-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MtA9TD9ds27noqYNubLvDqYY0GxEqiTUEiqnFGcJqR/ANLmpKGSvFWC32uZfWMT7 pKB0Z9JZGrjUrK+XENl0mw== 0001072613-03-001003.txt : 20030627 0001072613-03-001003.hdr.sgml : 20030627 20030627091801 ACCESSION NUMBER: 0001072613-03-001003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030627 EFFECTIVENESS DATE: 20030627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRIVERSSHIELD COM CORP CENTRAL INDEX KEY: 0000778164 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 112750412 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-106554 FILM NUMBER: 03759618 BUSINESS ADDRESS: STREET 1: 51 E BETHPAGE ROAD CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5169381010 MAIL ADDRESS: STREET 1: 51 E BETHPAGE ROAD CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: FIRST PRIORITY GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL FLEET GROUP INC DATE OF NAME CHANGE: 19880329 FORMER COMPANY: FORMER CONFORMED NAME: UNISEARCH INC DATE OF NAME CHANGE: 19860814 S-8 1 form-s8_12022.txt FORM S-8 As filed with the Securities and Exchange Commission on June 26, 2003. Registration No. 333-_______ ================================================================================ Securities and Exchange Commission Washington, D.C. 20549 Form S-8 Registration Statement Under The Securities Act of 1933 ACCESSITY CORP. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) New York 11-2750412 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 12514 West Atlantic Boulevard, Coral Springs, FL 33071 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954-752-6161) 1995 Incentive Stock Plan of Accessity Corp. -------------------------------------------- (Full title of Plan) Barry Siegel Accessity Corp. 12514 West Atlantic Boulevard Coral Springs, FL 33071 ------------------------------------------------------- (Name, address, including Zip Code and telephone number including area code of agent for service) With a Copy to: Lawrence A. Muenz, Esq. Meritz & Muenz LLP. Three Hughes Place Dix Hills, New York 11746 ================================================================================ CALCULATION OF REGISTRATION FEE Title of each Proposed Proposed class of maximum maximum Amount of Total securities to amount to be offering price aggregate registration be registered registered per unit offering price fee - -------------------------------------------------------------------------------- Common Stock 6,000,000 $.409 $2,454,000 $199 - -------------------------------------------------------------------------------- (1) Price calculated in accordance with Rule 457(c) of the regulations promulgated under Securities Act of 1933. Approximate date of proposed sale to the public: This Registration Statement shall become effective upon filing with the Commission. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. In accordance with the requirements of the Securities Exchange Act of 1934, the Company periodically files certain reports and other information with the Commission. The following documents filed with the Commission are hereby incorporated in this Prospectus by reference: 1. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002; 2. The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2003; 3. The Company's Current Report on Form 8-K dated May 16, 2003. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all remaining securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the 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. 2 ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Lawrence A. Muenz, Partner of Meritz & Muenz LLP., who will render an opinion herein regarding the validity of the securities being registered herein, has previously been issued an option to purchase up to 100,000 common shares of the Company as additional compensation for the legal services that his firm provided to our company. These options were granted pursuant to the 1995 Incentive Stock Plan of Accessity Corp. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 722 of the New York Business Corporation Law allows companies to indemnify their directors and officers against expenses, judgments, fines and amounts paid in settlement under the conditions and limitations described in the law. Our certificate of incorporation authorizes us to indemnify our officers, directors and other agent to the fullest extent permitted under New York law. Our certificate of incorporation provides that a director is not personally liable for monetary damages to us or our stockholders for breach of his or her fiduciary duties as a director. A director will be held liable for a breach of his or her duty of loyalty to us or our stockholders, his or her intentional misconduct or willful violation of law, actions or in actions not in good faith, an unlawful stock purchase or payment of a dividend under New York law, or transactions from which the director derives an improper personal benefit. This limitation of liability does not affect the availability of equitable remedies against the director including injunctive relief or rescission. We have purchased a directors' and officers' liability and reimbursement policy that covers liabilities of our directors and officers arising out of claims based upon acts or omissions in their capacities as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS 5.1. Legal Opinion of Meritz & Muenz LLP. 23. Consent of Experts and Counsel 23.1 Consent of Nussbaum Yates & Wolpow, P.C. ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (i) Include any prospectus required by section 10(a)(3) of the Securities Act; 3 (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b)) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 the 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 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 payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the question has already 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 Securities Act and will be governed by the final adjudication of such issue. 4 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 Coral Springs, Florida, on June 26, 2003. ACCESSITY CORP. By: /s/ Barry Siegel ------------------------- Barry Siegel Chairman of the Board of Directors, Secretary and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. By: /s/ Barry Siegel Date: June 25, 2003 ------------------------- Barry Siegel Chairman of the Board of Directors, Secretary, and Chief Executive Officer, By: /s/ Barry J. Spiegel Date: June 25, 2003 ------------------------- Barry J. Spiegel President DriverShield ADS Corp. Director By: /s/ Philip Kart Date: June 25, 2003 ------------------------- Philip Kart Senior Vice President, Treasurer and Chief Financial Officer By: /s/ Kenneth J. Friedman Date: June 25, 2003 ------------------------- Kenneth J. Friedman Director By: /s/ John M. McIntyre Date: June 25, 2003 ------------------------- John M. McIntyre President and Chief Operating Officer Director By: /s/ Bruce S. Udell Date: June 25, 2003 ------------------------- Bruce S. Udell Director 5 1995 INCENTIVE STOCK PLAN OF ACCESSITY CORP. Pursuant to the requirements of the Securities Act of 1933, the Board of Directors of the Registrant who administers the 1995 Incentive Stock Plan of Accessity Corp. have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Coral Springs, Florida, on June 25, 2003. By: /s/ Barry Siegel ------------------------- Barry Siegel Chairman of the Board of Directors on behalf of the Board of Directors 6 Index of Exhibits ----------------- 5.1. Legal Opinion of Meritz & Muenz LLP. 23. Consent of Experts and Counsel 23.1 Consent of Nussbaum Yates & Wolpow, P.C. 7 EX-5.1 3 exh5-1_12022.txt LEGAL OPINION OF MERITZ & MUENZ LLP EXHIBIT 5.1 ----------- [Meritz & Muenz LLP. letterhead] June 26, 2003 Board of Directors Accessity Corp. 12514 West Atlantic Boulevard Coral Springs, FL 33071 Gentlemen: You have requested our opinion, as counsel for Accessity Corp., a New York corporation (the "Company"), in connection with the registration statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933 (the "Act"), being filed by the Company with the Securities and Exchange Commission. The Registration Statement relates to the registration of 6,000,000 shares (the "Registered Shares") of common stock (the "Offering"), par value $.015 (the "Common Stock") that have been or will be issued pursuant to the 1995 Incentive Stock Plan of Accessity Corp. We have examined such records and documents and made such examinations of law as we have deemed relevant in connection with this opinion. It is our opinion that when there has been compliance with the Act, the Registered Shares, when issued, delivered, and paid for, will be fully paid, validly issued and non-assessable. No opinion is expressed herein as to any laws other than the laws of the State of New York and of the United States of America. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Respectfully yours, Meritz & Muenz LLP. By: /s/ Lawrence A. Muenz --------------------- Lawrence A. Muenz Partner EX-23.1 4 exh23-1_12022.txt CONSENT OF NUSSBAUM YATES & WOLPOW, P.C. EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT AUDITORS ------------------------------- We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 5, 2003, which appears on page F-1 of the annual report on Form 10-KSB of Accessity Corp. for the year ended December 31, 2002. /s/ NUSSBAUM YATES & WOLPOW, P.C. NUSSBAUM YATES & WOLPOW, P.C. Melville, New York June 25, 2003 -----END PRIVACY-ENHANCED MESSAGE-----