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As filed with the Securities and Exchange Commission on July 22, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LONG DISTANCE DIRECT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-0323376
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1 Blue Hill Plaza
Pearl River, New York 10965
(Address of Principal Executive Offices) (Zip Code)
1998 Equity Incentive Plan
(Full title of the plan)
Steven Lampert
1 Blue Hill Plaza
Pearl River, New York 10965
(914) 620-0765
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee(2)
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Common Stock,
$.001 par value 2,000,000 shares $1.6875 $3,375,000 $995.63
(1) The number of shares being registered is the maximum aggregate number of
shares presently issuable under the Plan. The registration statement also
includes an indeterminable number of additional shares that may become
issuable under the Plan pursuant to anti-dilution provisions.
(2) Computed pursuant to Rule 457(h) on the basis of the average of the bid
and asked price of the Common Stock on July 20, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Bikers Dream, Inc., a California corporation
(the "Company") filed with the Securities Exchange Commission are incorporated
by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the Company's fiscal year ended
December 31, 1997.
(c) The description of the Company's Common Stock contained in the
Registration Statement filed pursuant to Section 12 of the Exchange Act,
together with all amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold under this Registration Statement 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 in this Registration
Statement by reference shall be deemed to be modified or superseded for the
purpose of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other document subsequently filed
pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.
Item 4. Description of Securities.
Not applicable. The Company's Common Stock is registered under Section 12
of the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
The legality of the Company's securities being registered will be passed
upon by Day Campbell & McGill. Members of the firm of Day Campbell & McGill
owned an aggregate of 273,260 shares of the Company's Common Stock and options
to purchase an aggregate of 350,000 shares of the Company's Common Stock on June
30, 1998.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provides that (a) the personal
liability of a director or officer to the Company or its stockholders for
damages for breach of fiduciary duty as a director or officer shall be
eliminated to the fullest extent permissible under Nevada law except for: (i)
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law; or (ii) the payment of distributions in violation of Section
78.300 or the Nevada Revised Statutes, and (b) if the Nevada Revised Statutes
are hereinafter amended to authorize the further elimination or limitation of
the liability of a director or officer, then the liability of a director or
officer of the corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada Revised Statutes, so as amended.
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended (the "Securities Act") and
is therefore unenforceable.
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits.
Exhibit Description
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3.1 Amended and Restated Articles of Incorporation
(incorporated by reference to the Company's Form 10-K/A
dated November 7, 1996 filed with the Commission on
November 7, 1996).
3.3 Bylaws of the Company (incorporated by reference to the
Company's Form 10-K/A dated November 7, 1996 filed with
the Commission on November 7, 1996).
5 Opinion of Day Campbell & McGill as to the legality of
the securities being registered.
10.1 1998 Equity Incentive Plan of the Company.
23.1 Consent of Adelman, Katz and Mond, L.L.P.
23.2 Consent of Day Campbell & McGill (included in its
opinion filed as Exhibit 5).
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 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 material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to that information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
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(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 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
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 Pearl River, State of New York, on July 20, 1998.
LONG DISTANCE DIRECT HOLDINGS, INC.
By: /s/ Steven Lampert
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Steven Lampert, President
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Herm
Rosenman, President of the Registrant, 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
(including post-effective amendments) to this registration statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any other regulatory
authority, 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, 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 may lawfully do or cause to be done by virtue hereof.
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.
Name Title Date
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/S/ Steven Lampert President and Director July 20, 1998
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Steven Lampert
/S/ Michael Preston Chief Financial Officer and July 20, 1998
------------------------ Director
Michael Preston
/S/ Lori Colin Controller July 20, 1998
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Lori Colin
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Amended and Restated Articles of Incorporation
(incorporated by reference to the Company's Form
10-K/A dated November 7, 1996 filed with the
Commission on November 7, 1996).
3.3 Bylaws of the Company (incorporated by reference
to the Company's Form 10-K/A dated November 7,
1996 filed with the Commission on November 7,
1996).
5 Opinion of Day Campbell & McGill as to the
legality of the securities being registered.
10.1 1998 Equity Incentive Plan of the Company.
23.1 Consent of Adelman, Katz and Mond, L.L.P.
23.2 Consent of Day Campbell & McGill (included in
its opinion filed as Exhibit 5).
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