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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
TTI HOLDINGS OF AMERICA CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 11-3255619
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
68A Lamar Street
West Babylon, New York 11704
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(Address of Principal Executive Office) (Zip Code)
Commission File No.: 000-30734
Various Compensation Plans
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(Full title of the plan)
James W. Zimbler, President
68A Lamar Street
West Babylon, New York 11704
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(Name and address of agent for service)
(631) 643-3610
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
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Common Stock, 2,100,000 $0.021 $50,400 $13.30
par value $.0001
per share
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on August 8, 2002
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EXPLANATORY NOTE
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In accordance with the instructional Note to Part 1 of Form S-8 as promulgated
by the Securities and Exchange Commission, the information specified by Part 1
of Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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The following documents previously filed with the Commission pursuant
to the 1934 Act are hereby incorporated in this prospectus by reference:
1. TTI Holdings of America Corp., f/k/a Thermaltec International
Corp.'s Annual Report on Form 10-K for the year ended September 30, 2001;
2. TTI Holdings of America Corp., f/k/a Thermaltec International
Corp. Inc.'s Quarterly Report on Form 10-QSB for the quarter ended March 31,
2002; and
3. All reports filed by Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since September 5, 1997.
All documents filed by TTI Holdings of America Corp., f/k/a Thermaltec
International Corp., pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act subsequent to the date of this prospectus and prior to the termination of
this offering, shall be deemed to be incorporated by reference into this
prospectus. Any information incorporated by reference shall be modified or
superseded by any information contained in this prospectus or in any other
document filed later with the Commission, which modifies or supersedes such
information. Any information that is modified or superseded shall become a part
of this prospectus as the information has been so modified or superseded.
We will provide without charge to each person to whom a prospectus is delivered,
upon written or oral request of such person, a copy of any and all of the
information that has been incorporated by reference in this prospectus
(excluding exhibits unless such exhibits are specifically incorporated by
reference into such documents). Please direct such requests to James W. Zimbler,
68A Lamar Street West Babylon, New York 11704, (631) 643-3610.
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All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in any document incorporated or deemed to be
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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Michael S. Krome, Esq., the attorney passing on the validity of this filing
is receiving shares of common stock under this registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law (the "DGCL"), which provides that a
corporation may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee, or
agent of such corporation or is or was serving at the request of such
corporation as an officer, director, employee, or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer, director, employee, or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to criminal proceedings, had no reasonable cause to believe
that his conduct was unlawful. Section 145 of the DGCL provides further that a
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above or any claim therein, the corporation must indemnify him
against the expenses that such officer or director actually and reasonably
incurred. The certificate of incorporation of the Company provides for
indemnification of its officers and directors to the full extent permitted by
the DGCL.
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The certificate of incorporation also provides that directors of the
Company will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for any transaction from which the director derived an improper personal
benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable
ITEM 8. EXHIBITS.
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3.1 Articles of Incorporation of the Company, as amended (1)
3.2 By-laws of the Company, as amended (1)
5.1 Opinion of Michael S. Krome, Esq.
23.1(a) Consent of Aaron Stein, CPA, Independent Auditor
23.1(b) Consent of Capraro, Centofranchi, Kramer & Co, P.C5., Independent Auditor
24.1 Consent of Michael S. Krome, Esq.(included in Exhibit 5.1)
(1) Incorporated by reference from the Company's Amended Report on Form 10-SB,
filed with the Commission on April 7, 2000, and as amended thereafter, and
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned the Company hereby undertakes:
(a)(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 (the "Securities Act");
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(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, represents
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 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 the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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 the Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against pubic 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 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 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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, hereunto duly
authorized, in the City, County and State of New York on August 8, 2002.
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TTI Holdings of America Corp.
By: /s/ James W. Zimbler
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James W. Zimbler
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Andrew B. Mazzone, his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent 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, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his 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 date indicated:
Signature Title Date
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(1) Principal Executive
/s/ James W. Zimbler President August 8, 2002
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James W. Zimbler
(2) Directors
/s/ Andrew B. Mazzone Chairman of the Board August 8, 2002
- -------------------------- of Directors
Andrew B. Mazzone
/s/ James W. Zimbler Director August 8, 2002
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James W. Zimbler
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Amended Articles of Incorporation of the Company(1)
3.2 Bylaws of the Company (1)
5 Opinion of Michael S. Krome, Esq.
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23.1 Consent of Capraro, Centofranchi, Kramer & Co, P.C., Independent Auditor
24.1 Consent of Michael S. Krome (included in Exhibit 5.2)
(1) Incorporated by reference from the Company's Amended Report on Form
10-SB, filed with the Commission on April 7, 2000, and as amended
thereafter, and incorporated herein by reference.
