To become effective upon filing pursuant to Rule 462
As filed with the Securities and Exchange Commission April 29, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ACTRADE INTERNATIONAL, LTD.
(Exact name of issuer as specified in its charter)
Commission file number: 0-18711
DELAWARE 13-3437739
(State of incorporation) (IRS employee ID#)
7 PENN PLAZA, SUITE 422, NEW YORK, NY 10001 TEL: (212) 563-1036
(Address of principal place of business and executive office)
CONSULTING AGREEMENT BETWEEN ACTRADE INTERNATIONAL, LTD.
AND PAUL GROPMAN
(Full name of plan)
Mr. Amos Aharoni, 7 Penn Plaza, Suite 422, New York, NY 10001
(Name and address of agent for service)
COPY TO: Kogan & Associates, L.L.C.
9 Broadway, Suite 2704, New York, NY 10006 Tel: (212) 425-8200
Approximate date of commencement of proposed sale to public: As soon as possible
after the Registration Statement is effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES BEING MAXIMUM MAXIMUM REGISTRATION
BEING REGISTERED OFFERING AGGREGATE FEE
REGISTERED PRICE OFFERING
PER PRICE (1)
SHARE
<S> <C> <C> <C> <C>
Common stock, par
value $0.0001 4,300 $1.75 $7,525 $100
Total fee $100
</TABLE>
(1) Estimated solely for purposes of calculating the Registration Fee.
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Part I. Information required in the section 10 (a) prospectus
Item 1. Plan information
Registrant (sometimes referred to herein as the "Company") has entered into a
business service consulting agreement (the "Consulting Agreement") with Paul
Gropman ("Gropman" or "Consultant") of Los Angeles California dated January 2,
1996.
Pursuant to the Consulting Agreement, Gropman was engaged as a consultant on an
independent contractor basis to assist Actrade and its management in broadening
its exposure to the financial community. Gropman agreed to use his best efforts
and render such services and advice as may be requested by Actrade's Board of
Directors and as may be necessary in order to achieve such purpose. Said
services were to include, but not be limited to, making available to Actrade the
advice and assistance of Gropman, who would be available to Actrade and its
management on an "as needed" basis, having regard for the other duties and
commitments, as reasonably requested upon reasonable notice.
As compensation for the services to be provided, the Company provided Gropman
with certain warrants to purchase up to an aggregate of 15,000 shares of the
Company's common stock at a price of $1.75 per share (the "Price") at any time
during the two (2) year period commencing on January 2, 1996 and ending December
31, 1998.
Consultant was granted "piggy-back" registration rights with respect to all
15,000 shares of common stock underlying the aforesaid warrants. In addition,
with respect to the shares of common stock underlying the 15,000 options
exercises by Consultant thereunder, the Company is obligated to prepare and file
this Registration Statement of Form S-8 within 10 days following Consultant's
due exercise thereof. As of April 23, 1998, Consultant duly exercised the first
4,300 of such options and delivered to the Company payment in full therefore in
the amount of $7,525, thereby meeting the condition precedent to the filing of
this Registration Statement.
All options referred to in the original Consulting Agreement have been cancelled
by the mutual agreement of the Company and the Consultant except for the 4,300
options referred to herein.
Item 2. Registrant information and employee plan annual information
Registrant shall provide the Consultants, without charge, upon their written or
oral requests, the documents incorporated herein by reference in Item 3 of Part
II of this Registration Statement. Registrant shall also provide to Consultant,
without charge upon their oral or written request, with all other documents
required to be delivered to Consultants pursuant to Rule 428(b). All such
requests shall be directed to Registrant at 7 Penn Plaza, Suite 422, New York,
NY 10001, telephone (212)563-1036.
Part II. Information required in the Registration Statement
Item 3. Incorporation of documents by reference.
The following documents filed with the Securities and Exchange Commission are
incorporated by reference:
(a) Registrant's Annual Report on Form 10-KSB for the period ended June 30, 1997
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
which contain, either directly or by incorporation be reference, certified
financial statements for the Company's latest fiscal year for which such
statements have been filed;
(b) All other reports, including but not limited to Quarterly Reports on Form
10-QSB and current reports on Form 8-K, filed by Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act;
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(c) All reports subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
such documents.
