As filed with the Securities and Exchange Commission on August 25, 2004
Registration No. 333-77727
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CreditRiskMonitor.com, Inc.
(Exact name of registrant as specified in its charter)
Nevada 36-2972588
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
110 Jericho Turnpike, Suite 202
Floral Park, New York 11001
(516) 620-5400
(Address of principal executive offices)
1998 Long-Term Incentive Plan
(Full title of plan)
Mr. Jerome S. Flum
Chairman and Chief Executive Officer
CreditRiskMonitor.com, Inc.
110 Jericho Turnpike, Suite 202
Floral Park, New York 11001
(Name and address of agent for service)
(516) 620-5400
(Telephone number, including area code, of agent for service)
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Copy to:
David I. Schaffer, Esq.
Meltzer, Lippe, Goldstein & Breitstone, LLP
190 Willis Avenue
Mineola, New York 11501
(516) 747-0300
Fax (516) 747-0653
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered (1) per share (2) price fee
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Common Stock,
par value $.01
per share issuable 1,500,000 $0.485 $727,500 $92.17
under the 1998 Long-
Term Incentive Plan,
as amended from time
to time
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(1) Pursuant to Rule 416, there are also being registered additional shares of
common stock as may become issuable pursuant to the anti-dilution
provision of such Plan.
(2) Price based upon the average of the bid and asked price of a share of
common stock on the NASDAQ OTC Bulletin Board as of August 19, 2004 in
accordance with Rules 457(c) and 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act").
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In accordance with the provisions of Rule 462 promulgated under the
Securities Act, this registration statement will become effective upon filing
with the Securities and Exchange Commission.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Part I will be
sent or given to participants in the 1988 Long-Term Incentive Plan as specified
by Rule 428(b)(1) under the Securities Act. Pursuant to the instructions for
Form S-8, such documents need not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by reference in
the Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. See Rule 428(a)(1).
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Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the CreditRiskMonitor.com, Inc. 1998 Long-Term
Incentive Plan are available without charge by contacting:
Lawrence Fensterstock, Senior Vice President
CreditRiskMonitor.com, Inc.
110 Jericho Turnpike, Suite 202
Floral Park, New York 11011
(516) 620-5400
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's annual report on Form 10-KSB for fiscal year ended
December 31, 2003;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Registrant's
document referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form SB-2, dated May 13,
1999, including any amendments thereto or reports filed for the
purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.
Any statement contained herein or 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 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.
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Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation limit, to the maximum extent
permitted by the Nevada Revised Statutes ("Nevada Law"), the personal liability
of directors for monetary damages for breach of their fiduciary duties as
directors. The Company's By-Laws provide that the Company shall indemnify its
officers, directors, employees and agents to the fullest extent permitted by
Nevada Law, and provide for the advancement of expenses in defending any action,
suit or proceeding in advance of its final disposition, subject to delivery by
an officer or director, if required by Nevada Law, of an undertaking to repay
such advances if it is ultimately determined that the indemnitee is not entitled
to indemnification for such expenses. Section 78.7502 of the Nevada Law provides
that a corporation may indemnify a director, officer, employee or agent made or
threatened to be made a party to an action by reason of the fact that he was a
director, officer, employee or agent of the corporation or was serving at the
request of the corporation against expenses actually and reasonably incurred in
connection with such action if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. Nevada Law does not
permit a corporation to eliminate a director's duty of care, and the provisions
of the Company's Articles of Incorporation have no effect on the availability of
equitable remedies, such as injunction or rescission, for a director's breach of
the duty of care.
The Company currently does not have separate agreements of indemnification
or advancement of expenses with its directors and officers nor does the Company
currently have directors' and officers' insurance.
The foregoing discussion is necessarily subject to the complete text of
the statute, the Articles of Incorporation and the By-Laws, and are qualified in
their entirety by reference thereto.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 1998 Long-Term Incentive Plan (Previously filed - see Index)
4.2 Amendment Number One to 1998 Long-Term Incentive Plan
5.1 Opinion of Meltzer, Lippe, Goldstein & Breitstone, LLP, as to the
legality of the securities being offered
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23.1 Consent of BDO Seidman, LLP with respect to financial statements of
the Registrant
23.2 Consent of Meltzer, Lippe, Goldstein & Breitstone, LLP (included in
Exhibit 5.1)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution.
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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, represent 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 of any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above 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 or the Plan
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
this 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 file a post-effective amendment to remove from registration
any of the securities that remain unsold at the termination of the offering.
(b) The 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 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payments 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 of 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
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 Floral Park, State of New York, on August 24, 2004.
CreditRiskMonitor.com, Inc.
By: /s/ Jerome S. Flum
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JEROME S. FLUM
Chairman of the Board
& Chief Executive Officer
By: /s/ Lawrence Fensterstock
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LAWRENCE FENSTERSTOCK
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration has been signed below by the following persons on behalf of the
Company and in the capacities and as of the date indicated above.
By: /s/ Jerome S. Flum
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JEROME S. FLUM
Director
By: /s/ Leslie Charm
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LESLIE CHARM
Director
By: /s/ Richard James
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RICHARD JAMES
Director
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EXHIBIT INDEX
Exhibit Number Description
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4.1 1988 Long-Term Incentive Plan (1)
4.2 Amendment Number One to 1998 Long-Term Incentive Plan
5.1 Opinion of Counsel
23.1 Consent of Independent Public Registered Accounting Firm
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(1) Incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1998 (File No. 0-10825)
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