As Filed with the Securities and Exchange Commission on November 30, 2000.
Registration Number 0-20101
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
URECOATS INDUSTRIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3545304
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Powerline Business Park
4100 North Powerline Road, Suite F-1
Pompano Beach, Florida 33073
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(Address of Principal Executive Offices) (Zip Code)
URECOATS INDUSTRIES INC.
2000 STOCK PURCHASE AND OPTION PLAN
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(Full title of the Plan)
Alfred V. Greco, PLLC
666 Fifth Avenue (14th Floor)
New York, New York 10103
Telephone: (212) 246-6550
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share (a) price (a) fee (a)
-------------- ------------ --------- ---------- ------------
Common Stock
$.01 par value 5,000,000 $1.00 $5,000,000 $ 1,320.00
(a) estimated solely for purposes of computing filing fee.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1: Plan Information.
The information required by Part I is included in documents to be sent or given
to the participants.
ITEM 2: Registration Information and Employee Plan Annual Information.
Upon written or oral request, Urecoats Industries Inc., a Delaware corporation
(the "registrant") will provide, without charge, a copy of all documents
incorporated by reference in Item 3 of Part II of this registration statement,
which are incorporated by reference in the Section 10(a) prospectus, and all
other documents required to be delivered to employees pursuant to Rule 428(b)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
All requests should be made to Urecoats Industries Inc., attn: Michael T.
Adams, Corporate Secretary, 4100 North Powerline Road, Suite F-1, Pompano Beach,
Florida 33073, telephone number (954) 977-5428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference.
The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this registration statement
by reference:
(a) The registrant's latest annual report on Form 10-KSB.
(b) All other reports filed by the registrant pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the year covered by the Form 10-KSB referred to in
(a) above.
(c) Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of 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 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.
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ITEM 4: Description of Securities.
The registrant is authorized to issue One Hundred and Forty Million
(140,000,000) shares of Common Stock. The par value of each of said shares is
$.01. All such shares are of one class, which shares of Common Stock have full
voting and dividend rights (subject to such preferential dividend rights as may
be applicable to shares of Preferred Stock) but without cumulative voting rights
or any pre-emptive rights.
ITEM 5: Interests of Named Experts and Counsel.
Not Applicable
ITEM 6: Indemnification of Directors and Officers.
The registrant's Restated Certificate of Incorporation generally provides for
the maximum indemnification of a corporation's officers and directors as
permitted by law in the State of Delaware. Delaware law empowers a corporation
to indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified 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
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses, including amounts paid in settlement and attorney's fees
actually and reasonably incurred by him or her in connection with the defense or
settlement of the action or suit if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation unless
and only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for which expenses as the court deems proper.
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To the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him or her in
connection with the defense. Any indemnification under this section, unless
ordered by a court or advanced pursuant to this section, must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) by the stockholders; (b) by
the board of directors by majority vote or a quorum consisting of directors who
were not parties to the action, suit or proceeding; (c) if a majority vote of a
quorum consisting of directors who were not parties to the action, suit or
proceeding so orders, by independent legal counsel in a written opinion; or (d)
if a quorum consisting of directors who were not parties to the action, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
The restated certificate of incorporation, the bylaws or an agreement made by
the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) does not exclude any other rights to which a
person seeking indemnification or advancement or expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his or her
official capacity or an action in another capacity while holding his or her
office, except that indemnification, unless ordered by a court pursuant to this
section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
ITEM 7: Exemption From Registration Claimed.
Not Applicable
ITEM 8: Exhibits.
The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.
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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;
(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) above 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
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in 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.
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(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, the registrant has 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 Registrant of expenses incurred
or paid by a director, officer or controlling person 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 Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Pompano Beach, State of Florida, on November 30,
2000.
URECOATS INDUSTRIES INC.
(Registrant)
By: /s/ Larry T. Clemons
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Larry T. Clemons
President
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
Name Capacities Date
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/s/ Richard J. Kurtz Chairman of the Board November 28, 2000
------------------------ and Chief Executive
Richard J. Kurtz Officer
/s/ Larry T. Clemons President, Chief Operating November 27, 2000
------------------------ Officer, Treasurer and
Larry T. Clemons Director
/s/ Paul B. Andreassen Chief Financial Officer November 27, 2000
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Paul B. Andreassen
/s/ David M. Goldblatt Director November 29, 2000
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David M. Goldblatt
/s/ Arthur J. Gregg Director November 29, 2000
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Arthur J. Gregg
/s/ Gary M. Zeller Director November 29, 2000
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Gary M. Zeller
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The Plan. Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pompano Beach, State of Florida, on November 30,
2000.
2000 STOCK PURCHASE AND OPTION PLAN
(Plan)
By: /s/ Larry T. Clemons
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Larry T. Clemons
Treasurer
By: /s/ Michael T. Adams
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Michael T. Adams
Secretary
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EXHIBIT INDEX
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Page in Sequential
Exhibit Number System
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(1) Not Applicable
(2) Not Applicable
(3) Not Applicable
(4) Instruments defining the rights of security
holders, including indentures.
(i) Excerpts of the Company's Restated
Certificate of Incorporation, as amended. 10-12
(ii) Excerpts of the Company's By-Laws. 13-17
(5) Opinion on legality.
(i) Consent and Opinion of Alfred V. Greco, PLLC 18
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) The Company's 2000 Stock Purchase and Option Plan 19-31
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Consent of experts and Counsel
(i) Consent of Joel S. Baum, CPA, PA 32
(ii) Consent of Alfred V. Greco, PLLC
(included in (5) above) 33
(24) Not Applicable
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Not Applicable
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