UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
DIRECT INSITE CORP.
(Exact name of registrant as specified in its charter)
Delaware 11-2895590
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
80 Orville Drive, Bohemia, New York 11716
(Address of principal executive offices) (Zip Code)
2000 STOCK OPTION/STOCK ISSUANCE PLAN
2001 STOCK OPTION/STOCK ISSUANCE PLAN
2001-A STOCK OPTION/STOCK ISSUANCE PLAN
2002 STOCK OPTION/STOCK ISSUANCE PLAN
2002-A STOCK OPTION/STOCK ISSUANCE PLAN
2003 STOCK OPTION/STOCK ISSUANCE PLAN
2003-A STOCK OPTION/STOCK ISSUANCE PLAN
2004 STOCK OPTION/STOCK ISSUANCE PLAN
(Full Title of the Plans)
James Cannavino, Chairman of the Board
Direct Insite Corp.
80 Orville Drive
Bohemia, New York 11716
(Name and address of agent for service)
(631) 873-2900
(Telephone number, including area code, of agent for service)
copy to:
David H. Lieberman, Esq.
Beckman, Lieberman & Barandes, LLP
100 Jericho Quadrangle
Jericho, New York 11753
(516) 433-1200
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of
To be Registered Registered Security (1) Price (1) Registration Fee
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock,
par value $.0001
per share
underlying the 2000 166,667 2.55 425,000.85 $13.05
Stock Option/Stock
Issuance Plan
======================== ====================== ====================== ====================== ======================
Common Stock,
par value $.0001
per share
underlying the 2001 330,000 2.55 841,500.00 $25.83
Stock Option/Stock
Issuance Plan
======================== ====================== ====================== ====================== ======================
Common Stock,
par value $.0001
per share
underlying the 2001-A
Stock Option/Stock 600,000 2.55 1,530,000.00 $46.97
Issuance Plan
======================== ====================== ====================== ====================== ======================
Common Stock,
par value $.0001
per share
underlying the
2002 Stock 625,000 2.55 1,593,750.00 $48.93
Option/Stock Issuance
Plan
======================== ====================== ====================== ====================== ======================
Common Stock,
par value $.0001
per share
underlying the
2002-A Stock 875,000 2.55 2,231,250.00 $68.50
Option/Stock Issuance
Plan
======================== ====================== ====================== ====================== ======================
Common Stock,
par value $.0001
per share
underlying the
2003 Stock 725,000 2.55 1,848,750.00 $56.76
Option/Stock Issuance
Plan
======================== ====================== ====================== ====================== ======================
Common Stock,
par value $.0001
per share
underlying the
2003-A Stock 975,000 2.55 2,486,250.00 $76.33
Option/Stock Issuance
Plan
======================== ====================== ====================== ====================== ======================
Common Stock,
par value $.0001
per share
underlying the
2004 Stock 1,200,000 2.55 3,060,000.00 $93.94
Option/Stock Issuance
Plan
======================== ====================== ====================== ====================== ======================
Total 5,496,667 shares(2) $2.55 $14,016,500.85 $430.31
======================== ====================== ====================== ====================== ======================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low sales price of the Company's common Stock
on the OTC-BB on June 22, 2007.
(2) The Registration Statement registers the shares issuable under the Plans set
forth above. The Registration Statement also covers an indeterminate number of
additional shares of common stock which may become issuable pursuant to
anti-dilution and adjustment provisions of the Plan.
</FN>
PART I
Information Required in the Section 10(a) Prospectus
ITEM I. PLAN INFORMATION.
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in Part I, Items 1 and 2 will
be delivered to each of the participants in accordance with Form S-8 and Rule
428 promulgated under the Securities Act of 1933, as amended. The participants
shall be provided in a written statement notifying them that upon written or
oral request they will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is to be
directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Registrant hereby incorporates by reference the following documents
filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") into this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2006;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2007; and
(c) The description of the class of securities to be offered which
has been registered under Section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the
purpose of updating such description.
