As filed with the Securities and Exchange Commission on
July 18, 2001
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DIAMOND INTERNATIONAL GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
6 Commercial Street, Hicksville, New York 11801
(Address of Principal Executive Offices) (Zip Code)
73-1556428
(I.R.S. Employer Identification No.)
Consulting
Shares Issued For Services
(Full title of the Plan)
Richard Levinson, President
Diamond International Group, Inc.
6 Commercial Street
Hicksville, New York 11801
(Name and address of agent for service)
(516) 433-3800
copies to:
Anslow & Jaclin, LLP
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate Amount of
to be to be price per offering registration
registered registered share(1)(2) price fee (1)
- ---------- ---------- ----------- ----- -------
Common Stock, 1,000,000 $0.21 $210,000 $52.50
$.001 par value
(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of the Registrant's Common Stock on July 17, 2001, a
date within five (5) days prior to the date of filing of this Registration
Statement, as reported by the OTC Bulletin Board.
(2) Estimated solely for the purpose of calculating the registration fee.
Documents Incorporated by Reference X Yes No
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement and made a part hereof:
(a) The Company's Form 8-K12g3 for Current Reports (and all amendments thereto)
and all Exhibits thereto filed pursuant to Section 12(g) of the Exchange Act of
1934, as amended (the "1934 Act") (File No. 000-29461);
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended June 30,
2000 filed pursuant to Section 15(d) of the 1934 Act.
(c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2000 filed pursuant to Section 15(d) of the 1934 Act.
(d) All other documents filed by the Company after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
date hereof and prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining in the Registration
Statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Certain legal matters in connection with the Common Shares being registered
herein will be passed upon for the Company by Anslow & Jaclin, LLP, 4400 Route
9, 2nd Floor, Freehold, NJ 07728.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and By-laws of the Company provide that the
Company shall indemnify to the fullest permitted by Delaware law any person whom
it may indemnify thereunder, including directors, officers, employees and agents
of the Company. Such indemnification (other than as ordered by a court) shall be
made by the Company only upon a determination that indemnification is proper in
the circumstances because the individual met the applicable standard of conduct
i.e., such person acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Company. Advances for such
indemnification may be made pending such determination. Such determination shall
be made by a majority vote of a quorum consisting of disinterested directors, or
by independent legal counsel or by the stockholders. In addition, the
Certificate of Incorporation provides for the elimination, to the extent
permitted by Delaware law, of personal liability of directors to the Company and
its stockholders for monetary damages for breach of fiduciary duty as directors.
The Company has also agreed to indemnify each director and executive officer
pursuant to an Indemnification Agreement with each such director and executive
officer from and against any and all expenses, losses, claims, damages and
liability incurred by such director or executive officer for or as a result of
action taken or not taken while such director or executive officer was acting in
his capacity as a director, officer, employee or agent of the Company. The
obligations of the Company for indemnification is limited to the extent provided
in the Delaware Business Corporation Act and is also limited in situations
where, among others, the indemnitee is deliberately dishonest, gains any profit
or advantage to which he is not legally entitled or is otherwise indemnified.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended
(the "1933 Act") may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, 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
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 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 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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
5.1 Consent and Opinion of Richard I. Anslow & Associates.
10.1 Consulting Agreement dated July 3, 2001 between the Company and NetSight
Systems, Inc.
23.1 Consent of Weisberg, Mole & Company, LLP
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) 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
(c) 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 (1)(a) and (1)(b) 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 this paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the 1933 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.
(4) That, for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 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.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Registration S-B is not set forth in the prospectus, to deliver,
or cause to be delivered, to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the Registrant's annual report
to stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If the last fiscal year of the
Registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the Registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees participating in the
Plans who do not otherwise receive such material as stockholders of the
Registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
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, there unto duly
authorized, in the Borough of Hicksville, State of New York, on July 18, 2001.
DIAMOND INTERNATIONAL GROUP, INC.
/s/ Richard Levinson
-------------------------------------
Richard Levinson
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Date
/s/ Richard Levinson July 18, 2001
- --------------------------------------
Richard Levinson
Chief Executive Officer and President