<PAGE>
As filed with the Securities and Exchange Commission on November 6, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
LML PAYMENT SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Yukon Territory, Canada ###-##-####
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1680-1140 West Pender Street
Vancouver, B.C. V6E 4G1
(Address of Registrant's principal executive offices)
______________
1996 Stock Option Plan
1998 Stock Incentive Plan
(Full title of the plans)
______________
Patrick H. Gaines
President
LML Payment Systems Inc.
1680-1140 West Pender Street
Vancouver, B.C. V6E 4G1
(Name and address of agent for service)
(604) 689-4440
(Telephone number, including area code, of agent for service)
______________
Copies to:
Mark A. Kopidlansky
Munsch Hardt Kopf & Harr, P.C.
4000 Fountain Place
1445 Ross Ave.
Dallas, Texas 75202
(214) 855-7500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered (1) offering price per share (2) aggregate offering price (2) fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 2,500,000 shares $5.50 $13,750,000 $3,630
====================================================================================================================================
</TABLE>
<PAGE>
(1) The shares to be registered under this Registration Statement represent
additional shares authorized to be issued under the Registrant's 1998
Stock Incentive Plan and 1996 Stock Option Plan (the "Plans"). An
aggregate of 2,605,000 shares were previously registered on the
Registrant's Registration Statement on Form S-8 (SEC File No. 333-
11404) filed with the Securities and Exchange Commission on January 31,
2000, of which 1,000,000 shares were registered under the 1998 Stock
Incentive Plan and 1,605,000 shares were registered under the 1996
Stock Option Plan. The shares to be registered under this Registration
Statement include an additional 2,000,000 shares and 500,000 shares to
be registered under the Registrant's 1998 Stock Incentive Plan and 1996
Stock Option Plan, respectively, plus such additional indeterminate
number of shares of the Common Stock as may be issuable pursuant to
certain antidilution adjustment provisions thereof.
(2) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, solely for purposes of computing the registration fee
based on the average of the high and low prices of the Common Stock on
the Nasdaq SmallCap Market on October 30, 2000 for all shares being
registered. Because there are options still available for grant under
the 1998 Stock Incentive Plan and the 1996 Stock Option Plan and the
exercise prices thereof may be based on the fair market value of the
Common Stock on the date of grant, it is not possible as of the date
hereof to determine the maximum offering price per share of the shares
of Common Stock to be offered under the plan and such prices may be
more or less than $5.50 per share.
EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant for the
purpose of registering additional securities of the same class as other
securities for which a registration statement on Form S-8 has already been
filed. Accordingly, pursuant to General Instruction E to Form S-8, the contents
of the Company's Registration Statement on Form S-8 (Commission File No. 333-
11404) registering 2,605,000 shares of Common Stock of the Registrant for
issuance under the Plans of the Registrant, as amended, are hereby incorporated
by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the Plans
required by Item 1 of Form S-8 and the statement of availability of registrant
information and information relating to the Plans and other information required
by Item 2 of Form S-8 will be sent or given to the employees and/or directors of
the registrant and its subsidiaries, as applicable, as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The registrant will maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the registrant will furnish to the Commission or its staff a copy or
copies of any or all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the registrant,
LML Payment Systems Inc., a corporation governed by the laws of the Yukon
territory (the "Corporation" or the "Registrant"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 20-F for the fiscal
year ended March 31, 2000, filed with the Commission on
September 29, 2000; and
(b) The Registrant's Current Report on Form 6-K filed on January
27, 2000 which includes a description of the Common Stock of
the Registrant.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment to this Registration Statement, which indicates that all
II-2
<PAGE>
securities offered have been sold or which deregisters all 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 in this Registration Statement, in an amendment hereto or in a
document 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, in any subsequently filed amendment to this
Registration Statement, or in any document that also is incorporated by
reference herein, modifies or supersedes such statement. Any 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The only statutes, charter provisions, bylaws, contracts or other
arrangements under which a director or officer of the Corporation is insured or
indemnified in any manner against liability which such officer or director may
incur in such capacity is set forth herein. Taken together, Section 126 of the
Yukon Business Corporations Act (the "Act") and Section 7.02 through 7.04 of
the Corporation's Bylaws, generally allow the Corporation to indemnify its
directors or officers against liability and expenses provided the officer or
director seeking indemnity (1) was substantially successful on the merits in the
defense of the action or proceeding, (2) (a) acted honestly and in good faith
with a view to the best interest of the Corporation and (b) in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, the officer or director had reasonable grounds for believing the
conduct was lawful, and (3) is fairly and reasonably entitled to indemnity.
Section 126 of the Yukon Business Corporations Act is set forth in its
entirety as follows:
126.(1) Except in respect of an action by or on behalf of the
corporation or body corporate to procure a judgment in its
favour, a corporation may indemnify a director or officer of
the corporation, a former director or officer of the
corporation or a person who acts or acted at the corporation's
request as a director or officer of a body corporate of which
the corporation is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges
and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of
any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a
director or officer of that corporation or body corporate, if
(a) he acted honestly and in good faith with a view to
the best interests of the corporation, and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct
was lawful.
(2) a corporation may with the approval of the Supreme Court
indemnify a person referred to in subsection (1) in respect of
an action by or on behalf of the corporation or body corporate
to procure a judgment in its favour, to which he is made a
party by reason of being or having been a director or an
officer of the corporation or body corporate, against all
costs, charges and expenses reasonably incurred by him in
connection with the action if he fulfills the conditions set
out in paragraphs (1)(a) and (b).
