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As filed with the Securities and Exchange Commission on July 17, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AMERIQUEST TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of 33-0244136
incorporation organization) (I.R.S. Employer Identification No.)
2465 Maryland Road
Willow Grove, Pennsylvania 19090
(Address of principal executive offices)
1998 EQUITY COMPENSATION PLAN
(Full title of the plan)
Jon D. Jensen
Chief Executive Officer, President and Chief Financial Officer
AmeriQuest Technologies, Inc.
2465 Maryland Road
Willow Grove, Pennsylvania 19090
(Name and address of agent for service)
(215) 658-8900
(Telephone number, including area code, of agent for service)
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Copy to:
Steven M. Cohen, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share(2) price registration fee
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Common Stock,
par value $.01 per share 4,700,000(1) $.18102 $850,821 $212.63
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(1) This registration statement covers shares of common stock of
AmeriQuest Technologies, Inc. which may be offered or sold pursuant
to the 1998 Equity Compensation Plan. In addition, pursuant to Rule
416(a) under the Securities Act of 1933, this registration statement
covers an indeterminate number of shares of common stock that may be
issued upon stock splits, stock dividends or similar transactions in
accordance with Rule 416.
(2) 2,909,000 shares underlying options under the 1998 Equity
Compensation Plan are calculated pursuant to Rule 457(h) of the
Securities Act of 1933 solely for the purpose of calculating the
registration fee, based upon the price at which such outstanding
options may be exercised (128,000 shares at $.0940 per share; 32,000
shares at $.3590 per share; 490,000 shares at $.3125 per share;
274,000 shares at $.1090 per share; and 1,985,000 shares at $.0900
per share). The remaining 1,791,000 unissued shares authorized under
the 1998 Equity Compensation Plan are calculated pursuant to
paragraphs (c) and (h) of Rule 457 solely
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for the purpose of calculating the registration fee based on the
average of the high and low prices for AmeriQuest Common Stock as
reported on the OTC Bulletin Board on July 13, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this
Part I of Form S-8 (plan information and registrant information and employee
plan annual information) will be sent or given to employees as specified by
Securities and Exchange Commission Rule 428(b)(1). Such documents need not be
filed with the Securities and Exchange Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in
this registration statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by AmeriQuest
Technologies, Inc. (the "Company") with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement and
made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year
ended September 30, 2000, filed on January 16, 2001;
(b) Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001, filed on May 21, 2000; and
(c) Current Report on Form 8-K filed on April 5, 2001.
All reports and other documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such documents. Any statement contained in any document,
all or a portion of which is 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 or incorporated by reference herein
modifies or supersedes such statement. Any 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
("Section 145") permits indemnification of directors, officers, agents and
controlling persons of a corporation under certain conditions and subject to
certain limitations. Section 145 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 such
person is or was a director, officer or agent of the corporation or another
enterprise if serving at the request of the corporation. Depending on the
character of the
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proceeding, a corporation may indemnify against expenses (including attorneys'
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 the person 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 reasonable cause to
believe such person's conduct was unlawful. In the case of an action by or in
the right of the corporation, no indemnification may be made with respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court of
chancery or 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 145 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 defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually or reasonably incurred by such person in connection
therewith.
As permitted by the Delaware General Corporation Law,
the Company has included a provision in its Restated Certificate of
Incorporation that, subject to certain limitations, eliminates the ability of
the Company and its stockholders to recover monetary damages from a director
of the Company for breach of fiduciary duty as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of
this Registration Statement.
Exhibit
Number Exhibit
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4.1 - Registrant's Restated Certificate of Incorporation and Bylaws
(incorporated by reference)
4.2 - 1998 Equity Compensation Plan
5.1 - Opinion of Morgan, Lewis & Bockius LLP
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)
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;
(ii) To reflect in the prospectus any facts or
events which, individually or together, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information on the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
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Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do 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 Company pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this registration
statement.
(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 the
purpose of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or 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.
(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.
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SIGNATURES AND POWER OF ATTORNEY
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 Willow Grove, Pennsylvania, on the 17th day of
July, 2001.
AMERIQUEST TECHNOLOGIES, INC.
By: /s/ Jon D. Jensen
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JON D. JENSEN
Chief Executive Officer, President and Chief
Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jon D. Jensen, 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 to this Registration Statement, and
to file the same, 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 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.
Pursuant to the requirements of the Securities Act 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signatures Title Date
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/s/ Jon D. Jensen Chief Executive Officer, President, July 17, 2001
- ----------------------------------- Chief Financial Office and a
Jon D. Jensen Director (principal executive
officer; principal financial officer
and principal accounting officer)
/s/ Edward B. Cloues, II Director July 17, 2001
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Edward B. Cloues, II
/s/ Alexander C. Kramer Director July 17, 2001
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Alexander C. Kramer
/s/ Walter A. Reimann Director July 17, 2001
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Walter A. Reimann
/s/ Charles W. Soltis Director July 17, 2001
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Charles W. Soltis
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 - Registrant's Restated Certificate of Incorporation and bylaws (incorporated by reference)
4.2 - 1998 Equity Compensation Plan
5.1 - Opinion of Morgan, Lewis & Bockius LLP
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)