================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JD AMERICAN WORKWEAR, INC.
(Exact name of issuer as specified in its charter)
Delaware 05-0460102
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
46 Old Flat River Road, Coventry, Rhode Island 02816
(Address of Principal Executive Offices) (Zip Code)
CONSULTING AGREEMENT
(Full title of the Plan)
Steven Smith, 1400 Chamber Dr., Bartow, FL 33830
(Name and address of agent for service)
(863) 533-0326
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed
Title of Securities Amount to be Offering Price Maximum Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price Registration Fee
-------------------------------------------------------------------------------------------
Common Stock 2,015,000 $.06 $120,900 $30.23
===========================================================================================
</TABLE>
(1) Pursuant to Rule 457, estimated solely for the purpose of calculating the
Registration Fee, and computed in accordance with the average of last sale
prices of the Common Stock for the five (5) trading days prior to and
including January 2, 2001, as reported by OTC.
================================================================================
<PAGE>
PART I
ITEM 1. PLAN INFORMATION
JD AMERICAN WORKWEAR, INC.
CONSULTING AGREEMENT
The information set forth herein together with the documents annexed hereto
and made part hereof and incorporated herein by reference relates to the shares
of common stock of JD American Workwear, Inc. (the "Company") to be issued to
the consultant to pay for services rendered to the Company by said consultant.
The consulting agreement attached is:
A) 10-1 Consulting Agreement made and entered into this 28th day of December
2000 with Ian Horn, Esquire, consultant to provide legal and business
consulting services in exchange for 250,000 shares of company common stock,
par value $0.002.
B) 10-2 Consulting Agreement made and entered into this 28th day of December
2000 with Richard P. Greene, Esquire, consultant to provide legal services
in exchange for 15,000 shares of company common stock, par value $.002.
C) 10-3 Employee Stock Option Plan of 1995 pursuant to the direction of the
shareholders' meeting December 15, 2000 that provided for increase in the
authorized plan shares of 1,750,000 and incorporated by reference as filed
with the Registrant's Form SB-2 on October 27, 1995, File No. 33-98486.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of such person, a
copy of any document incorporated in this Registration Statement by reference,
except exhibits to such information, unless such exhibits are also expressly
incorporated by reference herein. Request for such information should be
directed to JD American Workwear, Inc., 1400 Chamber Dr., Bartow, FL 33830,
Attention: Corporate Secretary, telephone (863) 533-0326.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
1. Annual Report on Form 10-KSB/A for the year ended February 29, 2000;
2. Quarterly Reports on Form 10-QSB for the quarterly periods ended May
31, 2000 and August 31, 2000;
3. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, including but not
limited to, subsequently filed amendments to the above listed
documents and subsequently filed forms 10-KSB, 10-QSB, and 8-K, prior
to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing such documents.
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference 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 subsequently filed document which also is or
deemed to be incorporated by reference herein modified or supersedes such
statement. All information appearing in this Registration Statement is
qualified in its entirety by the information and financial statements
(including notes thereto) appearing in documents incorporated herein by
reference, except to the extent set forth in the immediately preceding
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. IDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company is permitted by Delaware law and required by its Certificate of
Incorporation and By-Laws to indemnify any present or former director, officer,
employee or agent against all expenses and liabilities reasonably incurred by
him in connection with any legal action in which such person is involved by
reason of his position with the Company unless he is adjudged liable for
negligence or misconduct in the performance of his duties as a director,
officer, employee or agent.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following are filed as exhibits to this Registration Statement:
EXHIBIT NO.
-----------
5 Opinion of Richard Greene, Esq.
10.1 Consulting Agreement of Ian Horn, Esq.
10.2 Consulting Agreement of Richard Greene, Esq.
10.3 Employee Stock Option Plan of 1995
23.1 Consent of Richard Greene, Esq. (included in Exhibit 5)
23.2 Consent of Bella, Hermida, Hancock, Gilman and Mueller
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 of 1933;
2
<PAGE>
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; and
iii. To include any additional or changed material information
with respect to the plan of distribution.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, 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 that remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 (a) or 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 the registration
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
Securities Act of 1933 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
3
<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 the City of Bartow, State of Florida this 8th day of
January, 2001.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Steven Smith President January 8, 2001
---------------------------
Steven Smith
/s/ Norman J. Birmingham Director January 8, 2001
--------------------------- Chief Financial Officer
Norman J. Birmingham (Principal Financial Officer)
/s/ Daniel L. Hefner Director January 8, 2001
---------------------------
Daniel L. Hefner
/s/ Robert E. Maxwell Director January 8, 2001
---------------------------
Robert E. Maxwell
4
