SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
LAIDLAW GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-4093923
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 Park Avenue
New York, NY 10017
(Address of principal executive offices) (Zip Code)
NOT APPLICABLE
(Full title of the plan)
(Name and address of agent for service)
(212) 376-8800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class of Amount of shares offering price per aggregate Amount of
securities to be registered to be registered share (1) offering price registration fee(2)
--------------------------- ---------------- --------- -------------- -------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.00001 par value per 500,000 $1.00 $500,000 $132.00
share
------------------------------------------------------------------------------------------------------------------------
Total 500,000 $1.00 $500,000 $132.00
======= ===== ======== =======
</TABLE>
(1) Maximum offering price of $1.00 per share reflects the average of the bid
and asked price of the Company's Common Stock as of October 25, 2000.
(2) Calculated pursuant to Rule 457(c) based on the average of the bid and
asked price of the Company's Common Stock as of October 25, 2000.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, previously filed by Laidlaw Global Corporation,
Inc. ("Laidlaw Global" or the "Registrant") with the Securities and
Exchange Commission, are incorporated by reference in this Registration
Statement:
The Registrant's latest annual report on Form 10-KSB for the year
ended December 31, 1999;
The Registrant's Quarterly Reports on Form 10-QSB for the three month
period ended March 31, 2000;
The Registrant's Quarterly Report on Form 10QSB for the three month
period ended June 30, 2000;
All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, for the period since
December 31, 1999;
The description of the Registrant's Common Stock under the heading
"ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED."
contained in the registration statement of the Registrant on Form 8-A
(File No. 33- 37203-D), and all amendments or reports filed for the
purpose of updating such description.
All other reports and other documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Registration Statement and prior to the
termination of this offering shall be incorporated by reference into this
Registration Statement and shall be deemed to be a part of this Registration
Statement from the date of filing of such reports and documents. Any statement
contained herein or in a document incorporated by reference shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any other
subsequently filed document 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 so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable to this Registration Statement.
Item 5. Interest of Named Experts and Counsel
Not Applicable to this Registration Statement.
<PAGE>
Item 6. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law, we may indemnify
our directors and officers against liabilities as they may incur in such
capacities, including liabilities under the Securities Act. Our Bylaws provide
that the Company may indemnify its directors and officers and we intend to enter
into agreements to indemnify our directors to the full extend permitted by law.
These arrangements, among other things, will indemnify our directors for
expenses, including attorneys' fees, judgments, fines and settlement amounts
incurred by such person in any action or proceeding including, but not limited
to any action by or in the right of the Company, on account of services as a
director of the Company, or as a director or officer of any other company or
enterprise to which the person provides services at our request. We also intend
to purchase liability insurance covering our directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors or officers pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the
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 the Company
of expenses incurred or paid by a director or officer of the Company in the
successful defense of any action, suit or proceeding, is asserted by such
director or officer in connection with the securities being registered, the
Company will, unless in the opinion of our counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Our certificate of incorporation provides that our directors shall not be
liable for monetary damages for breach of such director's fiduciary duty of care
to us and our stockholders except for liability for breach of the director's
duty of loyalty to us or our stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware Law. This provision does not eliminate the duty of care and,
inappropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware Law. The
provision also does not affect a director's responsibilities under any other law
such as the federal or state securities or environmental laws.
There is no pending litigation or proceeding involving any of our
directors, officers, employees or other agents as to which indemnification is
being sought, no are we aware of any pending or threatened litigation that may
result in claims for indemnification by any director, officer, employee or other
agent.
Item 7. Exemption from Registration Claimed
Not applicable to this Registration Statement.
<PAGE>
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
A. 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 (i) to include
any prospectus required by Section 10(a)(3) of the Act, (ii) to
reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement, and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however,
that clauses (1)(i) and (1)(ii) shall not apply if 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 into this Registration
Statement; and
(2) that for the purpose of determining any liability under the Act 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.
B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference into this 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 Act may be
permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 of this
Registration Statement or otherwise, the Registrant has been advised that, in
the opinion of the SEC, 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.
<PAGE>
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 New York, New York, on this 10th day of November, 2000.
LAIDLAW GLOBAL CORPORATION, INC.
By: /S/ Roger Bendelac
-------------------------------------
Roger Bendelac, C.E.O.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
Each person whose signature appears below constitutes and appoints Roger
Bendelac, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be signed in several counterparts. Pursuant to the requirements of
the Securities Act of 1933, as amended, this Registration Statement has been
signed by the following persons in the capacities indicated on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Anastasio Carayannis Director November 10, 2000
--------------------------------
Anastasio Carayannis
/s/ Daniel Bendelac Director November 10, 2000
--------------------------------
Daniel Bendelac
/s/ Larry D. Horner Director November 10, 2000
--------------------------------
Larry D. Horner
/s/ Jean-Marc Beaujolin Director November 10, 2000
--------------------------------
Jean-Marc Beaujolin
/s/ John P. O'Shea Director November 10, 2000
--------------------------------
John P. O'Shea
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
5.0 Opinion Re: Legality, of Beckman, Millman & Sanders LLP
dated August 25, 2000
10.0 Consulting Agreement by and between Kazi Hasan and
Laidlaw Global Corporation, dated October 17, 2000
23.0 Consent of Grant Thornton LLP
24.0 Power of Attorney (included on the Signature Page hereof)