(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or15(d) of the Exchange Act and, since
the end of the fiscal year covered by the registrant document
referred to in (a) immediately above and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold.
All such above-referenced documents shall be deemed to be incorporated by
reference herein 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
incorporated or deemed to be incorporated by reference herein modified 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.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under the provisions of the Certificate of Incorporation and By-Laws of
Registrant, each person who is or was a director or officer of Registrant shall
be indemnified by Registrant as of right to the full extent permitted or
authorized by the General Corporation Law of Delaware.
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Under such law, to the extent that such person is successful on the merits
of defense of a suit or proceeding brought against him by reason of the fact
that he is a director or officer of Registrant, he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.
If unsuccessful in defense of a third-party civil suit or a criminal suit
is settled, such a person shall be indemnified under such law against both (1)
expenses (including attorneys' fees) and (2) judgments, fines and amounts paid
in settlement if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of Registrant, and with respect
to any criminal action, had no reasonable cause to believe his conduct was
unlawful.
If unsuccessful in defense of a suit brought by or in the right of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the performance of his duty to Registrant, he
cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.
The officers and directors of the Registrant are covered by officers' and
directors' liability insurance. The policy coverage is $10,000,000 which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $100,000.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
4.1 2000 Stock Option/Stock Issuance Plan (1).
4.2 2001 Stock Option/Stock Issuance Plan (1).
4.3 2001-A Stock Option/Stock Issuance Plan (1).
4.4 2002 Stock Option/Stock Issuance Plan (1).
4.5 2002-A Stock Option/Stock Issuance Plan (Incorporated by
reference to the Company's Proxy Statement on Schedule 14A
filed June 24, 2002).
4.6 2003 Stock Option/Stock Issuance Plan (Incorporated by
reference to the Company's Annual Report on Form 10-KSB
filed April 15, 2003.
4.7 2003-A Stock Option/Stock Issuance Plan (Incorporated by
reference to the Company's Proxy Statement on Schedule 14A
filed May 6, 2003).
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4.8 2004 Stock Option/Stock Issuance Plan (Incorporated by
reference to the Company's Proxy Statement on Schedule 14A
filed on November 20, 2006).
5 Opinion and consent of Beckman, Lieberman & Barandes, LLP.
23.1 Consent of Beckman, Lieberman & Barandes, LLP - included in
their opinion filed as Exhibit 5.
23.2 Consent of Marcum & Kliegman, LLP.
24 Powers of Attorney. (See signature page)
- -------------
(1) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2001.
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 specify 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)(l)(i) and (a)(l)(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 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 purposes 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; and
(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
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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 the 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 policy
as expressed in the Act and will be governed by final adjudication of such
issue.
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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
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 Bohemia, New York on the 22nd day of June, 2007.
DIRECT INSITE CORP.
By:/s/ James Cannavino
---------------------
James Cannavino
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on June 22, 2007 by the following
persons in the capacities indicated. Each person whose signature appears below
constitutes and appoints James Cannavino with full power of substitution, our
true and lawful attorney-in-fact and agent to do any and all acts and things in
our name and on our behalf in our capacities indicated below which he may deem
necessary or advisable to enable Direct Insite Corp. to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement including specifically, but not limited to, power and authority to
sign for us or any of us in our names in the capacities stated below, any and
all amendments (including post-effective amendments) thereto, 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 such connection, as
fully to all intents and purposes as we might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Signature Title
- --------- -----
/s/James Cannavino Chairman of the Board and Chief Executive Officer
- -----------------
James Cannavino
/s/Bernard Puckett Director
- -----------------
Bernard Puckett
/s/Dennis Murray Director
- -----------------
Dennis Murray
Director
- -----------------
Michael Levin
/s/Michael J. Beecher Chief Financial Officer and Secretary
- -----------------
Michael J. Beecher