As filed with the Securities and Exchange Commission on April 21, 2004
Registration No. 333-_______________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 80-0025175
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
91 Hill Avenue NW,
Fort Walton Beach, Florida 32548
(850) 796-0909
(Address, Including Zip Code and Telephone Number, of
Principal Executive Offices)
2004 Non-Statutory Stock Option Plan
(Full Title of the Plan)
William H. Ham Copy to:
Spectrum Science & Software Holdings Corp. Adam S. Gottbetter, Esq.
91 Hill Avenue NW, Salvatore Fichera, Esq.
Fort Walton Beach, Florida 32548 Gottbetter & Partners, LLP.
(850) 796-0909 488 Madison Avenue, 12th Floor
(Name, Address and Telephone Number, New York, New York 10022
including Area Code, of Agent for Service) (212) 400-6900
Title of Securities Amount Proposed Proposed Amount of
To Be Registered To Be Maximum Maximum Aggregate Registration
Registered Offering Price Offering Price Fee
Per Share (1)
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Common Stock, par value $.0001 per share
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2004 Non-Statutory Stock Option Plan . . 20,000,000 $ 3.10 $ 62,000,000 $ 7,855.40
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TOTAL: . . . . . . . . . . . . . . . . . 20,000,000 $ 3.10 $ 62,000,000 $ 7,855.40
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(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 April 16, 2004.
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
Spectrum Science & Software Holdings Corp., 91 Hill Avenue NW, Fort Walton
Beach, Florida 32548, (850) 796-0909.
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(a) 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(a) 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, $.0001 par value per share
(the "Common Stock") of the Registrant is contained in the Registrant's
registration statement on Form 10-SB, as amended, as filed with the Securities
and Exchange Commission on August 20, 2003.
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.
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. G&P holds 4,865 shares
of common stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person for claims arising
against the person for serving as a present or former director, officer,
employee, or agent of the corporation. Indemnity is available only if the person
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation. If the claim is a criminal action,
indemnification may be available only if the person had no reasonable cause to
believe his or her conduct was unlawful. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with the claim.
A Delaware corporation may also indemnify persons against expenses
(including attorneys' fees) incurred for actions brought by or on behalf of the
corporation subject to the conditions discussed above, except that no
indemnification is permitted in respect of any claim as to which person shall
have been found to be liable to the corporation unless a court determines that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity.
To the extent the person is successful in defending a claim described in
the preceding two paragraphs, the corporation must indemnify the person against
expenses (including attorneys' fees) actually and reasonably incurred. The
indemnification and advancement of expenses provided for in Section 145 is not
exclusive of any other rights to which the person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibits No. Description
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4.1 2004 Non-Statutory Stock Option Plan, as amended.
5.1 Opinion of Counsel, Gottbetter & Partners, LLP.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Tedder, James, Worden & Associates, P.A.
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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.
SIGNATURES
SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
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 Fort Walton Beach, State of Florida on the 19th day of
April, 2004.
By: /s/ William H. Ham, Jr.
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William H. Ham, Jr.
Executive Vice President
By: /s/ Nancy Gontarek
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Nancy Gontarek
Chief Financial Officer
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/ Karl Heer
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Karl Heer Director April 19, 2004
/s/ Kelvin Armstrong
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Kelvin Armstrong Director April 19, 2004