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As filed with the Securities and Exchange Commission on March 27, 1997
Registration No. 33-____________
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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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PACKAGING PLUS SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Nevada 11-2-81803
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(State or other juris- (I.R.S. Employer
diction of incorpora- identification
tion or organization) number)
20 South Terminal Drive
Plainview, New York 11803
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(Address of Principal (Zip Code)
Executive Offices)
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CONSULTING AGREEMENT
(Full Title of the Plan)
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RICHARD ALTOMARE
CHIEF EXECUTIVE OFFICER
PACKAGING PLUS SERVICES, INC.
20 SOUTH TERMINAL DRIVE
PLAINVIEW, NEW YORK 11803
(516) 349-1300
(Name, address and telephone
number, including area code,
of agent for service)
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COPY TO:
Clifford A. Brandeis, Esq.
Zukerman Gore & Brandeis, LLP
900 Third Avenue
New York, New York 10022
(212) 223-6700
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered Share(1) price(1) fee
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Class A Common Stock, 160,000 $2.25 $360,000 $109.09
par value
$.005 per share
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(1) Calculated in accordance with Rule 457(c).
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) General Plan Information
(1) The name of the plan (the "Plan") is (i) the Consulting Agreement
(the "Agreement") made as of the 1st day of February, 1997, as amended
on March 14, 1997, by and between Packaging Plus Services, Inc. (the
"Company" or "Registrant"), a Nevada corporation with offices at 20
South Terminal Drive, Plainview, New York 11803 and Mr. Rajiv Vohra
("Vohra"), an individual.
400,000 shares of the Company's Class A Common Stock, par value $.005
per share (the "Common Stock"), are being issued pursuant to the Plan.
(2) The general nature and purpose of the Agreement is for Vohra to
provide public relations consulting services to the Registrant on a
non-exclusive basis from time to time in a variety of capacities. The
Agreement is effective for 17 months, and can be terminated at will by
either party upon sixty (60) days prior written notice.
(3) The Plan is not subject to any provisions of the Employee
Retirement Income Securities of Act of 1974.
(4) Additional information about the Plans may be obtained from:
Richard A. Altomare
Packaging Plus Services, Inc.
20 South Terminal Drive
Plainview, New York 11803
Telephone No.: (516) 349-1300
(b) Securities to be Offered
(1) 400,000 shares of the Company's Common Stock.
(c) Employees Who May Participate in the Plan
Vohra (the "Consultant") is the sole individual eligible to participate
in the Plan.
(d) Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered
In exchange for providing his services pursuant to the Agreement, Vohra
shall receive, in addition to cash compensation at the rate of $3,000 per month,
40,000 shares of Common stock per month for the eighth through seventeenth
months of the term of the Agreement, for a total of 400,000 shares of Common
Stock.
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There will be no reports issued to the Consultant in connection with
the status of its accounts.
(e) Resale Restrictions
There are no restrictions on resale of the securities being registered
pursuant to the Plan.
(f) Tax Effects of Plan Participants
The value of the shares shall be deemed to be ordinary income to the
Consultant and a business expense for the Registrant.
(g) Investment of Funds
Not applicable.
(h) Withdrawal from the Plan; Assignment of Interest
Not applicable.
(i) Forfeitures and Penalties
In the event the Consultant fails to fulfill its obligations pursuant
to the Plan, the Company shall have the right to seek recovery for any damages
incurred.
(j) Charges and Deductions and Liens Therefor
Not applicable.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide to Consultant without charge, upon its
written or oral request, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. Such documents are incorporated by
reference in the Section 10(a) prospectus. The Registrant shall also provide
Consultant, without charge, upon its written or oral request, with all other
documents required to be delivered to employees pursuant to Rule 428(b). Any and
all such requests shall be directed to the Registrant at its office at 20 South
Terminal Drive, Plainview, New York 11803.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, prior to
the filing of a post-effective amendment to the registration statement which
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indicates that all of the shares of Class A Common Stock offered have been sold
or which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in the 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 any other subsequently filed
documents which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as to modified or superseded, to
constitute a part of this registration statement.
The following documents are incorporated in this Registration Statement
by reference:
(a) The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended September 30, 1996 and December 31, 1996; the Registrant's current report
on Form 8-K dated January 7, 1997; and the Registrant's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1996.
Item 4. Description of Securities.
Not required.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant has adopted a provision in its By-laws requiring the
Registrant to indemnify each of its directors and officers, as well as persons
serving at the request of the Registrant as a director, officer, partner or
trustee of another entity, who was, is, or is threatened to be made a party, as
defined therein, to any third party proceeding, as defined therein, which
provides indemnification of such individuals against their expenses, judgments,
fines, penalties and amounts paid in settlement in connection with such third
party proceeding provided (1) the officer or director acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and (2) with respect to any criminal proceeding, he
or she had no reasonable cause to believe his or her conduct was unlawful.
