As filed with the Securities and Exchange Commission on January 21, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SCORES HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0426358
---- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
533-535 WEST 27TH STREET
NEW YORK, NY 10001
(212) 868-4900
(Address, Including Zip Code and Telephone Number, of Principal Executive
Offices)
MODIFIED RETAINER AGREEMENT WITH GOTTBETTER & PARTNERS, LLP
(Full Title of the Plan)
Copy to:
RICHARD GOLDRING ADAM S. GOTTBETTER, ESQ.
SCORES HOLDING COMPANY, INC. GOTTBETTER & PARTNERS, LLP
533-535 WEST 27TH STREET 488 MADISON AVENUE
NEW YORK, NY 10001 NEW YORK, NEW YORK 10022
(212) 868-4900 (212) 400-6900
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------- --------------- --------------- ------------------ -----------------
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------- --------------- --------------- ------------------ -----------------
Common Stock, par value $.001 per share 1,600,000 $0.025 $40,000 $5.07
- ----------------------------------------------- --------------- --------------- ------------------ -----------------
TOTAL: 1,600,000 $0.025 $40,000 $5.07
- ----------------------------------------------- --------------- --------------- ------------------ -----------------
(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 January 4, 2005.
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
Scores Holding Company, Inc., 533-535 West 27th Street, New York, NY 10001,
(212) 868-4900.
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, 2003 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-SB, 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
The validity of the shares of common stock registered in this
registration statement has been passed upon for the Registrant by Gottbetter &
Partners, LLP, ("G&P") whose opinion is attached hereto as Exhibit 5. Adam S.
Gottbetter a partner in G&P, will be issued the shares of common stock of the
Registrant being registered as payment for legal services rendered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to ss.16-10a-902 of the Utah Revised Business Corporation Act
(the "Utah Act"), the Registrant may indemnify an individual made a party to a
proceeding because they are or were a director, against liability incurred in
the proceeding, if such individual acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interest of the
Registrant and, in a criminal proceeding, they had no reasonable cause to
believe their conduct was unlawful. Indemnification under this provision is
limited to reasonable expenses incurred in connection with the proceeding.
Pursuant to the Utah Act, the Registrant's Board of Directors may also indemnify
its officers, agents, or employees against any loss or damage sustained when
acting in good faith in the performance of their corporate duties.
Registrant must indemnify a director or officer who is successful, on
the merits or otherwise, in the defense of any proceeding or in defense of any
claim, issue, or matter in the proceeding, to which they are a party to because
they are or were a director of officer of the Registrant, against reasonable
expenses incurred by them in connection with the proceeding or claim with
respect to which they have been successful.
Registrant may pay for or reimburse reasonable expenses incurred by a
director, officer employee, fiduciary or agent of the Registrant who is a party
to a proceeding in advance of final disposition of the proceeding provided the
individual furnishes the Registrant with a written affirmation that their
conduct was in good faith and in a manner reasonably believed to be in, or not
opposed to, the best interest of the Registrant, and undertake to pay the
advance if it is ultimately determined that they did not meet such standard of
conduct.
Also pursuant to the Utah Act, a corporation may set forth in its
articles of incorporation, by-laws or by resolution, a provision eliminating or
limiting in certain circumstances, liability of a director to the corporation or
its shareholders for monetary damages for any action taken or any failure to
take action as a director. This provision does not eliminate or limit the
liability of a director (i) for the amount of a financial benefit received by a
director to which they are not entitled; (ii) an intentional infliction of harm
on the corporation or its shareholders; (iii) for liability for a violation of
Section 16-10a-842 of the Utah Act (relating to the distributions made in
violation of the Utah Act); and (iv) an intentional violation of criminal law.
To date, the Registrant has not adopted such a provision in its Articles of
Incorporation, By-Laws, or by resolution. A corporation may not eliminate or
limit the liability of a director for any act or omission occurring prior to the
date when such provision becomes effective.
3
The Utah Act also permits a corporation to purchase and maintain
liability insurance on behalf of its directors, officers, employees, fiduciaries
or agents. To date, the Registrant does not carry any such insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
----------- -----------
4. Modified Retainer Agreement dated January 4, 2005
between Registrant and Gottbetter & Partners, LLP.
5. Opinion of Counsel, Gottbetter & Partners,
LLP.
23.1 Consent of Counsel (included in Exhibit 5 hereto).
23.2 Consent of Radin Glass & Co., LLP, Auditors.
ITEM 9. UNDERTAKINGS
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 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;
2. For determining liability under the Securities Act of
1933, treat each such post-effective amendment as a
new registration statement of the securities offered,
and the offering of the securities at the time to be
the initial bona fide offering.
3. File a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
4
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 York, State of New York on the 10th day of
January, 2005.
SCORES HOLDING COMPANY, INC.
By: /s/ Richard Goldring
-----------------------------
Richard Goldring,
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/ Richard Goldring President and Chief Executive Officer January 10, 2005
- --------------------
Richard Goldring
/s/ David Silverman Treasurer, Chief Financial and Accounting January 10, 2005
- --------------------
David Silverman Officer
BOARD OF DIRECTORS:
/s/ Richard Goldring Director January 10, 2005
- --------------------
Richard Goldring
/s/ Elliot Osher Director January 10, 2005
- --------------------
Elliot Osher
5