(3) Notwithstanding anything in this section, a person referred to
in subsection (1) is entitled to indemnity from the
corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defence of
any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a
director or officer of the corporation or body corporate, if
the person seeking indemnity
II-3
<PAGE>
(a) was substantially successful on the merits in his
defence of the action or proceeding,
(b) fulfills the conditions set out in paragraphs (1)(a)
and (b), and
(c) is fairly and reasonably entitled to indemnity.
(4) A corporation may purchase and maintain insurance for the
benefit of any person referred to in subsection (1) against
any liability incurred by him
(a) in his capacity as a director or officer of the
corporation, except when the liability relates to his
failure to act honestly and in good faith with a view
to the best interests of the corporation, or
(b) in his capacity as a director or officer of another
body corporate if he acts or acted in that capacity
at the corporation's request, except when the
liability relates to his failure to act honestly and
in good faith with a view to the best interests of
the body corporate.
(5) A corporation or a person referred to in subsection (1) may
apply to the Supreme Court for an order approving an indemnity
under this section and the Supreme Court may so order and make
any further order it thinks fit.
(6) On an application under subsection (5), the Supreme Court may
order notice to be given to any interested person and that
person is entitled to appear and be heard in person or by
counsel.
Sections 7.02 through 7.04 of the Corporation's By-laws are set forth
in their entirety as follows:
7.02 Limitation of Liability
-----------------------
Subject to the Act, no director or officer for the time being
of the Corporation shall be liable for the acts, receipts,
neglects or defaults of any other director or officer or
employee, or for the joining in any receipt or act for
conformity, or for any loss or damage or expense happening to
the Corporation through the insufficiency or deficiency of
title to any property acquired by the Corporation or for or on
behalf of the Corporation or for the insufficiency or
deficiency of any security in or upon which any of the money
of or belonging to the Corporation shall be placed or
invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortious act of any person, firm or
corporation including any person, firm or corporation with
whom or with which any moneys, securities or effects shall be
lodged or deposited, or for any loss, conversion,
misapplication or misappropriation of or any damage resulting
from any dealing with any moneys, securities or other assets
of or belonging to the Corporation or for any other loss,
damage or misfortune whatsoever which may happen in the
execution of the duties of his respective office or trust or
in relation thereto unless the same shall happen by or through
his failure to exercise the powers and to discharge the duties
of his office honestly and in good faith with a view to the
best interests of the Corporation and to exercise the care,
diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.
7.03 Indemnity
---------
Subject to the Act, the Corporation shall indemnify a director
or officer, a former director or officer, and a person who
acts or acted at the Corporation's request as a director or
officer of a body corporate of which the Corporation is or was
a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses,
including any amount paid to settle an action or satisfy a
judgement, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is
made a party by reason of being or having been a director or
officer of the Corporation or such body corporate, if:
(a) he acted honestly and in good faith with a view to
the best interests of the Corporation; and
II-4
<PAGE>
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing his conduct was
lawful.
7.04 Insurance
---------
The Corporation may, subject to and in accordance with the
Act, purchase and maintain insurance for the benefit of any
director or officer as such against any liability incurred by
him.
The directors and officers of the Corporation are covered by directors'
and officers' insurance policies relating to the Corporation and its
subsidiaries.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Document Description
------ --------------------
*4.1 Restated Articles of Incorporation of the Corporation.
4.2 Bylaws of the Corporation (incorporated by reference to
Exhibit 1.2 to the Annual Report on Form 20-F for the fiscal
year ended March 31, 1998 of the Corporation (File No. 0-
13959)).
*4.3 Specimen certificate for the Corporation's Common Stock.
*5.1 Legal Opinion of Clark, Wilson.
*23.1 Consent of Clark, Wilson. (included in Exhibit 5.1 hereto).
*23.2 Consent of Dale, Matheson, Carr-Hilton
*24.1 Power of Attorney (included on signature page to this
Registration Statement)
*99.1 1998 Stock Incentive Plan, as amended.
*99.2 1996 Stock Option Plan, as amended.
___________________
*Filed herewith.
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 in the information set forth in this 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.
II-5
<PAGE>
(b) The 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 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.
II-6
<PAGE>
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 Vancouver, British Columbia, on this 6/th/ day of
November, 2000.
LML PAYMENT SYSTEMS INC.
By: /s/ Patrick H. Gaines
---------------------------------------------
Patrick H. Gaines
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW TO ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Patrick
H. Gaines his true and lawful attorney-in-fact, with the power of substitution,
for him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8 (including post-effective amendments), 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 of said attorneys-in-fact, or his or here substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Patrick H. Gaines President, Chief Executive November 6, 2000
--------------------------------------------------
Patrick H. Gaines Officer and Director
(Principal Executive Officer)
/s/ Wendy J. Ogilvie Controller and Director November 6, 2000
--------------------------------------------------
Wendy J. Ogilvie (Principal Accounting and
Financial Officer)
/s/ Gregory A. MacRae Director November 6, 2000
--------------------------------------------------
Gregory A. MacRae
/s/ L. William Seidman Director November 6, 2000
--------------------------------------------------
L. William Seidman
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
------ --------------------
*4.1 Restated Articles of Incorporation of the Corporation.
4.2 Bylaws of the Corporation (incorporated by reference to
Exhibit 1.2 to the Annual Report on Form 20-F for the fiscal
year ended March 31, 1998 of the Corporation (File No. 0-
13959)).
*4.3 Specimen certificate for the Corporation's Common Stock.
*5.1 Legal Opinion of Clark, Wilson.
*23.1 Consent of Clark, Wilson. (included in Exhibit 5.1 hereto).
*23.2 Consent of Dale, Matheson, Carr-Hilton
*24.1 Power of Attorney (included on signature page to this
Registration Statement)
*99.1 1998 Stock Incentive Plan, as amended.
*99.2 1996 Stock Option Plan, as amended.
___________________
*Filed herewith.
