As filed with the Securities and Exchange Commission on September 3, 1998
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL A, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-2686442
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2300 Northlake Centre Drive, Suite 200, Tucker, Georgia 30084
(Address of Principal Executive Offices) (Zip Code)
Stock Bonus to John Ranko Lozo
(Full title of the plan)
Sumiyoshi Omure
Specialty Retail Services, Inc.
2300 Northlake Parkway, Suite 200
Tucker, Georgia 30084
(Name and address of agent for service)
(770) 496-4565
(Telephone number, including area code, of agent for service)
COPIES TO:
Robert J. Mottern, Esq.
Mottern, Fisher & Rosenthal, P.C.
2300 Northlake Centre Drive, Suite 200
Tucker, Georgia 30084
(770) 496-4565
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Share(1) Price
---------- ------------- --------- ---------- -----------
Common Stock 50,000 shares $8.5 $425,000 $125.38
(1) Calculated based on Rule 457(h). Average of the closing bid and
asked prices as of August 31, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended; and
(b) Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1998 and June 30, 1998, and all other reports, if any,
filed by the Registrant pursuant to Section 13(a) of the Securities
Exchange Act of 1934 since the end of the fiscal year ended December 31,
1997.
(c) The description of Registrant's Common Stock contained in
the Registration Statement filed with the Commission under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all
securities offered hereunder have been sold, or which deregisters all
securities then remaining unsold under this registration statement, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock to be offered is registered under Section 12 of
the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Restated Certificate of Incorporation and Bylaws of
the Registrant, the officers, directors, employees and agents of the
Registrant are entitled to indemnification from the Registrant for
liabilities incurred in connection with the business or activities
undertaken in their official capacities where acts involved did not
constitute intentional misconduct, a knowing violation of law, or the
receipt of impermissible personal benefit. Furthermore, the Registrant's
Restated Certificate of Incorporation limit the personal liability of
directors to the Registrant and its stockholders, except where a business
opportunity of the Registrant is appropriated in violation of the
director's duty of loyalty and in the case of acts or omissions involving
intentional misconduct or a knowing violation of law. Therefore, while the
directors and officers may be accountable to the Registrant as fiduciaries,
the Registrant has a more limited right of action then it would have absent
the indemnification and liability limitation provisions contained in the
Registrant's Bylaws and Certificate of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit No. Exhibit
4.1 Restated Certificate of Incorporation
(filed as an exhibit to the Registrant's Registration
Statement on Form S-18 (Reg. No. 33-29702-NY) and
incorporated herein by reference)
4.2 Amendment to Restated Certificate of Incorporation
(filed as an exhibit to the Registrant's Registration
Statement on Form S-18 (Reg. No. 33-29702-NY) and
incorporated herein by reference)
4.3 Amendment to Restated Certificate of Incorporation
(filed as an exhibit to the Registrant's Form 8-K dated
August 11, 1998, and incorporated herein by reference)
4.4 Specimen Stock Certificate
(filed as an exhibit to Amendment No. 1 of the Registrant's
Registration Statement on Form S-18 and incorporated herein
by reference)
4.5 Bylaws
(filed as an exhibit to the Registrant's Registration
Statement on Form S-18 (Reg. No. 33-29702-NY) and
incorporated herein by reference)
5.1 Opinion Regarding Legality
24.1 Consent of Tanner+Co
24.2 Consent of Mottern, Fisher & Rosenthal, P.C. (included in
Exhibit 5.1)
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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;
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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 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
therein, and the offering of such securities at that time shall be deemed
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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.
(b) The undersigned registrant hereby undertakes 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.
(c) 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.
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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 Tokyo, Japan, on September 1,
1998.
SPECIALTY RETAIL SERVICES, INC.
By: /s/ Sumiyoshi Omure
Sumiyoshi Omure
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
September 1, 1998 /s/ Sumiyoshi Omure
Date Sumiyoshi Omure
President and Director
September 1, 1998 /s/ Hisao Edo
Date Hisao Edo
Chief Executive Officer (Principal
Executive Officer) and Chairman
September 1, 1998 /s/ John Ranko Lozo
Date John Ranko Lozo
Vice President and Director
[letterhead of Mottern, Fisher & Rosenthal, P.C.]
June 1, 1998
Global A, Inc.
2300 Northlake Centre Drive, Suite 200
Tucker, Georgia 30084
Ladies and Gentlemen:
You have requested my opinion as counsel for Global A, Inc., a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, and the issuance by the Company of up to 50,000
shares of Common Stock, issuable to John Ranko Lozo pursuant to a
resolution of the board of directors dated August 28, 1998.
I have examined the Company's Registration Statement on Form S-8 in
the form to be filed with the Securities and Exchange Commission on or
about September 3, 1998 (the "Registration Statement"). I further have
examined the Certificate of Incorporation, as amended, of the Company as
filed with the Secretary of State of the State of Delaware, the Bylaws, and
the minute books of the Company as a basis for the opinion hereafter
expressed.
Based on the foregoing examination, I am of the opinion that, upon
issuance in the manner described in the Registration Statement, the shares
of Common Stock covered by the Registration Statement will be legally
issued, fully paid and nonassessable shares of the capital stock of the
Company.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Robert J. Mottern
Mottern, Fisher & Rosenthal, P.C.
[letterhead of Tanner+Co]
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 18, 1998 for Specialty
Retail Services, Inc. which appears in such Prospectus, and to the
references to our Firm under the caption "Experts" in the Prospectus.
/s/Tanner+Co
Tanner+Co
Certified Public Accountants
September 1, 1998
Salt Lake City, Utah
