As Filed with the Securities and Exchange Commission on June 5, 2003
Registration Number
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Techedge, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 04-3703334
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
175 Fox Hollow Road
Woodbury, New York 11747
Telephone: 516-364-0787
(Address of principal executive offices)
Techedge, Inc.
2003 Non-Statutory Stock Option Plan
(Full title of the Plan)
Gary B. Wolff, P.C.
805 Third Avenue
New York, New York 10022
Telephone: (212) 644-6446
(Name, address and telephone number of agent for service.)
CALCULATION OF REGISTRATION FEE 1
================================ ======================= ====================== =========================== =======================
Proposed maximum Proposed maximum
offering price per aggregate offering price
Title of Securities to be Amount to be share Amount of registration
registered registered fee
- -------------------------------- ----------------------- ---------------------- --------------------------- -----------------------
Common Stock
$.0001 par value 2,000,000 $.01 $20,000 $1.84
- -------------------------------- ----------------------- ---------------------- --------------------------- -----------------------
1 Registration fee has been calculated in accordance with Rule 457(h)(1) based
upon the higher of the price at which existing options may be exercised or the
book value of the securities computed as of the latest practicable date of June
5, 2003.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
a. The registrant's effective Form 10-SB registration statement under SEC File
Number 000-50005;
b. All other reports filed by the registrant pursuant to sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the year covered by the
Form 10-SB referred to in (a) above; and
c. Not Applicable.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a 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 so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities
The total number of shares authorized which the corporation shall have authority
to issue is Twenty Five Million (25,000,000) shares of Common Stock, par value
$.0001 per share without cumulative voting rights and without any preemptive
rights.
Item 5. Interest of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware Business Corporation Law contains provisions
relating to the indemnification of officers and directors. Additionally,
Articles "Ninth" and "Eleventh" of the Registrant's Articles of Incorporation
reads as follows:
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NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested Directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
and
ELEVENTH: No Director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for the payment of unlawful dividends or unlawful stock repurchases
or redemptions under Section 174 of the Delaware General Corporation Law; or
(iv) for any transaction from which the Director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.
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 thereto)
which, individually or in the aggregate,
represents 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;
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Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall 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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
c. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 124c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
d. 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 provisions described in Item 6, 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.
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SIGNATURES
The Registrant
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Woodbury, New York on June 5, 2003.
Techedge, Inc.
/s/ Mitchell Schlossberg
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By: Mitchell Schlossberg
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Name Date
/s/ Mitchell Schlossberg
________________________ June 5, 2003
Mitchell Schlossberg
President and a Director
/s/ Ehren Richardson
________________________ June 5, 2003
Ehren Richardson
Chief Financial Officer and Secretary
/s/ Gregory A. Konesky
________________________ June 5, 2003
Gregory A. Konesky
Vice President and a Director
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Exhibit Page in
Index Sequential
- ----- Number
System
1. Not Applicable
2. Not Applicable
3. Not Applicable
4. Instruments defining the rights of security holders -
2003 Non-Statutory Stock Option Plan. 2
5. Consent and Opinion of Gary B. Wolff, P.C., 805 Third
Avenue, New York, New York 10022 regarding legality
of securities registered under this Registration
Statement and to the references to such attorney in
the Registration Statement on Form S-8 8
6. Not Applicable
7. Not Applicable
8. Not Applicable
9. Not Applicable
10. Not Applicable
11. Not Applicable
12. Not Applicable
13. Not Applicable
14. Not Applicable
15. Not Applicable
16. Not Applicable
17. Not Applicable
18. Not Applicable
19. Not Applicable
20. Not Applicable
21. Not Applicable
22. Not Applicable
23. Consent of Sherb & Co., LLP
Certified Public Accountants for the Company 9
24. Not Applicable
25. Not Applicable
26. Not Applicable
27. Not Applicable
99. Prospectus Dated April 8, 2003
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