SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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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2001 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 #30
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.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Securities to be Amount to be Maximum Offering Maximum Registration
Registered Registered Price per Share(1) Aggregate Offering Fee(1)
Price
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<S> <C> <C> <C> <C>
Common Stock,
.001 par value 8,000,000 $ .07 $ 560,000 $ 147.84
<FN>
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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 1, 2000, as reported by the National Quotation Bureau, Inc.
</TABLE>
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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,
2000.
2. All other reports we filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since March 31, 1999.
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
A. Todd Merolla, of A. Todd Merolla, P.C., acted as our outside
securities counsel from October 1999 through the present. Over this time
period, he has received both cash and stock for his legal services, including
$10,000 worth of our common stock under this registration statement. He holds
approximately 170,000 shares of our common stock.
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 Sec.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 Convertible Preferred Stock of the
Registrant dated June 5, 1996
4.2* Bylaws
4.3 2001 Stock Wage and Fee Payment Plan
5.1 Opinion of A. Todd Merolla, P.C.
23.1 Consent of J. L. Stephan Co., P.C.
23.2 Consent of A. Todd Merolla, P.C. (included in Exhibit 5.1)
24.1 Power of Attorney (see below signature page on page 6 of this
registration statement)
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* 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:
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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
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
5, 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 5, 2000.
2001 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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EXHIBIT NUMBER EXHIBIT
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4.3 2001 Stock Wage and Fee Payment Plan
5.1 Opinion of A. Todd Merolla, P.C.
23.1 Consent of J. L. Stephan Co., P.C.
23.2 Consent of A. Todd Merolla, P.C. (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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