Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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DIVERSIFIED SECURITY SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3690168
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
280 Midland Avenue, Saddle Brook, New Jersey 07663
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(Address of Principal Executive Offices) (Zip Code)
Incentive Stock Option Plan
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119/0165
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(Name and address of agent for service)
(212) 594-5300
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(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: As Soon As
Practicable After Registration Statement Becomes Effective.
Page 1 of 9 Pages
Exhibit Index Begins on Page II-2
(Facing Page Continued on the Following Page)
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
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Common Shares, 500,000 $7.60(2) $3,800,000 $908.20
par value $.01 shares
per share
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon the average of the high and low prices of the Common Shares on
the American Stock Exchange, Inc. on January 10, 2002 of $7.60 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional indeterminate number of
shares as may become issuable pursuant to anti-dilution and adjustment
provisions of any options to purchase shares registered hereby.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No. 333-9447)
pursuant to the Securities Exchange Act of 1933 as amended are incorporated
by reference into this Registration Statement.
(1) The Company's prospectus filed pursuant to Rule 424(b) under the
Securities Act.
(2) The description of the Company's Common Stock contained in its
Registration Statement on Form SB-2 filed January 12, 2000 as amended.
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 which indicates that all the securities
offered have been sold or which deregisters all the securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation limits the liability of
Directors to the maximum extent permitted by Section 102(b)(7) of the Delaware
General Corporation Law. Delaware law provides that the directors of a
corporation will not be personally liable to such corporation or its
stockholders for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their 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 unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derives an improper personal
benefit. The Company's By-Laws provide that the Company shall indemnify its
directors and officers under certain circumstances, including those
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circumstances in which indemnification would otherwise be discretionary.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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5 Opinion of Milberg Weiss Bershad Hynes & Lerach LLP
10 Incentive Stock Option Plan -- incorporated by
reference to the Registrant's Registration Statement on
Form SB-2 (file No. 333-94477) filed on January 12,
2000.
23 Consent of Demetrius & Company, LLC.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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 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 or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(i)(ii) do not apply to information required to be included in a
post-effective amendment by those paragraphs which are contained in
periodic reports filed by the undersigned Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective
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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;
(c) 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.
(2) 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 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.
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
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, as amended,
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 Town of Saddle Brook, State of New Jersey, on this 15th
day of January, 2002.
DIVERSIFIED SECURITY SOLUTIONS, INC.
By: /s/ James E. Henry
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James E. Henry
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Date: January 15, 2002 /s/ James E. Henry
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James E. Henry
Chairman, Chief Executive Officer
and Director
Date: January 15, 2002 /s/ Irvin F. Witcosky
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Irvin F. Witcosky
Chief Operating Officer,
President, Secretary and Director
Date: January 15, 2002 /s/ Louis Massad
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Louis Massad
Vice President, Treasurer,
Chief Financial Officer and Director
Date: January 15, 2002 /s/ Leroy Kirchner
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Leroy Kirchner
Director
Date: January , 2002
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Joseph P. Ritorto
Director
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Date: January 15, 2002 /s/ Robert S. Benou
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Robert S. Benou
Director
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