Item 4. Description of securities
The authorized capital stock of the Company consists of 100,000,000 shares of
common stock, par value $.0001 per share. The holders of common stock (i) have
equal and ratable rights to dividends from funds legally available thereof,
when, as and if declared by the Board of Directors of the Company; (ii) are
entitled to share ratably in all assets of the Company available for
distribution to holders of common stock upon liquidation, dissolution or winding
up of the affairs of the Company (iii) do not have pre-emptive, subscription or
conversion rights (there are no redemption or sinking fund provisions applicable
thereto) and (iv) are entitled to one non-cumulative vote per share, on all
matters which shareholders may vote at all meetings of shareholders.
Since its inception, the Company has not paid any cash dividend on its common
stock and does anticipate that it will pay cash dividends in the foreseeable
future.
Registrant is registering under 4,300 shares of its authorized but unissued
common stock which are intended to be issued upon the exercise of the 4,300
options discussed herein above. All shares of common stock now outstanding are
fully paid for and non-assessable and all shares of common stock which are the
subject of this Registration Statement, when issued, will also be fully paid for
and non-assessable.
Item 5. Interest of named experts and counsel.
Not applicable
Item 6. Indemnification of officers and directors.
There is no charter provision, by-law, contract or other arrangement under which
any controlling person, director or officer of Registrant is insured or
indemnified in any manner against liability which he may incur in his capacity
as such. However, pursuant to Delaware Corporation Law Section 145, Registrant
may indemnify its directors, officers and employees against liabilities which
they may incur in their capacity as such.
Section 145 of the Delaware General Corporation Law contains various provisions
entitling directors, officers, employees or agents of the Company to
indemnification from judgements, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees, as the result of an action or
proceeding (whether civil, criminal, administrative or investigative) in which
they may be involved by reason of being or having been a director, officer,
employee or agent of the Company provided said persons acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interest of
the Company (and, with respect to any criminal action or proceedings, had no
reasonable cause to believe that the conduct complained of was unlawful). Also,
the By-Laws of the Company state that the indemnification provisions of Section
145 of the Delaware Corporation Code shall be utilized to the fullest extent
permitted.
Item 7. Exemption from registration claimed.
Not applicable
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement pursuant
to Item 601 of Regulation S-K and are specifically incorporated herein by this
reference:
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Exhibit No. Title
5 Opinion of Kogan & Associates,
LLC regarding the legality of
the securities registered.
10 Consulting agreement with Paul Gropman
24 Consent of Kogan & Associates, LLC counsel to
Registrant
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, Registrant has been advised
that in the opinion of the Securities and Exchange 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 registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
a. 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:
i) Include any prospectus required by Section 10(a)(3) of the Securities Act
ii) 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, represents a fundamental
change in the information set forth in the Registration Statement and
iii) 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 Paragraph a(1)(i) and a(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment is incorporated by reference from
periodic reports filed by a small business issuer under the Exchange Act.
2) That for the purpose of determining any liability under the Securities Act,
each post-effective amendment to 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.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
New York, State of New York on the 27th day of April, 1998.
Actrade International, Ltd.
(Registrant)
By:-/s/Amos Aharoni
Amos Aharoni, Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this Registration Statement or
amendment has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
- -/s/Amos Aharoni Chairman of the Board
Amos Aharoni and Chief Executive
Officer April 28, 1998
- -/s/Alexander C. Stonkus Chief Operating Officer,
Alexander C. Stonkus Chief Financial Officer
and Director April 28, 1998
- -/s/Elizabeth Melnik Secretary/Treasurer
Elizabeth Melnik and Director April 28, 1998
- -/s/ John Woerner Vice President and
John Woerner Director April 28, 1998
Director April , 1998
Harry Friedman
Director April , 1998
Robert Furstner
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Exhibit 10
Consulting Agreement between Registrant and Paul Gropman
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January 2, 1996
Mr. Paul Gropman
5939 Colgale Avenue
Los Angeles, CA 90036
RE: Consulting Services
Dear Mr. Gropman:
This letter shall serve as a written confirmation of our agreement whereby you
will provide the services specified herein as an independent consultant to
Actrade as follows:
1. Actrade International, Ltd. hereafter called "Actrade" is a public company
trading on the NASDAQ System under the symbol ACRT.