The Registrant's By-Laws further provide that the Registrant is
required to indemnify each of its directors and officers who was or is an
authorized representative of the Registrant and who was, is, or is threatened to
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be made a party to any "corporate proceeding," as defined therein, by reason of
the fact that such person was or is an authorized representative of the
Registrant against expenses (including attorneys' fees and disbursements)
actually and reasonably incurred by such person in connection with the defense
or settlement of such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in, and not opposed to, the best
interests of the Registrant. In such a proceeding, however, such indemnification
is permitted against expenses only provided that if the officer or director is
adjudged to be liable to the Registrant, no indemnification is permitted unless
the court determines that he or she is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
The Registrant's Certificate of Incorporation provides in Article Six
that none of its directors shall be personally liable to the Registrant or its
stockholders as a director of the Registrant for monetary damages resulting from
breaches of any duty owed as a director except that, such provisions shall not
eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the Registrant or its stockholders; (ii) for acts
of omissions not in good faith or which involve a knowing violation of law;
(iii) under Sections 76.295 and 78.300 of the Nevada General Corporation Law; or
(iv) for any transaction from which the director derived an improper personal
benefit.
The Registrant's Certificate of Incorporation provides further in
Article 7 that all persons who the Registrant is empowered to indemnify pursuant
to Nevada General Corporation Law shall be indemnified to the full extent
permitted thereby.
Section 7.752 of the Nevada General Corporation Law authorizes a
corporation to indemnify officers, directors, employees and agents for costs in
connection with civil and criminal threatened, pending, completed actions, suits
and proceedings coextensive with the indemnification provisions set forth in the
Registrant's ByLaws. The section also authorizes the advancement of expenses of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding if provided by the corporation's articles of incorporation, by-laws
or agreement.
Item 7. Exemption from Registration Claimed.
The securities were issued under the Plan in reliance upon the
exemption afforded by Section 4(2) of the Securities Act of 1933, as amended, as
such issuance did not involve a public offering of securities.
Item 8. Exhibits.
(a) The exhibits to the registration statement are listed in the Index
to Exhibits included on Page II-1 herein.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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
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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 Town of Plainview, State of New York on this 27th day of
March, 1997.
PACKAGING PLUS SERVICES, INC.
By: /s/ Richard Altomare
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Richard Altomare, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
PACKAGING PLUS SERVICES, INC.
By: /s/ Richard Altomare
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Richard Altomare, President
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EXHIBIT INDEX
Exhibit
Number Exhibit
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1 Consulting Agreement by and
between the Company and
Rajiv Vohra dated February
1, 1997, as amended on
March 14, 1997
2 Consent of Independent
Auditors
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AGREEMENT
This Agreement is made and entered into as of the 1st day of February,
1997, between Mr. Rajiv Vohra, (the "Advisor") and Packaging Plus Services,
Inc., a Nevada Corporation, (the "Company").
In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Company hereby engages the Advisor on a non-exclusive basis for the
term specified in Paragraph 2 hereof to render consulting advice to the Company
as a public relations specialist relating to corporate and similar matters upon
the terms and conditions set forth herein. During the term of this Agreement,
the Advisor and the Company intend to evaluate the possibilities for additional
engagements that may be embodied in one or more separate written agreements.
These agreements will be advantageous to the Advisor.
2. Except as otherwise specified herein, this Agreement shall be effective
for twelve (12) months from the date hereof, until it is terminated by either
party upon sixty (60) days written notice received by either the Advisor or the
Company.
3. During the term of this Agreement, the Advisor shall provide the
Company with such regular and customary consulting advice as is reasonably
requested by the Company, provided that the Advisor shall not be required to
undertake duties not reasonably within the scope of the public relations
advisory services contemplated by this Agreement. It is understood and
acknowledged by the parties that the value of the Advisor's advice is not
readily quantifiable, and that the Advisor shall be obligated to render advice
upon the request of the Company, in good faith, but shall not be obligated to
spend any specific amount of time in so doing. The advisor's duties may include,
but will not necessarily be limited to, providing recommendations to the
Company concerning the following public relations matters:
A. Rendering advice and assistance to the Company in connection with the
preparation of annual and interim reports and press releases;
B. Preparing or assisting the Company in promotion of the company including
but not limited to the preparation of brochures, newsletters, announcements
and advertisements;
C. Assisting in the Company's financial public relations and preparation of
research reports;
4. In consideration for the services rendered by the Advisor to the
Company pursuant to this Agreement, the Company shall compensate the Advisor as
follows:
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(a) A monthly fee of $10,000 per month payable on the 17th day of
March through January, 1998.
(b) The Company grants to the Advisor common shares of the Company at
the rate of 40,000 shares per month, for the eighth through the twelfth months
of the term of this Agreement, or a total of 200,000 shares. The total amount of
these shares may be transferred to the Advisor, in advance at any time.
(c) Effective March 17, 1997, the Company grants to the Advisor an
option to purchase 10,000 of the common shares of the Company, at a price of
$1.50 per share. This option must be exercised within 30 days of such effective
date.
(d) Effective April 17, 1997, the Company grants to the Advisor an
option to purchase 10,000 of the common shares of the Company, at a price of
$2.00 per share. This option must be exercised within 30 days of such effective
date.
