As filed with the Securities and Exchange Commission on February 3, 1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACKAGING PLUS SERVICES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 11-2-81803
- ------------------- ----------
(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)
------------------------
CONSULTING AGREEMENT
(Full Title of the Plan)
------------------------
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)
------------------------
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
- --------------------------------------------------------------------------------
CLASS A COMMON STOCK, 1,440,000 $.26 $374,400 $110.45
PAR VALUE
$.005 PER SHARE
- ----------
(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 the Consulting Agreement (the
"Agreement") made as of the 1st day of February, 1997, as amended on
March 14, 1997, April 24, 1997, August 27, 1997 and January 23, 1998 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.
3,180,000 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 60 months, and can be terminated at will by
either party upon thirty (30) 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) 3,180,000 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 60,000 shares of Common Stock per month with respect to the eighth
through sixtieth months of the term of the Agreement, for a total of 3,180,000
shares of Common
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Stock.
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.
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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, as
amended, prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of Class A Common Stock offered
have been sold or which de-registers 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 quarter
ended September 30, 1997, and the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1997.
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
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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
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
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securities.
ITEM 8. EXHIBITS.
(a) The exhibits to the registration statement are listed in the Index
to Exhibits included on Page II-1 herein.
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
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 3rd day of
February, 1998.
PACKAGING PLUS SERVICES, INC.
By:/s/ RICHARD ALTOMARE
-----------------------
Richard Altomare, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
-----------------------
Richard Altomare, President
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT
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1 Amendment dated January 23,
1998 to Consulting Agreement
by and between the Company and
Rajiv Vohra dated February
1, 1997, as also amended on March
14, 1997, April 24, 1997 and
August 27, 1997
2 Consent of Independent
Auditors
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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"), as amended on
March 14, 1997, April 24, 1997 and August 27, 1997, is hereby further amended as
follows:
Paragraph 2 of the Agreement, is amended to read:
"2. Except as otherwise specified herein, this Agreement shall be
effective for five years from the date hereof, until it is terminated
by either party upon thirty (30) 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 60,000 shares per month, for the thirty seventh
through the sixtieth month of the term of this Agreement, or a
total of 1,440,000 shares for the twenty four additional
months of the extended term hereof. The total amount of these
Shares may be transferred to the Advisor, in advance at any
time, in whole or in part."
All other terms and conditions of the Agreement continue in effect.
Dated: January 23, 1998
/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
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-8 of our
report dated October 31, 1997 relating to the financial statements of Packaging
Plus Services, Inc. as of June 30, 1997 and June 30, 1996 and for each of the
years in the two year period then ended.
/s/ FELDMAN RADIN & CO., P.C.
Feldman Radin & Co., P.C.
Certified Public Accountants
February 2, 1998
New York, New York
