As filed with the Securities and Exchange Commission on July 27, 2001
Registration No. 333-___________________________
Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement Under
The Securities Act of 1933
driversshield.com Corp.
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(Exact name of Registrant as specified in its charter)
New York 11-2750412
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
51 East Bethpage Road, Plainview New York 11803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 694-1010
Agreement for Services with Raymond Burghard
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(Full title of Plan)
Barry Siegel
driversshield.com Corp.
51 East Bethpage Road
Plainview, New York 11803
(Name, address, including Zip Code and
telephone number including area
code of agent for service)
With a Copy to:
Lawrence A. Muenz, Esq.
Meritz & Muenz LLP.
Three Hughes Place
Dix Hills, New York 11746
Calculation of Registration Fee
Title of each Proposed Proposed
class of maximum maximum Amount of Total
securities to amount to be offering price aggregate registration
be registered registered per unit offering price fee
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Common Stock 100,000 $1.532 $153,200 $38
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(1) Price calculated in accordance with Rule 457(c) of the regulations
promulgated under Securities Act of 1933.
Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In accordance with the requirements of the Securities Exchange Act of
1934, the Company periodically files certain reports and other information with
the Commission. The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000;
2. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2001;
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all remaining securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents. Any statement in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be 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. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 722 of the New York Business Corporation Law allows companies to
indemnify their directors and officers against expenses, judgments, fines and
amounts paid in settlement under the conditions and limitations described in the
law. Our certificate of incorporation authorizes us to indemnify our officers,
directors and other agent to the fullest extent permitted under New York law.
Our certificate of incorporation provides that a director is not
personally liable for monetary damages to us or our stockholders for breach of
his or her fiduciary duties as a director. A director will be held liable for a
breach of his or her duty of loyalty to us or our stockholders, his or her
intentional misconduct or willful violation of law, actions or in actions not in
good faith, an unlawful stock purchase or payment of a dividend under New York
law, or transactions from which the director derives an improper personal
benefit. This limitation of liability does not affect the availability of
equitable remedies against the director including injunctive relief or
rescission.
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We have purchased a directors and officers liability and reimbursement
policy that covers liabilities of our directors and officers arising out of
claims based upon acts or omissions in their capacities as directors and
officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. Exhibits
5.1. Legal Opinion of Meritz & Muenz LLP.
23. Consent of Experts and Counsel
23.1 Consent of Nussbaum Yates & Wolpow, P.C.
Item 9. Undertakings
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 to include any material
information with respec to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) that, for purposes of determining any liability under the Securities
Act, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
Insofar as the indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 a successful defense of any action, suit or proceeding) is
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asserted by such director, officer or controlling person in connection with the
securities being registered hereunder, the Registrant will, unless in the
opinion of its counsel the question has already been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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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, thereunto duly
authorized, in Plainview, New York, on July 27, 2001.
driversshield.com Corp
By: s/ Barry Siegel
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Barry Siegel
Chairman of the Board of Directors,
Treasurer, Secretary,
Chief Executive Officer,
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.
By: s/ Barry Siegel Date: July 27, 2001
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Barry Siegel
Chairman of the Board of Directors,
Treasurer, Secretary,
Chief Executive Officer,
By: s/Barry J. Spiegel Date: July 27, 2001
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Barry J. Spiegel
President
Driversshield.com ADS Corp.
Director
By: s/Philip Kart Date: July 27, 2001
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Philip Kart
Chief Financial Officer
By: s/Kenneth J. Friedman Date: July 27, 2001
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Kenneth J. Friedman
Director
By: s/R. Frank Mena Date: July 27, 2001
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R. Frank Mena
Director
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Index of Exhibits
5.1. Legal Opinion of Meritz & Muenz LLP.
23. Consent of Experts and Counsel
23.1 Consent of Nussbaum Yates & Wolpow, P.C.
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