As Filed with the Securities and
Exchange Commission on November 7, 2001
No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VERTICAL COMPUTER SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 65-0393635
(State of Incorporation) (I.R.S. Employer Identification No.)
6336 Wilshire Boulevard
Los Angeles, California 90048
(Address of Principal Executive Offices)
Twenty One (21) Services Contracts
(Full Title of the Plans)
Copy to:
Richard Wade Gary L. Blum, Esq.
6336 Wilshire Boulevard Law Offices of Gary L. Blum
Los Angeles, CA 90048 3278 Wilshire Blvd., Suite 603
Telephone (323) 658-4211 Los Angeles, CA 90010
Facsimile (323) 658-4210 Telephone (213) 381-7450
(Name, Address and Telephone Facsimile (213) 384-1035
Number of Agent for Service)
1
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Offering Maximum Amount
Securities to Amount to be Price Per Aggregate of Registration
Title of Plan be Registered Registered Share Offering Fee
------------- ------------- ------------ --------- --------- ---------------
Services Contracts Common Shares 9,290,630 [1] $0.05 $464,531.50 $116.13
Eighteen (18)
Services Contracts Common Shares 88,000 [1] $0.025 $2,200.00 $ .55
One (1)
Services Contracts Common Shares 10,844,828 [1] $0.0145 $157,250.00 $39.31
Two (2)
TOTAL 20,223,458 $623,981.50 $155.99
- ----------
(Footnotes)
[1] Calculated pursuant to Rule 457(h).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
ITEM 2. REGISTRANT INFORMATION
The information required by Items 1 and 2 of Part I are not filed as part
of this Registration Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Vertical Computer Systems, Inc. (the
"Company"), previously filed with the Securities and Exchange Commission, are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
above reference to the Company's Annual Report on Form 10-K.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, prior to the filing of a post-effective
amendment, which indicates that all securities offered have been sold, or which
reregisters all securities then remaining unsold, 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.
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 ("DGCL") provides that
a corporation may 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 or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Section 145 further provides that a corporation
similarly may indemnify any such person serving in any such capacity who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action by or in the right of the corporation to procure a judgment in
its favor, against expenses actually and reasonably incurred in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and expect that no indemnification shall be made in respect
of 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 such court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnification for
such expenses which the court shall deem proper.
The Seventh Article of the Company's Certificate of Incorporation provides
that a director of the corporation shall not be personally liable for monetary
damages to the corporation or its stockholders for breach of any fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware General Corporation Law and (iv)
for any transaction from which the director derives and improper personal
benefit.
Section 145 of the Delaware General Corporation Law permits a corporation to
maintain insurance to protect itself and any director, officer, employee or
agent of the corporation. The Company presently maintains in effect a liability
insurance policy covering officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Index to Exhibits at Page 8 of this Registration Statement.
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, represents 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 such
information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or
Form S-8 and 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 this
Securities Exchange Act of 1934 that are incorporated by
reference in the 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 at the 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 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 that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at the 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 Company pursuant to the foregoing provisions described
under Item 6 above, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding)
is asserted against the Company by such director, officer or controlling
person in connection with the securities being registered, the Company
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 Securities Act of 1933 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 Los Angeles, State of California on the 6th day of
November, 2001
VERTICAL COMPUTER SYSTEMS, INC.
BY: /s/ Richard Wade
-----------------------------------
RICHARD WADE
PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the 6th day of November 2001.
SIGNATURE TITLE
--------- -----
/s/ RICHARD WADE PRESIDENT AND DIRECTOR
-------------------------------
RICHARD WADE
/s/ WILLIAM MILLS DIRECTOR
-------------------------------
WILLIAM MILLS
/s/ STEVEN GUNN CHIEF FINANCIAL OFFICER
-------------------------------
STEVEN GUNN
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
5.1 Opinion of Law Offices of Gary L. Blum
10.1 Agreement between
Registrant and Chuck Ashman
dated October 29, 2001.
10.2 Agreement between
Registrant and Michael Blum.
dated October 29, 2001.
10.3 Agreement between
Registrant and Gary Blum
dated November 2, 2001.
10.4 Agreement between
Registrant and Justin Davis
dated October 29, 2001.
10.5 Agreement between
Registrant and Allison Enderle dated October 29,
2001.
10.6 Agreement between
Registrant and Robert Farias
dated October 30, 2001.
10.7 Agreement between
Registrant and Donald P. Hateley dated October 29,
2001.
10.8 Agreement between
Registrant and Annette Keith
dated October 29, 2001.
10.9 Agreement between
Registrant and Aubrey McAuley dated October 29, 2001.
10.10 Agreement between
Registrant and Tom McCloskey
dated October 29, 2001.
10.11 Agreement between
Registrant and William Mills
dated October 29, 2001.
10.12 Agreement between
Registrant and Leroy Molock
dated October 29, 2001.
10.13 Agreement between
Registrant and David Rezeieh
dated October 29, 2001.
10.14 Agreement between
Registrant and Steve Rosetti
dated October 29, 2001.
10.15 Agreement between
Registrant and Priyam Sharma
dated November 2, 2001.
10.16 Agreement between
Registrant and Jacob Stearns
dated October 29, 2001.
10.17 Agreement between
Registrant and Marilyn Stewart
dated November 1, 2001.
10.18 Agreement between
Registrant and Vasu Vijay
dated October 29, 2001.
10.19 Agreement between
Registrant and Vijay Armitraj
dated October 29, 2001.
10.20 Agreement between
Registrant and Taurus Global, LLC
dated July 9, 2001.*
10.21 Agreement between
Registrant and M. S. Farrell & Co., Inc.
dated July 9, 2001.*
23.1 Consent of Law Offices of Gary L. Blum
(Included in Exhibit 5.1)
23.2 Consent of BDO Seidman, LLP
* Included in Registration statement in Form S-8 previously filed on July 13,
2001 and incorporated by reference herein.