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OPINION OF MICHAEL S. KROME
Exhibit 5.1
Michael S. Krome, P.C.
Attorney-at-Law
8 Teak Court
Lake Grove, New York 11755
(631) 737-8381
August 8, 2002
TTI Holdings of America Corp.
68A Lamar Street
West Babylon, New York 11704
Dear Sirs:
You have requested an opinion with respect to certain matters in
connection with the filing by TTI Holdings of America Corp., (the "Company") of
a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the registration of 2,100,000
shares, par value $0.0001 per share (the "Shares"), for issuance pursuant to
various agreements between the Company and the holders of the shares specified
below.
The shares to be covered by the Form S-8 include:
1. 150,000 shares of common stock to be issued to Steve Horowitz,
Esq., for legal advice rendered to the Corporation;
2. 100,000 shares of common stock to be issued to Arnie Kling of
Dakota Group, Ltd., as payment for consulting services to the
Corporation;
3. 150,000 shares of common stock to be issued to James Dalke for
services rendered to the Company;
4. 1,500,000 shares of common stock to be issued to James W.
Zimbler, on behalf of Diversified Capital Holdings, Inc., as
payment for services provided to the Corporation;
5. 150,000 shares of common stock to be issued to Lee Rubinstein, on
behalf of Lee's Keys, Inc., for services rendered to the
Corporation; and
6. 50,000 shares of common stock to be issued to Michael S. Krome,
Esq., for legal services performed on behalf of the Company.
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In connection with this opinion, we have examined and relied upon the
Company's Amended Articles of Incorporation and By-Laws, the Minutes of the
Meetings of the Board of Directors of the Company as well as the originals and
copies, certified to my satisfaction, of such records, documents certificates,
memoranda and other instruments as in my judgment are necessary or appropriate
to enable me to render the opinion contained herein. We have assumed the
genuineness and authenticity of all documents submitted as originals, the
conformity to the originals of all documents submitted to me as copies thereof
and the due execution, delivery or filing of documents, where such execution,
delivery or filling are a prerequisite to the effectiveness thereof.
We have also reviewed the previous filings of the Company, and for the
purposes of this opinion have relied upon the representations of the Company
that it is current in its filings and that the filings are true and accurate
representations of the state of the Company when the documents were filed. In
addition, it has been represented by the shareholders being issued shares and
states in any agreements, that none of the shares are being issued for services
in connection with any offer or sale of securities in a capital raising or to
directly or indirectly maintain a market for the securities of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when issued in accordance with the Registration
Statement and the Consulting Agreement, or Retainer Agreement, will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and do not need to bear a restrictive legend upon them.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Michael S. Krome
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EXHIBIT 23.1(a)
CONSENT OF INDEPENDENT AUDITOR
Aaron Stein, CPA.
I consent to the incorporation by reference in the registration statement of TTI
Holdings of America Corp. (the "Company") on Form S-8 of my report dated
February 11, 2002, on my audit of the consolidated financial statements of the
Company as of September 30, 2001, and for each of the years in the two year
period ended September 30, 2000, which report is included in the Company's
Annual Report on Form 10-KSB.
/s/ Aaron Stein, CPA
Woodmere, New York
August 8, 2002
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EXHIBIT 23.1(b)
CONSENT OF INDEPENDENT AUDITOR
Capraro, Centofranchi, Kramer & Co, P.C.
We consent to the incorporation by reference in the registration statement of
Thermaltec International Corp. now known as TTI Holdings of America Corp. (the
"Company") on Form S-8 of our report dated December 12, 2000, on our audits of
the consolidated financial statements of the Company as of September 30, 2000,
and for each of the years in the two year period ended September 30, 2000, which
report is included in the Company's Annual Report on Form 10-KSB.
/s/ Capraro, Centofranchi, Kramer & Co, P.C.
South Huntington, New York
August 8, 2002
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