S-8 1 v128388_s-8.htm Unassociated Document

As filed with the Securities and Exchange Commission on October 8, 2008
                                                 Registration No. 333-                                            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GLOBAL INVESTOR SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada
(State or Other Jurisdiction of Incorporation or Organization)
 
87-0369205
(I.R.S.  Employer Identification No.)

110 William Street, 22nd Floor
 
New York, NY 
10038
(Address of Principal Executive Offices)
(Zip Code)

2008 Incentive Stock Plan
(Full Title of the Plan)
 
Nicholas S. Maturo
Chief Executive Officer
Global Investor Services, Inc.
110 William Street, 22nd Floor
New York, NY 10038
( Name and Address of Agent For Service)
 
(212) 227-2242
(Telephone Number, Including Area Code, of Agent For Service)

Copies to :
Stephen M. Fleming, Esq.
Law Offices of Stephen M. Fleming PLLC
110 Wall Street, 11th Floor
New York, New York 10005
 
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
Large accelerated filer
  o
Accelerated Filer
  o
 
Non-accelerated filer
  o
Smaller reporting company
  x


CALCULATION OF REGISTRATION FEE
 
 
Title Of  Securities To Be
Registered
  
Amount
To Be Registered (1)
  
Proposed
Maximum  Offering Price
Per Share (2)
  
Proposed Maximum
Aggregate
Offering Price (2)
  
Amount Of
Registration Fee (2)
  
Common Stock, $.001 par value per share
    
25,000,000 shares
  
$
0.11
  
$
2,750,000
  
$
108..08
  
 
(1)  
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock attributable to these registered shares which become issuable under the 2008 Incentive Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock .

(2)  
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933.  The above calculation is based on the last reported price as reported on the Over the Counter Bulletin Board on October 6, 2008, which was $0.11 per share.


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this 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.


     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, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:

Nicholas S. Maturo
Chief Executive Officer
Global Investor Services, Inc.
110 William Street, 22nd Floor
New York, New York 10038
(212) 227-2242


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents by Reference.

     The following documents which have been filed by Global Investor Services, Inc., a Nevada corporation (the “Registrant”), with the Commission are incorporated into this Registration Statement by reference:

 
(a)  
The Registrant’s Annual Report on Form 10-KSB as of and for the year ended March 31, 2008, filed with the Commission on August 14, 2008; and

 
(b)  
The Registrant’s Current Reports on Form 8-K filed with the Commission on August 21, 2008 and October 1, 2008; and

 
(c)  
The Registrant’s Quarterly Report on Form 10-Q as of and for the quarter ended June 30, 2008, filed with the Commission on August 19, 2008; and

(d)  
The description of the Common Stock contained or incorporated in the registration statements filed by the Registrant under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission 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 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 a part of this Registration Statement from the date of 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 that also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier 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.


Nevada law provides that a corporation may indemnify its directors and officers, as well as other employees and individuals, against attorneys' fees and other expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person was or is a party or is threatened to be made a party by reason of such person being or having been a director, officer, employee or agent of the corporation, provided such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. However, indemnification is not available to such person if (i) his act or failure to act constituted a breach of his fiduciary duties as a director or officer, and (ii) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

The Nevada Law provides that the foregoing provisions are not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
 
Item7.
Exemption from Registration Claimed.
 
Not applicable.
Item 8.
Exhibits.
Exhibit
Number
 
Description
4.1
 
2008 Incentive Stock Plan
 
 
 
5.1
  
Opinion of Law Offices of Stephen M. Fleming PLLC.
     
 23.1
 
 Consent of RBSM LLP
 
 
  
23.2
 
Consent of Law Offices of Stephen M. Fleming PLLC.
     
24.1
  
Power of Attorney (included in signature page)

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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;

 
(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.  Notwithstanding the foregoing, any increase or decrease in volume 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 and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 
(b)
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.

 
(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, 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.

(3)
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 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, 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 Beverly Hills, in the State of California, on this 20th day of August, 2008.
  
 
GLOBAL INVESTOR SERVICES, INC.
 
 
 
 
By:
/s/ Nicholas S. Maturo
 
 
Nicholas S. Maturo
 
 
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)

 
By:
/s/ William Kosoff
 
 
William Kosoff
 
 
President, Chief Financial Officer and Director
(Principal Financial Officer)

Each person whose signature appears below constitutes and appoints each of Nicholas S. Maturo and William Kosoff, or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, in connection with the Registrant’s Registration Statement on Form S-8 under the Securities Act of 1933, including to sign any and all amendments (including post-effective amendments or supplements) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he 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 hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 8th day of October 2008 by the following persons in the capacities and on the dates indicated.

 
TITLE
 
 
 
By:  /s/ Nicholas S. Maturo
 
Chief Executive Officer and Chairman of the Board
Nicholas S. Maturo
  
(Principal Executive Officer)
 
 
 
By:  /s/ William Kosoff
 
President, Chief Financial Officer and Director
William Kosoff
  
(Principal Financial Officer)
     
By:  /s/ Louis Sagar
 
Director
Louis Sagar
    

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Exhibit Index
 
Exhibit
Number
 
Description
4.1
 
2008 Incentive Stock Plan
 
 
 
5.1
  
Opinion of Law Offices of Stephen M. Fleming PLLC.
     
23.1
 
 Consent of RBSM LLP
 
 
  
23.2
 
Consent of Law Offices of Stephen M. Fleming PLLC.  (Included as part of Exhibit 5.1)
     
24.1
  
Power of Attorney (included in signature page)

6