As filed with the Securities and Exchange Commission on March 5, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________________________________
Wireless Data Solutions, Inc.
(Exact Name of Registrant as Specified in its Charter)
Utah 93-0734888
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
1016 Shores Acres Drive
Leesburg, Florida 34784
(Address of Principal Executive Offices) (Zip Code)
_______________________________________________
Consulting Agreement
Consulting Agreement
Consulting Agreement
(Full Title of the Plans)
___________________________________
MICHAEL B. McLAUGHLIN
President and Chief Executive Officer
Wireless Data Solutions, Inc.
1016 Shores Acres Drive
Leesburg, Florida 34784
(Name and Address of Agent for Service)
(352) 323-1295
(Telephone Number, Including Area Code, of Agent for Service)
__________________________________________
With Copy to:
Holland & Hart LLP
215 South State Street, Suite 500
Salt Lake City, UT 84111-2346
(801) 595-7800
ATTENTION: P. CHRISTIAN ANDERSON, ESQ.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Be Price Per Offering Registration
Title of Securities to be Registered (1) Registered Share Price Fee
- -------------------------------------------------------------------------------------------------
Consulting Agreement under which
David Wood, Henry Hanson and Joe
Zachman have the right to acquire
Common Stock, no par value 300,000 $0.325(2) $97,500 $29.54
Consulting Agreement under which
David Wood has the right to acquire
Common Stock, no par value 150,000 $0.325(2) $48,750 $14.77
Consulting Agreement under which
Brian Blankenburg has the right to acquire
Common Stock, no par value 300,000 $0.325(2) $97,500 $29.54
----------------------------------------------------
Total 750,000 $243,750 $73.85
- -------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement shall also cover any additional shares of the Registrant's
Common Stock, no par value, which are issued or become issuable under the Consulting Agreement to
prevent dilution resulting from any stock dividend, stock split, recapitalization or other
similar transaction.
(2) Estimated in accordance with Rule 457(h) under the Securities Act based on the average of
the bid and asked price as of March 3, 1998 as reported on OTC Bulletin Board.
PART II
Item 3. Incorporation of Certain Documents by Reference.
-------------------------------------------------
The following documents filed by Wireless Data Solutions, Inc. (the
"Registrant") with the Commission are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's effective registration statement on Form 10-SB
filed with the Commission on February 12, 1998 (the "Form 10-SB") under the
Securities Exchange Act of 1934, as amended, which contains audited financial
statements for the fiscal year ended September 30, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997.
(c) The description of the Registrant's no par value Common Stock
contained in the Form 10-SB filed with the Commission on February 12, 1998
under the Exchange Act.
(d) All documents filed subsequent hereto 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 securities offered have been sold
or which deregisters all securities then remaining unsold.
The consolidated financial statements of the Registrant as of September
30, 1997 and 1996, that are included in the Registrant's registration
statement on Form 10-SB and incorporated by reference in this Registration
Statement, have been audited by James B. Harned, independent auditor, as
stated in his report, which is incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of James B. Harned pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission),
and upon the authority of such firm as experts in accounting and auditing.
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 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner he
or she 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 his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a
director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which
the director was adjudged liable on the basis that he or she improperly
received a personal benefit. Otherwise, Section 16-10a-902(5) allows
indemnification for reasonable expenses incurred in connection with a
proceeding by or in the right of the corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction. Section 16-10a-907(1)
extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a
party against reasonable expense incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), a corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking
and a written affirmation of his or her good faith belief that he or she has
met the standard of conduct specified in Section 16-10a-902. Unless limited
by the Articles of Incorporation, Section 16-10a-907(2) extends this
protection to officers, employees, fiduciaries and agents of a corporation as
well.
Regardless of whether a director, officer, employee, fiduciary or agent
has the right to indemnify under the Utah Revised Business Corporation Act,
Section 16-10a-908 allows a corporation to purchase and maintain insurance on
his or her behalf against liability resulting from his or her corporate role.
Article IV of the Company's Articles of Incorporation provides for the
indemnification, to the fullest extent permitted by the Utah Revised Business
Corporation Act or any other applicable law as in effect from time to time, of
any director of the Company for liability to the corporation or to its
shareholders for monetary damages for any action taken, or any failure to take
any action, as a director.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
Regulation S-K
Exhibit Document
- --------------- ------------------
4.1 Consulting Agreement dated April 15, 1997,
among Products, Services & Technology
Corporation, David Wood, Henry Hanson
and Joe Zachman
4.2 Consulting Agreement dated October 15, 1997,
between Wireless Data Solutions, Inc. and David Wood
4.3 Consulting Agreement dated March 4, 1998
between Wireless Data Solutions, Inc. and Brian
Blankenburg
5 Opinion of Holland & Hart LLP, as to the legality of
securities being registered.
23.1 Consent of James B. Harned, Independent Auditor.
23.2 Consent of Holland & Hart LLP (contained in Exhibit 5).
24 Power of Attorney (included on page 7 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 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.
(2) That, for the purpose 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.
(b) 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 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 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
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 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
Securities 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 Leesburg, State of Florida, on March 4, 1998.
Wireless Data Solutions, Inc.
/s/ Michael B. McLaughlin
----------------------------------
Michael B. McLaughlin
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS by these presents that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints
Michael B. McLaughlin and Patrick Makovec, and each of them, as his true and
lawful attorney-in-fact and agent, with full power of substitution, to sign on
his behalf individually and in the capacity stated below, and to perform any
acts necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement
or the amendments thereto and each of the undersigned does hereby ratify and
confirm all that such attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities indicated on March 4, 1998:
Signature Title
- --------- ---------
/s/ Michael B. McLaughlin President and Chief Executive Officer
- ------------------------ (Principal Executive Officer) and Director
Michael B. McLaughlin
/s/ Patrick Makovec Chief Financial Officer and Director
- -------------------------- (Principal Financial and Accounting
Patrick Makovec Officer)
/s/ Brian Blankengurg Director
- ---------------------
Brian Blankenburg
Wireless Data Solutions, Inc.
EXHIBIT INDEX
Regulation S-K
Exhibit Document
- -------------- ------------------------------------------------
4.1 Consulting Agreement dated April 15, 1997, among Products,
Services & Technology Corporation, David Wood, Henry Hanson
and Joe Zachman
4.2 Consulting Agreement dated October 15, 1997 between Wireless
Data Solutions, Inc. and David Wood
4.3 Consulting Agreement dated March 4, 1998 between Wireless
Data Solutions, Inc. and Brian Blankenburg
5 Opinion of Holland & Hart LLP as to the legality of
securities being registered.
23.1 Consent of James B. Harned, Independent Auditor.
23.2 Consent of Holland & Hart LLP (contained in Exhibit 5).
24 Power of Attorney (included on page 7 of this Registration
Statement)