SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE TRACKER CORPORATION OF AMERICA
(Exact name of registrant as specified in its character)
DELAWARE 86-0767918
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
1120 FINCH AVENUE WEST, SUITE #303
NORTH YORK, ONTARIO, CANADA M3J 3H8
(Address of Principal Executive Offices) (Zip Code)
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2000 STOCK WAGE AND FEE PAYMENT PLAN
(Full title of the Plan)
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BRUCE I. LEWIS, CEO
The Tracker Corporation of America
1120 Finch Avenue West, Suite #303
Toronto, Ontario, Canada M3J 3H8
(Name and address of agent for service)
(416) 663-8222
(Telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sales pursuant to the plan: From
time to time after this registration statement becomes effective.
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Proposed Maximum Aggregate Amount Feel
Title of Securities Amount to Offering Price Offering of
to be Registered be Registered per Share Price Registration
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Common Stock,
$.001 par value 3,500,000 $.49 $1,175,000 $452.76
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1. Computed pursuant to Rules 457(h)(1) and 457(c) for the purpose of
calculation of the registration fee on the basis of the average of the bid and
asked price of a share of our common stock on December 4, 2000, as reported by
the National Quotation Bureau, Inc.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to employees as specified in Rule
428(b)(1). In accordance with the instructions to Part I, these documents are
not filed with the SEC as part of this registration statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
We previously filed the following documents with the SEC. They are
incorporated herein by reference and made a part hereof:
1. Our Annual Report on Form 10-K for the fiscal year ended March 31, 1999.
2. All other reports we filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since March 31, 1998.
All documents subsequently filed by us pursuant to sections 13(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 a part
hereof from the date of filing of such documents.
Any statement contained 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 subsequently filed document which also is or is
deemed to be 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
Pursuant to our bylaws, we may indemnify, purchase indemnity insurance, or
pay and advance expenses to our directors, officers and other persons who are
eligible or entitled to such indemnification, payments or advances. Any such
indemnification or payment must be expressly authorized by our board of
directors and in accordance with the provisions of the laws of Delaware. Our
right to indemnify such persons shall include our authority to enter into
written agreements for indemnification with such provisions.
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Subject to the provisions of the laws of Delaware, our directors shall not
be liable to the company or our shareholders for monetary damages for an act or
omission in the director's capacity of a director, as long as the director acted
in good faith.
Indemnification of officers or persons controlling us for liabilities
arising under the Securities Act of 1933 is held to be against public policy by
the SEC and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
We issued the securities to be reoffered or resold pursuant to this
registration statement in reliance on 4(2) of the Securities Act of 1933 as an
isolated sale to our employees, not part of any public offering.
ITEM 8. EXHIBITS
Exhibit
4.1* Certificate of Incorporation, as corrected by Certificate of Correction
of Certificate of Incorporation dated March 27, 1995, and as
amended by Certificate of Amendment to the Certificate of
Incorporation dated November 1, 1995, and Certificate of Designation
of Rights, Preferences and Privileges of $1,000.00 6% Cumulative
Convertible Preferred Stock of the Registrant dated April 19, 1996,
and Certificate of Designation of Rights, Preferences and Privileges
of Series B $1,000.00 6% Cumulative onvertible Preferred Stock of
the Registrant dated June 5, 1996.
4.2* Bylaws
4.3 2000 Stock Wage and Fee Payment Plan
5.1 Opinion of Arkin Merolla LLP
23.1 Consent of Hirsch, Silberstein & Subelsky, P.C.
23.2 Consent of Arkin Merolla LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see below signature page on page 6 of this
registration statement)
________
* Incorporated by reference from our registration statement on Form S-1
(No.33-99686 and amendments thereto)
ITEM 9. UNDERTAKINGS
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
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(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 statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(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 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 in the
registration statement.
(2) That, for the purposes 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 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, 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 is incorporated by
reference in the 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.
(5) 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 its is against public
policy as expressed in the 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 City of North York, Province of Ontario, Canada on
December 4, 2000.
THE TRACKER CORPORATION OF AMERICA
BY: /s/ Bruce I. Lewis
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BRUCE I. LEWIS
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of North York, Province of Ontario,
Canada on December 4, 2000.
2000 STOCK WAGE AND FEE PAYMENT PLAN
BY: /s/ Bruce I. Lewis
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BRUCE I. LEWIS
CHIEF EXECUTIVE OFFICER
THE TRACKER CORPORATION OF AMERICA
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
this Form S-8 registration statement hereby constitutes and appoints Bruce I.
Lewis and Jay S. Stulberg, or either of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (unless revoked in writing) to sign any or all amendments
(including post-effective amendments thereto) to this Form S-8 registration
statement relating to the 2000 Stock Wage and Fee Payment Plan to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ Bruce I. Lewis Chief Executive Officer December 4, 2000
----------------------- Principal Executive
Bruce I. Lewis Officer), Director
/s/ Jay S. Stulberg President, Chief Operating December 4, 2000
----------------------- Officer, Chief Financial
Jay S. Stulberg Officer (Principal Financial
Officer and Principal
Accounting Officer),
Secretary, Director
/s/ David G. R. Butler Director, Compensation December 4, 2000
----------------------- Committee
David G. R. Butler
/s/ Carl J. Corcoran Director, Compensation December 4, 2000
----------------------- Committee
Carl J. Corcoran
/s/ H. Joseph Greenberg Director December 4, 2000
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H. Joseph Greenberg
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EXHIBIT NUMBER EXHIBIT
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4.3 2000 Stock Wage and Fee Payment Plan
5.1 Opinion of Arkin Merolla LLP
23.1 Consent of Hirsch, Silberstein & Subelsky, P.C.
23.2 Consent of Arkin Merolla LLP
(included in Exhibit 5.1)
24.1 Power of Attorney (see below signature page on
page 7 of this registration statement)
99.1 Reoffer Prospectus
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