As filed with the Securities and Exchange Commission on February 14, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FTS APPAREL, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1416864
--------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
301 Oxford Valley Road, Suite 1202
Yardley, Pennsylvania 19067 (215) 369-9979
Facsimile: (215) 369-9957
--------------
(Address, Including Zip Code and Telephone Number, of Principal Executive
Offices)
CORPORATE CONSULTING AGREEMENTS
(Full Title of the Plan)
301 Oxford Valley Road, Suite 1202
Yardley, Pennsylvania 19067 (215) 369-9979
Facsimile: (215) 369-9957
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- --------------------------------------- ---------- ---------- --------------- -------------
Common Stock, par value $.001 per share 1,900,000 $ .11 $ 209,000 $ 19.23
TOTAL: 1,900,000 $ .11 $ 209,000 $ 19.23
- --------------------------------------- ---------- ---------- --------------- -------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
prices of the common stock of the Registrant as traded in the over-the
counter market and reported on the OTC Electronic Bulletin Board of the
National Association of Securities Dealers on February 13, 2003
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Pursuant to the Note to Part I of the Form S-8, the information required by
Part I is not filed with the Securities and Exchange Commission.
ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Registrant will provide without charge to each person to whom a copy of a
Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to
FTS APPAREL INC., 301 Oxford Valley Road, Suite 1202, Yardley, Pennsylvania
19067.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this registration
statement.
a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001 filed pursuant to Section 13(c) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
b) All other reports filed by Registrant pursuant to Section 13(c) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Form 10-KSB referred to in (a) above.
c) The description of the common stock, $.001 par value per share (the
"Common Stock") of the Registrant is contained in the Registrant's
registration statement on Form 10-KSB, as amended.
All documents filed by the Registrant pursuant to Section 13 (a), 13 (c),
14 and 15 (d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated in this registration statement by reference and to be
a part hereof from the date of filing of such documents. Any statement
contained in this registration statement, in a supplement to this registration
statement or in a document incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed supplement
to this registration statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
2
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling our Company pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
As permitted by the Colorado Business Corporation Act, our articles of
incorporation, eliminate, with certain exceptions, the personal liability of
our directors to us and our shareholders for monetary damages as a result of a
breach of fiduciary duty. This provision makes it more difficult to assert a
claim and obtain damages from a director in the event of a breach of fiduciary
duty. The Colorado Business Corporation Act provides that a corporation has the
power to: (i) indemnify directors, officers, employees and agents of the
corporation against judgments, fines and amounts paid in settlement in
connection with suits, actions and proceedings and against certain expenses
incurred by these parties if specified standards of conduct are met and (ii)
purchase and maintain insurance on behalf of any of these persons against
liabilities incurred by them in these capacities. Our articles of incorporation
also provide for indemnification of our officers, directors, agents and
employees against expenses or liability reasonably incurred by them in any
action, suit or proceeding in which they are made parties by reason of being or
having been one of our officers, directors, agents or employees, to the full
extent required or permitted by Colorado law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
- ------------ -----------
4. Consulting Agreements with James Gibson, Diane Liceto, Tommy Holman
and Michael Novielli.
5. Opinion of Michael S. Krome, Esq.
23.1 Consent of Counsel (included in Exhibit 5 hereto).
23.2 Consent of Stark Winter Schenkein & Co., LLP
..
ITEM 9. UNDERTAKINGS
(a) The 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;
(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 conformation 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
4
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 the 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 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 Exchange Act
(and, where applicable, each filing of any employee benefits 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 herein, and the
offering of such securities at that time shall be deemed to be in 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 Act and will
be governed by the final adjudication of such issue.
5
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 Yardley, State of Pennsylvania on the 13th day of
February 2003.
FTS APPAREL, INC.
By: /s/ Scott Gallagher
--------------------
Scott Gallagher
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicates and on the dates indicated.
TITLE DATE
----- ----
/s/ Scott Gallagher Chairman of the Board, February 13, 2003
- ----------------------- Chief Executive Officer,
Scott Gallagher President and Director
/s/ James H. Gilligan Director February 13, 2003
- -----------------------
James H. Gilligan
/s/ W. Scott McBride Director February 13, 2003
- -----------------------
W. Scott McBride
6