(e) Effective June 17, 1997, the Company grants the Advisor an
option to purchase 10,000 of the common shares of the Company, at a price of
$2.50 per share. This option must be exercised within 60 days of such effective
date.
(f) Effective July 17, 1997, the Company grants to the Advisor an
option to purchase 10,000 of the common shares of the Company, at a price of
$1.50 per share. This option must be exercised within 60 days of such effective
date.
(g) The Company agrees to include any shares received by the Advisor
pursuant to the exercise of such options (or for fees) in its next succeeding
registration statement, at the Company's sole cost and expense.
5. The Company recognizes and confirms that, in advising the Company and in
fulfilling its engagement hereunder, the Advisor will use and rely on data,
material and other information furnished to the Advisor by the Company. The
Company acknowledges and agrees that in performing its services under this
engagement, the Advisor may rely upon the data, material and other information
supplied by the Company without independently verifying the accuracy,
completeness or veracity of same. Accordingly, the Company expressly agrees that
all data, material and other information furnished to the Advisor by the Company
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstance under which they were made, not
misleading.
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6. The Advisor shall perform its services hereunder as an independent
contractor and not as an employee of the Company or an affiliate thereof. It is
expressly understood and agreed to by the parties hereto that the Advisor shall
have no authority to act for, represent or bind the Company or any affiliate
thereof in any manner, except as may be agreed to expressly by the Company in
writing from time to time.
7. (a) This Agreement constitutes the entire Agreement and understanding of
the parties hereto, and supersedes any and all previous agreements and
understandings, whether oral or written, between the parties with respect to the
matters set forth herein, except that the Company recognizes it owes the
Advisor an additional $25,000 under his past agreement.
(b) All notices, requests, demands and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given when personally delivered, sent by registered or certified mail,
return receipt requested, postage prepaid, or by private overnight mail service
(e.g. Federal Express) to the party at the address set forth below or to such
other address as either party may hereafter give notice of in accordance with
the provisions hereof:
if to the Company: Packaging Plus Services, Inc.
20 South Terminal Drive
Plainview, New York 11803
Attn: Mr. Richard Altomare
if to the Advisor: Mr. Rajiv Vohra
3000 N. E. 51st Street
Lighthouse Point, FL 33064-7861
(c) This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns.
(d) This Agreement may be executed in any number of counterparts, each
of which together shall constitute on one and the same original documents.
(e) No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
(f) The parties hereby agree that any dispute which may arise between
them arising out of or in connection with this Agreement shall be first
submitted to mediation and, failing satisfactory resolution, may be enforced in
the Courts.
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If the foregoing correctly sets forth the understanding between the
Advisor and the Company with respect to the foregoing, please so indicate your
agreement by signing in the place provided, at which time this letter shall
become a binding contract.
Accepted and Agreed:
PACKAGING PLUS SERVICES, INC. /s/ Rajiv Vohra
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Rajiv Vohra
By: /s/ Richard A. Altomare
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Richard A. Altomare, President
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AMENDMENT TO AGREEMENT
The Agreement dated as of February 1, 1997 between Mr. Rajiv Vohra (the
"Advisor") and Packaging Plus Services, Inc. (the "Company") is hereby amended
as follows:
Paragraph 2 of the Agreement, is amended to read:
"2. Except as otherwise specified herein, this Agreement shall be
effective for seventeen (17) months from the date hereof,
until it is terminated by either party upon sixty (60) days
written notice received by either the Advisor or the Company."
Paragraph 4(b) of the Agreement, is amended, in part, to read:
"4. In consideration for the services rendered by the Advisor to
the Company pursuant to this Agreement, the Company shall
compensate the Advisor as follows:
"(b) The Company grants to the Advisor common shares of the Company
at the rate of 40,000 shares per month, for the eighth through
the seventeenth months of the term of this Agreement, or a
total of an additional 200,000 shares for the five additional
months of the extended term hereof (in addition to the
original 200,000 shares of the Agreement). The total amount of
these Shares may be transferred to the Advisor, in advance at
any time."
Paragraph 4(a) is amended by changing the monthly fee to $3,000 per
month.
Paragraphs 4(c), 4(d), 4(e) and 4(f), on the grant of options, are
hereby eliminated (the parties will adopt a new option package in the future).
The amount of $25,000, covering a past agreement, referenced in
paragraph 7(a), is hereby eliminated.
All other terms and conditions of the Agreement continue in effect.
Dated: March 14, 1997
/s/ Rajiv Vohra
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Rajiv Vohra
Packaging Plus Services, Inc.
By /s/ Richard A. Altomare
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Richard A. Altomare
President and CEO
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of this Registration Statement on Form S-8 of our
report dated October 9, 1996 relating to the financial statements of Packaging
Plus Services, Inc. as of June 30, 1996 and for each of the years in the two
year period then ended.
/s/ Feldman Radin & Co., P.C.
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Feldman Radin & Co., P.C.
March 27, 1997
New York, NY
