Company:
(i) In the event of an Optionee's termination of employment
with or services to the Company either (1) by the Company for Cause (as defined
in any relevant agreement to which Optionee is a party) or for fraud,
dishonesty, habitual drunkenness or drug use, or willful disregard of assigned
duties by such Optionee in the absence of such an agreement, or (2) by the
Optionee voluntarily otherwise than at the end of an employment or service term
under a relevant agreement to which Optionee is a party and without the written
consent of the Company, then the Option shall immediately terminate.
3
<PAGE>
(ii) In the event of the Optionee's termination of employment
with or service to the Company for reason of retirement or under circumstances
other than those specified in subsection (g)(i) immediately above, and for
reasons other than death or disability, the Option shall terminate three months
after the date of such termination of employment or service or on the
Expiration Date, whichever shall first occur; provided, however, that if the
Optionee dies within such 3-month period, the time period set forth in
subsection (g) (iii) immediately below shall apply.
(iii) In the event of the death or disability, of the
Optionee while the Optionee is employed by or providing services to the
Company, the Option shall terminate on the first anniversary of the Optionee's
date of termination of employment or service, or on the Expiration Date,
whichever shall first occur.
(h) No Rights as Stockholder or to Continued Employment. No Optionee
shall have any rights as a stockholder of the Company with respect to any
shares covered by an Option prior to the date of exercise of an option or
granting of shares of Common Stock, and neither this Plan nor any Option
granted hereunder shall confer upon an Optionee any right to continuance of
employment by the Company or interferes in any way with the right of the
Company to terminate the employment of such Optionee.
7. ISSUANCE OF SHARES; RESTRICTIONS
(a) Subject to the conditions and restrictions provided in this
Section 7, the Company shall, within 20 business days after the Option has been
duly exercised in whole or in part, deliver to the person who exercised the
Option one or more certificates, registered in the name of such person, for the
number of shares of Common Stock with respect to which the Option has been
exercised. The Company may legend any stock certificate issued upon exercise of
an Option or upon grant of shares of Common Stock to reflect any restrictions
provided for in this Plan.
(b) Unless the shares subject the grant or to Options granted under
the Plan have been registered under the Securities Act of 1933, as amended (the
"Act") (and, in the case of any Optionee or grantee who may be deemed an
"affiliate" of the Company as such term is defined in Rule 405 under the Act,
such shares have been registered under the Act for resale by the Optionee or
grantee), or the Company has determined that an exemption from registration
under the Act is available, the Company may require prior to and as a condition
of the issuance of any shares of Common Stock, that the person exercising an
Option or receiving a grant of Common Stock hereunder (i) sign such agreements
with respect thereto as the Company may require, and (ii) furnish the Company
with a written representation in a form prescribed by the Board or Committee to
the effect that such person is acquiring such shares solely with a view to
investment for his or her own account and not with a view to the resale or
distribution of all or any part thereof, and that such person will not dispose
of any of such shares otherwise than in accordance with the provisions of Rule
144 under the Act unless and until either the distribution of such shares is
registered under the Act or the Company is satisfied that an exemption from
such registration is available.
(c) Anything contained herein to the contrary
notwithstanding, the Company shall not be obliged to sell or issue any shares
of Common Stock pursuant to the grant of shares of Common Stock or the exercise
of an Option granted hereunder unless and until the Company is satisfied that
such sale or issuance complies with all applicable provisions of the Act and
all other laws or regulations by which the Company is bound or to which the
Company or such shares are subject.
4
<PAGE>
8. SUBSTITUTE OPTIONS
Anything contained herein to the contrary notwithstanding, Options
may, at the discretion of the Board of Directors, be granted under this Plan in
substitution for options to purchase shares of capital stock of another
corporation which is merged into, consolidated with, or all or a substantial
portion of the property or stock of which is acquired by, the Company or a
subsidiary. The terms, provisions and benefits to Optionees of the Options of
the other corporation on the date of substitution, except that such substitute
Options shall provide for the purchase of shares of Common Stock of the Company
instead of shares of such other corporation.
9. TERM OF THE PLAN
Unless the plan has been sooner terminated pursuant to Section 10
below, this Plan shall terminate on, and no Options or shares of Common Stock
shall be granted after, the tenth anniversary of the Effective Date. The
provisions of this Plan, however, shall continue thereafter to govern all
Options theretofore granted, until the exercise, expiration or cancellation of
such Options.
10. AMENDMENT AND TERMINATION OF PLAN
The Board of Directors at any time may terminate this plan or amend it
from time to time in such respects as it deems desirable.
5
<PAGE>
EXHIBIT 5.1
SCHNECK WELTMAN HASHMALL & MISCHEL LLP
1285 Avenue of the Americas
New York, New York 10019
Tel 212-956-1500
Fax 212-956-3252
October 15, 1996
U.S. Transportation Systems, Inc.
33 West Main Street
Elmsford, New York 10523
Re: U.S. Transportation Systems, Inc.
Registration of 2,000,000 Shares
of Common Stock on Form S-8
Gentlemen:
We have acted as counsel for U.S. Transportation Systems,
Inc., a Nevada corporation (the "Company"), in connection with the preparation
and filing of the Registration Statement on Form S-8 (the "Registration
Statement"), pursuant to which the Company proposes to register 2,000,000
shares of the Company's common stock, $.01 par value per share ("Common
Stock"). We are familiar with the proceedings by which the Common Stock has
been authorized and issued and have reviewed and are familiar with the
Certificate of Incorporation and the By-laws of the Company, and such other
corporate records and documents as we have deemed necessary to express the
opinion herein stated. We have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such latter
documents.
Based upon the foregoing, and having regard to legal
considerations we deem relevant, we are of the opinion that the Common Stock
has been duly and validly authorized and issued by the Company, and the Common
Stock is fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5(a)
to the Registration Statement and to the inclusion of our name under the
section of the Prospectus entitled "Legal Matters."
Very truly yours,
/s/SCHNECK WELTMAN HASHMALL & MISCHEL LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
U.S. Transportation Systems, Inc. on Form S-8 of our report dated March 30,
1996, on our audit of the consolidated financial statements as of December 31,
1995 and for the year then ended, which report is incorporated by reference in
their Annual Report on Form 10-KSB(A).
MAHONEY COHEN RASHBA & POKART, CPA, PC
New York, NY
October 16, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the inclusion of our report dated March 29, 1995 in this
Registration Statement on Form S-8 executed on October 15, 1996 for U.S.
Transportation Systems, Inc.
On July 1, 1996, the firm of Mortenson and Associates, P.C. changed its
name to Moore Stephens, P.C.
MOORE STEPHENS, P.C.
Certified Public Accountants
Cranford, New Jersey
October 16, 1996
