SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDERAL SECURITY PROTECTION SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1080043
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) identification No.)
400 Poydras Street, Suite 1510
New Orleans, LA 70130
(Address of principal executive offices)
Individual Plans for Blair J. Merriam, Daniel W. Thornton,
Dennis Schlagel, Richard A. Hennig, Michael T. Landers, Gary S. O'Neal
and Theodore A. Merriam
(Full title of plan)
Mr. Daniel Thornton
Secretary
400 Poydras Street, Suite 1510
New Orleans, LA 70130
(Name and address of agent for service)
(866) 932-2628
(Telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
=======================================================================
Title of Proposed maximum Proposed maximum Amount of
Securities Amount to be offering price Aggregate offering registration
to be registered registered per share Price fee
=======================================================================
Common Stock
($.001 par
value) 1,700,000 $0.045 $76,500 $6.19
=======================================================================
Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1933, based upon the average high and low prices
for July 25, 2003.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in
the Section 10(a) prospectus is omitted from the registration statement
in accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Federal
Security Protection Services, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:
(a) the Company's General Form for Registration
of Securities of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Exchange Act of 1934 on Form 10SB;
(b) all other reports filed by the Company pursuant
to Section 13(a) or Section 15 (d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since the end of the
fiscal year covered by the document referred to in (a), above; and
(c) any document filed by the Company with the
Commission pursuant to Sections 13(a), 13( c), 14 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the date
hereof, but prior to the filing of a post-effective amendment
to this Registration Statement, which indicates that, all shares
of Common Stock registered hereunder have been sold or that
de-registers all such shares of Common Stock then remaining
unsold, such documents being deemed to be incorporated by
reference herein and to be 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 General Corporation Law of the State of Delaware
provides, in general, that a corporation incorporated under the laws of the
State of Delaware, such as the Company, 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 (other than a derivative action by or
in the right of the corporation) by reason of the fact that such person 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 enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person 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 such person's conduct was unlawful. In the case of a
derivative action, a Delaware corporation may indemnify any such person
against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the corporation, except
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 the Court of Chancery of the State of Delaware or any
other court in which such action was brought determines such
person is fairly and reasonable entitled to indemnity for such expenses.
Our certificate of incorporation provides that directors and
officers shall be indemnified to the fullest extent allowed by the laws of
Delaware. Our bylaws provide that no director of officer of the Company shall
be liable for the acts, defaults, or omissions of any other director or
officer, or for any loss sustained by the Company, unless the same has
resulted from his or her own willful misconduct, willful neglect or
negligence. In addition, expenses incurred by a director or officer in
defending any action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of our Company shall be paid by the Company
unless such officer or director is adjudged liable for negligence or
misconduct in the performance of his or her duties.
This means that 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 Delaware 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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
NO. Description
--- -----------
4.0 Fee Agreement Letter for Blair J. Merriam
4.1 Fee Agreement Letter for Daniel W. Thornton
4.2 Fee Agreement Letter for Dennis Schlagel
4.3 Fee Agreement Letter for Richard A. Hennig
4.4 Fee Agreement Letter for Michael T. Landers
4.5 Fee Agreement Letter for Gary S. O'Neal
4.6 Fee Agreement Letter for Theodore A. Merriam
5.1 Opinion of Counsel regarding the legality of the
securities registered hereunder.
23.1 Consent of Carl S. Sanko
23.2 Consent of Counsel (Included as part of Exhibit 5.1)
24 Power of Attorney (Contained within Signature Page)
25 Footnote
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 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement:
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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 hereunder that remain unsold
at the termination of the offering.
(b) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and 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 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 Company pursuant to the above-described 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 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 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 New Orleans, State of Louisiana on July 31, 2003.
Federal Security Protection Services, Inc.
By: /s/ Daniel Thornton
----------------------------------
Daniel Thornton, Secretary and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel W. Thornton and Blair J. Merriam, each of
them acting individually as his attorney-in-fact, each with full power of
substitution and resubstitution, for him in any and all capacities, to sign
any and all amendments to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, 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, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ---------- ----- ----
/s/ Blair J. Merriam President and CEO July 31, 2003
- --------------------
Blair J. Merriam
/s/ Daniel Thornton Secretary July 31, 2003
- --------------------
Daniel Thornton
INDEX TO EXHIBITS
Exhibit
NO. Description
--- -----------
4.0 Fee Agreement Letter for Blair J. Merriam
4.1 Fee Agreement Letter for Daniel W. Thornton
4.2 Fee Agreement Letter for Dennis Schlagel
4.3 Fee Agreement Letter for Richard A. Hennig
4.4 Fee Agreement Letter for Michael T. Landers
4.5 Fee Agreement Letter for Gary S. O'Neal
4.6 Fee Agreement Letter for Theodore A. Merriam
5.1 Opinion of Counsel regarding the legality of the
securities registered hereunder.
