As filed with the Securities and Exchange Commission
on October 5, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VERSATECH, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 88-0330263
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 Keystone Street
Hawley, PA 18428
(Address of Principal Executive Offices, Including Zip Code)
Second Employee and Consultant Stock Payment Plan
(Full Title of the Plan)
MICHAEL J. DAILY, PRESIDENT
VERSATECH, INC.
300 KEYSTONE STREET
HAWLEY, PA 18428
(717) 226-8515
(Name and Address, including Zip Code,
Telephone Number and Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title Of Proposed Proposed
Securities Maximum Maximum
To Be Amount To Be Offering Price Aggregate Offering Amount Of
Registered Registered Per Share (1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.0003 332,910 Shares $.475 $158,132.25 $41.75
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<FN>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee, on
the basis of the average of the bid and asked prices of the common
stock on the OTC Bulletin Board on October 3, 2000.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
VersaTech, Inc. (the "Company" or "Registrant") incorporates
by reference into this registration statement the following
documents:
(a) The Registrant's latest annual report, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that contains audited
financial statements for the Registrant's fiscal year ended
December 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-QSB for
the Quarters Ended March 31, 2000 and June 30, 2000; and
(c) The description of the Registrant's Common Stock
contained in the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on June 20,
1997.
(d) All other reports and documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Partners of Rosenfeld & Kaplan, LLP. will receive shares of
stock of VersaTech, Inc. pursuant to this Registration Statement
in payment for legal services that have been rendered. Prior to
this Registration Statement, partners of Rosenfeld & Kaplan, LLP.
have received common stock of VersaTech, Inc. in compensation for
legal services.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes empowers a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative 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 enterprise. Depending on the character of the
proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgements, 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 proceeding, had no cause
to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which
such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall
deem proper. Section 78.751 further provides that to the extent
a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in
the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by him or her in connection
therewith.
The Company's Articles of Incorporation and By-Laws provide
in effect that the Company may indemnify to the full extent of
its power to do so, all Directors, Officers, employees, and
agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to Exhibit Table in Item 601 of Regulation S-B).
No. Exhibit
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5.0 Opinion of Counsel re: legality
23.0 Consent of Counsel (included in Exhibit 5.0)
23.1 Consent of Accountant
99.0 Board Resolution
ITEM 9. UNDERTAKINGS
The Registrant undertakes that it will submit the plan and
any amendment thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes required by
the IRS in order to qualify the plan.
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 Hawley, State of Pennsylvania, on this 4th day of
October, 2000.
VERSATECH, INC.
By: /s/ MICHAEL J. DAILY
Michael J. Daily
President and duly authorized
Officer
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<PAGE>
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 date indicated.
Name Title Date
---- ----- ----
/s/ MICHAEL J. DAILY President, CEO October 4, 2000
---------------------- & Director
Michael J. Daily
(principal executive officer and director)
/s/ GARY STAFFORD Chief Financial October 4, 2000
---------------------- Officer & Director
Gary Stafford
(principal financial officer, principal
accounting officer and director)
/s/ STEVE KRAKONCHUK Director October 4, 2000
----------------------
Steve Krakonchuk
(director)
/s/ RONALD W. MEREDITH Director October 4, 2000
----------------------
Ronald W. Meredith
(director)
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