As filed with the Securities and Exchange Commission on July 11, 2000.
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
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LEVEL JUMP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida N/A
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
30 BROAD STREET, 28TH FLOOR
NEW YORK, NEW YORK 10004
(Address of principal executive offices)
1999 PERFORMANCE EQUITY PLAN
and
OTHER EMPLOYEE PLAN
(Full title of the Plans)
Brice Scheschuk, Secretary
Level Jump Financial Group, Inc.
30 Broad Street, 28th Floor
New York, New York 10004
(212) 344-5867
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
Andrew D. Hudders, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
(212) 818-8800
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share(2) offering price(2) registration fee
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Common Stock, par value 2,750,000 shares $.6875 $1,890,625 $499.13
$.0025 per share 800,000 shares $.6875 $ 550,000 $145.20
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Total Registration Fee.................................................................................... $644.33
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(1) Pursuant to Rule 416, there are also being registered additional securities
as may be issued as a result of anti-dilution provisions under the 1999
Performance Equity Plan.
(2) Pursuant to Rule 457 (c), the registration fee for 3,550,000 shares of the
Common Stock is calculated on the basis of the market price of $.6875 on
July 7, 2000.
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In accordance with the provisions of Rule 462 promulgated under the Securities
Act of 1933, as amended, the Registration Statement will become effective upon
filing with the Securities and Exchange Commission.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rules 428 and 424 under the Securities Act of 1933 and the Note to Part I
of the Instructions to Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999, filed with the Securities and
Exchange Commission (the "Commission") pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act"); and
(b) The Registrant's Quarterly Report on Form 10-QSB for the
period ended March 31, 2000, filed with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act.
All documents subsequently filed by the Registrant 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, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Business Corporation Act of the State of
Florida provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Florida corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director.
Article Fifteen of the Amended and Restated Certificate of
Incorporation of the Registrant provides the following: "Subject to, and to the
fullest extent permitted by Section 607.0831 of the Florida 1989 Business
Corporation Act, as amended from time to time, no director shall be personally
liable to the Corporation or to any other person for any statement, vote,
decision, or failure to act, regarding corporate management or policy, by a
director. The Corporation shall indemnify any person who 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
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liability incurred in connection with proceeding, including any appeal thereof
in accordance with and to the fullest extent as provided by Section 607.0850 of
the Florida 1989 Business Corporation Act, as it may be amended from time to
time. The indemnification set forth in this section shall not be deemed
exclusive of any other rights, indemnification and advancement or expenses to
which directors, officers, employees, fiduciaries and agents may be entitled,
under any provision of the Florida 1989 Business Corporation Act or by-law of
the Corporation, agreement, vote of shareholders or otherwise."
The Registrant may provide liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Registrant.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
5.1* Opinion of Graubard Mollen & Miller
10.1 1999 Stock Plan of the Registrant (Incorporated by reference
to Exhibit 10.3 from Registrant's Form 8-K/A filed November 8,
1999)
10.2* Consulting Agreement dated June 15, 2000 between Mitchell
Geisler and Registrant
23.1* Consent of BDO Dunwoody LLP, chartered accountants for
Registrant
23.2* Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
24.1* Power of Attorney (included on the signature page hereto.)
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* Filed herewith
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 effective amendment thereof) which, individually or
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in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(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(a) or Section
15(d) of the 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 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 procedures, 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.
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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 Toronto, Ontario, Canada on this 10th day of July, 2000.
LEVEL JUMP FINANCIAL GROUP, INC.
By: /s/ Robert Landau
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Robert Landau, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert Landau and Brice Scheschuk his
true and lawful attorneys-in-fact and agents, each acting alone, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, and hereby ratifies
and confirms all that said attorneys-in-fact and agents, each acting alone, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Robert Landau President July 10, 2000
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Robert Landau
Treasurer and Director
/s/ David Roff (Principal Accounting July 10, 2000
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David Roff Financial Officer)
/s/ Brice Scheschuk Secretary and Director July 10, 2000
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Brice Scheschuk
Director July , 2000
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Glen Akselrod
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EXHIBIT INDEX
Exhibit No. Description
5.1* Opinion of Graubard Mollen & Miller
10.1 1999 Stock Plan of the Registrant (Incorporated by reference
to Exhibit 10.3 from Registrant's Form 8-K/A filed November
8, 1999)
10.2* Consulting Agreement dated June 15, 2000 between Mitchell
Geisler and Registrant
23.1* Consent of BDO Dunwoody LLP, chartered accountants for
Registrant
23.2* Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
24.1* Power of Attorney (included on the signature page hereto.)
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* Filed herewith
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