23.1 Consent of Carl S. Sanko
23.2 Consent of Counsel (Included as part of Exhibit 5.1)
24.0 Power of Attorney (Contained within Signature Page)
Exhibit 4.0
Fee Agreement Letter for Blair J. Merriam
July 31, 2003
Daniel Thornton
Federal Security Protection Services, Inc.
400 Poydras Street, Suite 1510
New Orleans, LA 70130
Re: S-8 Stock for Services Rendered
Dear Mr. Thornton:
This will confirm that I am giving authority to Federal Security Protection
Services, Inc. to issue 250,000 shares of S-8 stock in my name for services
rendered to the company for April 1 through July 31, 2003. The value of my
services owing for these four months is $11,250, and I hereby accept the
above stated quantity of stock at its value of $0.045 per share.
It is acceptable to, and agreed to by me that the shares be issued in
the company's next S-8 registration on July 31, 2003.
Sincerely,
/s/ Blair J. Merriam
Blair J. Merriam
Agreed to and accepted.
Federal Security Protection Services, Inc.
by /s/ Daniel Thornton
Daniel Thornton
Secretary
Exhibit 4.1
Fee Agreement Letter for Daniel Thornton
July 31, 2003
Blair J. Merriam
Federal Security Protection Services, Inc.
400 Poydras Street, Suite 1510
New Orleans, LA 70130
Re: S-8 Stock for Services Rendered
Dear Mr. Merriam:
This will confirm that I am giving authority to Federal Security Protection
Services, Inc. to issue 250,000 shares of S-8 stock in my name for services
rendered to the company for April 1 through July 31, 2003. The value of my
services owing for these four months is $11,250, and I hereby accept the
above stated quantity of stock at its value of $0.045 per share.
It is acceptable to, and agreed to by me that the shares be issued in
the company's next S-8 registration on July 31, 2003.
Sincerely,
/s/ Daniel Thornton
Daniel Thornton
Agreed to and accepted.
Federal Security Protection Services, Inc.
by /s/ Blair J. Merriam
Blair J. Merriam
Secretary
Exhibit 4.2
Fee Agreement Letter for Dennis Schlagel
July 31, 2003
Daniel Thornton
Federal Security Protection Services, Inc.
400 Poydras Street, Suite 1510
New Orleans, LA 70130
Re: S-8 Stock for Services Rendered
Dear Mr. Thornton:
This will confirm that I am giving authority to Federal Security Protection
Services, Inc. to issue 250,000 shares of S-8 stock in my name for services
rendered to the company for April 1 through July 31, 2003. The value of my
services owing for these four months is $11,250, and I hereby accept the
above stated quantity of stock at its value of $0.045 per share.
It is acceptable to, and agreed to by me that the shares be issued in
the company's next S-8 registration on July 31, 2003.
Sincerely,
/s/ Dennis Schlagel
Dennis Schlagel
Agreed to and accepted.
Federal Security Protection Services, Inc.
by /s/ Daniel Thornton
Daniel Thornton
Secretary
Exhibit 4.3
Fee Agreement Letter for Richard A. Hennig
July 31, 2003
Daniel Thornton
Federal Security Protection Services, Inc.
400 Poydras Street, Suite 1510
New Orleans, LA 70130
Re: S-8 Stock for Services Rendered
Dear Mr. Thornton:
This will confirm that I am giving authority to Federal Security Protection
Services, Inc. to issue 250,000 shares of S-8 stock in my name for services
rendered to the company for April 1 through July 31, 2003. The value of my
services owing for these four months is $11,250, and I hereby accept the
above stated quantity of stock at its value of $0.045 per share.
It is acceptable to, and agreed to by me that the shares be issued in
the company's next S-8 registration on July 31, 2003.
Sincerely,
by /s/ Richard A. Hennig
Richard A. Hennig
Agreed to and accepted.
Federal Security Protection Services, Inc.
by /s/ Daniel Thornton
Daniel Thornton
Secretary
Exhibit 4.4
Fee Agreement Letter for Michael T. Landers
July 31, 2003
Daniel Thornton
Federal Security Protection Services, Inc.
400 Poydras Street, Suite 1510
New Orleans, LA 70130
Re: S-8 Stock for Services Rendered
Dear Mr. Thornton:
This will confirm that I am giving authority to Federal Security Protection
Services, Inc. to issue 250,000 shares of S-8 stock in my name for services
rendered to the company for June 15 through July 31, 2003. The value of
services owing for these one and one half months is $11,250,and I hereby accept
the above stated quantity of stock at its value of $0.045 per share. It is
acceptable to, and agreed to by me that the shares be issued in the company's
next S-8 registration on July 31, 2003.
