SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SURETY HOLDINGS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-2229054
(STATE OR OTHER JURISDICTION (IRS EMPLOYER ID NO.)
OF INCORPORATION OR ORGANIZATION)
850 FORT PLAINS ROAD
HOWELL, NEW JERSEY 07731
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
WRITTEN COMPENSATION CONTRACTS
HOWARD R. KNAPP
CHIEF FINANCIAL OFFICER
850 FORT PLAINS ROAD
HOWELL, NEW JERSEY 07731
(NAME AND ADDRESS OF AGENT FOR SERVICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 732-886-0706
COPY TO:
JEROME M. SELVERS, ESQ.
SONNENBLICK, PARKER & SELVERS, PC
4400 ROUTE 9 SOUTH
FREEHOLD, NEW JERSEY 07728
732-431-1234
CALCULATION OF REGISTRATION FEE
============================================================================================
Proposed maximum Proposed maximum Amount of
Title of Securities Amount to be offering price per aggregate offering Registration
to be registered registered (1) share (2) price (2) Fee
- --------------------------------------------------------------------------------------------
WRITTEN COMPENSATION
CONTRACTS
COMMON STOCK $0.001
PAR VALUE (1) 15,000 $5.85 $87,750 $8.07
- --------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends of similar transactions.
(2) Has been estimated in accordance with Rule 457(c) under the Securities
Act of 1933, solely for the purpose of calculating the registration fee. No
options have been granted with respect to such shares. The computation is based
upon the average of the high and low price of the Common stock as reported on
the Nasdaq Over-the-Counter-Bulletin Board on January 17, 2003 because the price
at which the options to be granted in the future may be exercised is not
currently determinable.
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SURETY HOLDINGS CORP.
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the written compensation
contracts between Nat Manzella, Michael Radcliffe and Dennis Radcliffe and a
wholly owned subsidiary of the Registrant.
In January 2003, each of the foregoing individuals entered into an Employment
Agreement with a wholly owned subsidiary of the Registrant which provided that
each individual would receive 5,000 shares of the Registrant's common stock upon
the commencement of their employment and additional shares in the event certain
revenues were attained not later than March 31, 2003. This Registration
Statement covers a total of 15,000 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this Registration
Statement:
1. Registrant's Registration Statement on Form 10-SB, File No. 0-32331,
filed on 2/9/01, as amended, effective 9/21/01;
2. Registrant's quarterly reports on Form 10-QSB filed 5/21/01;
3. Registrant's quarterly reports on Form 10-QSB filed 8/14/01
4. Registrant's quarterly reports on Form 10-QSB filed on 12/28/01;
5. Registrant's form for annual report on Form 10KSB filed on 2/5/02;
6. Registrant's amended annual report on Form 10-KSB/A filed on 5/3/02;
7. Registrant's quarterly reports on form 10-QSB filed on 5/15/02;
8. Registrant's current report on Form 8-K filed on 6/5/02;
9. Registrant's quarterly reports on Form 10-QSB filed on 8/14/02;
10. Registrant's quarterly reports on Form 10-QSB filed on 11/14/02;
11. Registrant's current report on Form 8-K filed on 1/17/03;
12. The description of Registrant's common stock contained in its
registration statement filed on Form 10-SB (Registration Statement No.
0-32331 on 2/9/01, as amended , which registration statement became
effective on 9/21/01.
13. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended since the end of Registrant's
fiscal year ended December 31, 2002.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Sonnenblick, Parker & Selvers, PC
10.1 Employment Agreement between Subsidiary and Michael Radcliffe
10.2 Employment Agreement between Subsidiary and Dennis Radcliffe
10.3 Employment Agreement between Subsidiary and Nat Manzella
23.1 Consent of Sonnenblick, Parker & Selvers, PC as part of
Exhibit 5.1
23.2 Consent of Rothstein, Kass and Company, PC
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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.
SURETY HOLDINGS CORP.
BY: /S/ HOWARD R. KNAPP
HOWARD R. KNAPP
CHIEF FINANCIAL OFFICER
DATED: JANUARY 13, 2003
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
dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ YOSHIHIRO KAMON Chief Executive Officer 1/14/03
--------------- Director -------
YOSHIHIRO KAMON
/s/ HOWARD R. KNAPP Chief Financial Officer 1/14/03
--------------- Director -------
HOWARD R. KNAPP
/s/ STUART D. TAUBER Director 1/15/03
---------------- -------
STUART D. TAUBER
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