2. Actrade hereby engages you as a consultant on an independent contractor
basis to assist Actrade and its management in broadening its exposure
within the financial community. You shall use your best efforts and
render such services and advise as may be necessary in order to achieve
such purpose. Said services shall include, but not be limited to, making
available to Actrade your personal advice and assistance, including your
being available to Actrade and its management on an "as needed" basis,
having due regard for your other duties and commitments, as reasonably
requested upon reasonable notice.
3. This agreement shall be for a term of one year from the date thereof.
4. As compensation for your services hereunder it is agreed that:
a) Actrade shall pay you the initial sum of $1,500 in cash upon the
execution of this agreement, plus
b) You and/or your nominees shall be entitled to purchase up to a
maximum of 25,000 Warrants, each at a cost of $0.005 each of
which Warrants will entitle the holder to purchase one share
of the common stock of Actrade (the "Shares") at a price of
$1.75. It is understood and agreed that you may purchase up to
5,000 of such Warrants every two (2) months, commencing
February 15, 1996 until you have purchased all 25,000
Warrants.
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c) All of the aforesaid Warrants shall be for a term of five (5)
years from the date of this letter, shall contain the standard
anti-dilution provisions and in respects shall be of a form
and substance as attached hereto. It is understood and agreed
that, upon the request of a majority of the holders of the
Warrants, or the Shares underlying such Warrants, Actrade
shall:
i) include such underlying Shares in any future
registration of securities by Actrade for sale to
the public (the "Piggy Back Registration Rights")
up to the limits provided by applicable laws,
rules or regulations at the Securities and
Exchange Commission and
ii) on one occasion only, within ten (10) business
days following the exercise thereof by the then
Warrant holders, at the sale cost and expense of
Actrade, Actrade shall undertake to file a
registration statement, on Form S-8 or such other
form as then apply, to the transaction on behalf
of the holders thereof to register the underlying
Shares (the "Demand Registration Rights").
5. You shall bear all costs and expenses of your own operations. However,
Actrade shall reimburse you for any reasonable expenses, including cost of
travel incurred at the request of Actrade. Further, you may incur
unspecified expenses in an amount not to exceed $100 per month. In the
event that you desire to incur any expenses for which you seek
reimbursement from Actrade, you shall first submit your request in writing
for such expenditure and receive our approval in writing before incurring
such expense.
6. You shall not request, and Actrade will not divulge, any information of a
confidential nature until such information becomes part of the public
domain.
If the foregoing accurately sets forth the terms of our Agreement please confirm
by signing below where indicated.
Very truly yours, ACCEPTED AND AGREED:
Amos Aharoni, Chief Executive Officer Paul Gropman
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Exhibit 5 and 24
Opinion and Consent of Krogan & Associates, LLC
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April 28, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Actrade International, Ltd.
Registration Statement Form S-8
Gentlemen:
We have been requested by Actrade International, Ltd., a Delaware Corporation
(the "Company"), to furnish you with our opinion as to the matters hereinafter
set forth in connection with the above-captioned registration statement (the
"Registration Statement") covering an aggregate of 4,300 shares of the Company's
common stock, par value $.0001 per share (the "Common Stock"). We have been
advised by the Company that these shares are issued in connection with the
Consulting Agreement with Paul Gropman, (the "Agreement")
In connection with this opinion, we have examined the documents as we have
deemed necessary to enable us to render the opinion hereinafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the shares
of common stock, when issued, will be legally authorized, fully paid and
non-assessable.
We render no opinion as to the laws of any jurisdiction other than the internal
laws of the State of New York and the internal corporate law of the State of
Delaware.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Kogan & Associates, LLC
By: Simon S. Kogan, Esq.
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