Sincerely,
/s/ Michael Landers
Michael Landers
Agreed to and accepted.
Federal Security Protection Services, Inc.
by /s/ Daniel Thornton
Daniel Thornton
Secretary
Exhibit 4.5
Fee Agreement Letter for Gary S. O'Neal
July 31, 2003
Daniel Thornton
Federal Security Protection Services, Inc.
400 Poydras Street, Suite 1510
New Orleans, LA 70130
Re: S-8 Stock for Services Rendered
Dear Mr. Thornton:
This will confirm that I am giving authority to Federal Security Protection
Services, Inc. to issue 250,000 shares of S-8 stock in my name for services
rendered to the company for June 15 through July 31, 2003. The value of
services owing for these one and one half months is $11,250,and I hereby accept
the above stated quantity of stock at its value of $0.045 per share. It is
acceptable to, and agreed to by me that the shares be issued in the company's
next S-8 registration on July 31, 2003.
Sincerely,
/s/ Gary S. O'Neal
Gary S.O'Neal
Agreed to and accepted.
Federal Security Protection Services, Inc.
by /s/ Daniel Thornton
Daniel Thornton
Secretary
Exhibit 4.6
Fee Agreement Letter for Theodore A. Merriam
July 31, 2003
Daniel Thornton
Federal Security Protection Services, Inc.
400 Poydras Street, Suite 1510
New Orleans, LA 70130
Re: S-8 Stock for Services Rendered
Dear Mr. Thornton:
This will confirm that I am giving authority to Federal Security Protection
Services, Inc. to issue 200,000 shares of S-8 stock in my name for services
rendered to the company for January 1, 2003 through July 31, 2003. The value
of my services owing for these seven months is $9,000, and I hereby accept the
above stated quantity of stock at its value of $0.045 per share.
It is acceptable to, and agreed to by me that the shares be issued in
the company's next S-8 registration on July 31, 2003.
Sincerely,
by /s/ Theodore A. Merriam
Theodore A. Merriam
Agreed to and accepted.
Federal Security Protection Services, Inc.
by /s/ Daniel Thornton
Daniel Thornton
Secretary
Exhibit 5.1
MARK CARTON, Attorney at Law_________________________________________________
2130 Fillmore Street, Suite 162
San Francisco, California 94115
Tel: (415) 567-5517
Fax: (650) 794-2099
mcarton@earthlink.net
July 31, 2003
Federal Security Protection Services, Inc.
400 Poydras Street, Suite 1510
New Orleans, LA 70130
Re: Opinion of Counsel - Registration Statement on Form S-8
Gentlemen:
I have acted as counsel for Federal Security Protection Services, Inc.,
a Delaware corporation (the "Company"), in connection with the preparation and
filing of the Company's Registration statement on Form S-8 under the Securities
Act of 1933, as amended, (the "Registration Statement") relating to 1,700,000
shares of the Company's Common Stock, $.001 par value, (the "Common Stock")
issuable pursuant to the Company's plans with Blair J. Merriam, Daniel W.
Thornton, Dennis Schlagel, Richard A. Hennig, Michael T. Landers,Gary
S. O'Neal and Theodore A. Merriam.
I have examined and am familiar with originals or copies, certified or
otherwise, identified to our satisfaction, of such statutes, documents,
corporate records and certificates of public officials as I have deemed
necessary for the purposes of this opinion, including, but not limited to the
following: (i) the Articles of Incorporation, as amended; (ii) the Bylaws of
the Company, as amended; and (iii) the record of all action taken by the
Board of Directors of the Company in connection with any matters covered by
this opinion.
Based on the foregoing, it is my opinion that the shares of Common
Stock issuable under the Plans are duly authorized and, when issued in
accordance with the Plans, will be validly issued, fully paid and
nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement.
/s/ Mark Carton
MARK CARTON
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
-----------------------------------------
I hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of my report dated June 20th, 2003 appearing in
Federal Security Protection Services, Inc.'s Annual Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-KSB
for the fiscal year ended March 31, 2003.
/s/ Carl S. Sanko
- - ----------------------
Carl S. Sanko
Topanga, California
July 31, 2003
Exhibit 25
Footnote
This S-8 Post Effective Ammendment reflects the removal of two plans,
namely those of John E. Shaunfield and Todd T. Grassi because the
parties mutually agreed not to consumate such agreement, and therefore
services were never rendered. The removal of these two plans reduces
the total number of shares from 3,700,000 in the original S-8 registration
to a total of 1,700,000 shares, in this post effective ammendment.