As filed with the Securities and Exchange Commission on February 25, 2003
Registration No. 333-____
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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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STONEPATH GROUP, INC.
Delaware 65-0867684
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1600 Market Street, Suite 1515
Philadelphia, Pennsylvania 19103
(215) 979-8370
(Address of Principal Executive Offices)
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STONEPATH GROUP, INC. 401(K) PROFIT SHARING PLAN
(Full title of the plan)
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Stephen M. Cohen With a copy to:
Senior Vice-President and General Counsel Brian North, Esquire
1600 Market Street, Suite 1515 Buchanan Ingersoll Professional Corporation
Philadelphia, Pennsylvania 19103 1835 Market Street, 14th Floor
(215) 979-8370 Eleven Penn Center
Facsimile: (215) 979-8399 Philadelphia, PA 19102
(Name, address and telephone number of agent for service) Phone: (215) 665-3828
Facsimile: (215) 665-8760
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered (1)(2) Price Per Share (3) Offering Price (3) Registration Fee
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Common Stock, par value $.001 per 1,000,000 shares $1.51 $1,510,000 $139.00
share
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Total 1,000,000 shares $1,510,000 $139.00
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(1) The shares of common stock, par value $.001 per share (the "Common
Stock"), set forth in the Calculation of Registration Fee table and which
may be offered pursuant to this registration statement include, pursuant
to Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act"), such additional number of shares of the Company's Common Stock as
may be offered or issued as a result of any stock splits, stock dividends
or similar transactions.
(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Stonepath Group, Inc. 401(k) Profit
Sharing Plan (the "Plan").
(3) Estimated in accordance with Rule 457(c) and (h) of the Securities Act
solely for the purpose of calculating the registration fee based on the
average of the high and low prices of the Common Stock as reported on the
American Stock Exchange on February 19, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registration Information and Employee Plan Annual Information*
* The documents containing the information for the Plan required by Part I
of the Registration Statement will be sent or given to the participants in
the Plan as specified by Rule 428(b)(1)of the Securities Act. Such
documents are not filed with the Securities and Exchange Commission (the
"SEC") either as a part of this Registration Statement or as a prospectus
or prospectus supplement pursuant to Rule 424 in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the SEC are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
2001;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 2002;
3. The Company's Current Reports on Form 8-K filed as of January 25, 2002,
April 19, 2002, May 20, 2002, June 12, 2002, July 3, 2002, July 15, 2002,
August 2, 2002, August 14, 2002, October 16, 2002 and February 4, 2003;
and
4. The description of the Company's Common Stock which is contained in the
Company's registration statement on our amended Form 8-A filed pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), dated June 29, 2001, including any subsequent amendments
or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Stonepath Group,
Inc. 401(k) Profit Sharing Plan with the SEC pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement 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 hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation and Bylaws reflect the adoption
of the provisions of Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), which eliminate or limit the personal liability of a director to
the Company or its stockholders for monetary damages for breach of fiduciary
duty under certain circumstances. If the DGCL is amended to authorize corporate
action further eliminating or limiting personal liability of directors, the
Certificate of Incorporation provides that the liability of the director of the
Company shall be eliminated or limited to the fullest extent permitted by the
DGCL. The Company's Certificate of Incorporation and Bylaws also provide that
the Company shall indemnify any person, who was or is a party to a proceeding by
reason of the fact that he is or was a director, officer, employer or agent of
the Company, or is or was serving at the Company's request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with such proceeding if he acted in
good faith and in a manner he reasonably believed to be in the Company's best
interests, in accordance with, and to the full extent permitted by, the DGCL.
The determination of whether indemnification is proper under the circumstances,
unless made by the court, shall be determined by the Company's Board of
Directors.
The Company has liability insurance for the benefit of its directors and
officers. The insurance covers claims against such persons alleging:
o breach of duty;
o neglect;
o error;
o misstatement;
o misleading statement;
o omission; or
o improper action.
The insurance covers such claims, except as prohibited by law, or otherwise
excluded by such insurance policy.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
10.12 Stonepath Group, Inc. 401(k) Profit Sharing Plan Filed herewith
10.13 UBS PaineWebber Standardized 401(K) Profit Filed herewith
Sharing Plan Adoption Agreement
23.1 Consent of KPMG LLP Filed herewith
24.1 Power of Attorney (see signature page)
In lieu of an opinion concerning compliance with the requirements of the
Employee Retirement Income Security Act of 1974, as amended, we have received a
determination letter from the Internal Revenue Service that the Plan is
qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) 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;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed with the SEC by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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.
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(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC 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 Company of
expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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 Securities Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Philadelphia, Commonwealth of Pennsylvania, on the 21st day of
February, 2003.
Stonepath Group, Inc.
By: /s/ Dennis L. Pelino
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Chairman of the Board and
Chief Executive Officer
By: /s/ Bohn H. Crain
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Chief Financial Officer
By: /s/ Thomas L. Scully
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Vice President - Controller
(Principal Accounting Officer)
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Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Dennis L. Pelino and Stephen M. Cohen,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
SEC, granting unto said attorneys-in-fact and agents, and each of them, 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 any of them, or their or his
substitute or substitutes, any lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Dennis L. Pelino Chairman of the Board and Chief February 21, 2003
------------------------------ Executive Officer
Dennis L. Pelino
/s/ J. Douglass Coates Director February 21, 2003
------------------------------
J. Douglass Coates
/s/ Frank Palma Director February 21, 2003
------------------------------
Frank Palma
/s/ Aloysius T. Lawn IV Director February 21, 2003
------------------------------
Aloysius T. Lawn IV
/s/ Robert McCord Director February 21, 2003
------------------------------
Robert McCord
/s/ David Jones Director February 21, 2003
------------------------------
David Jones
The Plan. Pursuant to the requirements of the Securities Act, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania, on the 21st day of February, 2003.
Stonepath Group, Inc. 401(k) Profit Sharing Plan
/s/ Bohn H. Crain Authorized Signatory for Advisory February 21, 2003
------------------------------ Committee, as Plan Administrator
Bohn H. Crain
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EXHIBIT INDEX
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10.12 Stonepath Group, Inc. 401(k) Profit Sharing Plan Filed herewith
10.13 UBS PaineWebber Standardized 401(k) Profit Filed herewith
Sharing Plan Adoption Agreement
23.1 Consent of KPMG LLP Filed herewith
24.1 Power of Attorney (see signature page)
In lieu of an opinion concerning compliance with the requirements of the
Employee Retirement Income Security Act of 1974, as amended, we have received a
determination letter from the Internal Revenue Service that the Plan is
qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended.