AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 2002
REGISTRATION NO. 33-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
SINGLE SOURCE FINANCIAL SERVICES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 16-1576984
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
121 N. SAN VICENTE BOULEVARD
BEVERLY HILLS, CA 90211
(Address of Principal Executive Offices, Including Zip Code)
____________________
2002 Omnibus Securities Plan
(Full Title of the Plan)
____________________
Arnold F. Sock, President
121 N. San Vicente Boulevard
Beverly Hills, CA 90211
(888) 262-1600
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Brian A. Lebrecht, Esq.
The Lebrecht Group, APLC
22342 Avenida Empresa, Suite 230
Rancho Santa Margarita, California 92688
(949) 635-1240
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (3) Offering Price per Share(1) Aggregate Offering Price Registration Fee
- ---------------------- ----------------- ----------------------------- -------------------------- ------------------
Common Stock,
par value $0.001(2) 3,000,000 $0.22 $660,000 $60.72
TOTAL REGISTRATION FEE 3,000,000 $0.22 $660,000 $60.72
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and ask prices as reported by the NASDAQ Over-The-Counter Bulletin Board on
April 8, 2002.
(2) The securities to be registered represent shares of Common Stock
reserved for issuance under the Single Source Financial Services Corporation
2002 Omnibus Securities Plan (the "Plan"). Pursuant to Rule 416, shares of
Common Stock of the Company issuable pursuant to the exercise of awards granted
or to be granted under the Plan in order to prevent dilution resulting from any
future stock split, stock dividend, or similar transaction, are also being
registered hereunder.
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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.*
* Information required by Part I 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, as amended (the "Securities Act"), and the
Note to Part I of 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 are hereby incorporated by reference in this
Registration Statement:
(i) The Registrant's Annual Report dated February 19, 2002 on Form 10-KSB
filed with the Commission on February 22, 2002.
(ii) The Registrant's Quarterly Report dated March 28, 2002 on Form 10-QSB
filed with the Commission on April 1, 2002.
(iii) All other reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's authorized capital stock consists of 100,000,000 shares of Common
Stock, par value $0.001 per share.
The holders of Common Stock are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative voting is not permitted in any election of directors.
The holders of Common Stock are entitled to receive, ratably, dividends when, as
and if declared by the Board of Directors out of funds legally available
therefore. The current policy of the Board of Directors, however, is to retain
earnings, if any, for the operation and expansion of the Company's business.
Upon liquidation, dissolution, or winding up of the Company, the holders of
Common Stock are entitled to share ratably in all assets that are legally
available for distribution, after payment of or provision for all debts and
liabilities and after provision is made for each class of stock, if any, having
preference over the Common Stock.
The holders of Common Stock do not have preemptive, subscription, redemption or
conversion rights under the Company's Articles of Incorporation, as amended.
There are no redemption or sinking fund provisions applicable to the Common
Stock. The outstanding shares of Common Stock are fully paid and nonassessable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.
Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the holder of
90,500 shares of the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of New York and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they may incur in such capacities. In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful. Furthermore, the personal
liability of the Directors is limited as provided in the Company's Articles of
Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
3.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference).
3.2 Bylaws of the Registrant (incorporated by reference).
4.1 Single Source Financial Services Corporation 2002 Omnibus
Securities Plan (the "Plan").
4.2 Form of Incentive Stock Option Agreement relating to options
granted under the Plan.
4.3 Form of Non Statutory Stock Option Agreement relating to
options granted under the Plan.
4.4 Form of Common Stock Purchase Agreement relating to restricted
stock granted under the Plan.
5.1 Opinion of The Lebrecht Group, APLC.
23.1 Consent of The Lebrecht Group, APLC (included in Exhibit 5.1).
23.2 Consent of Jonathan P. Reuben, C.P.A., an Accountancy Corporation.
___________________
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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, represent 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, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 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 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that is 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 Beverly Hills, California, on April 17, 2002.
Single Source Financial Services Corporation
/s/ Arnold F. Sock
_________________________________
By: Arnold F. Sock
Its: President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ Arlene Rosenblatt
_____________________________ Director
Arlene Rosenblatt
/s/ Harry L. Wilson
_____________________________ Director and Chief Financial Officer
Harry L. Wilson
/s/ Pamela Becker
_____________________________ Director
Pamela Becker
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