Document/Exhibit Description Pages Size
1: S-8 POS Power2Ship, 8-K, June6-03 26 88K
AS FILED WITH THE SECURITES AND EXCHANGE COMMISSION ON June 6, 2003
Registration No. 333-62240
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT 1
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
POWER2SHIP, INC.
(Exact name of registration as specified in its charter)
Nevada 87-0449667
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
901 Clint Moore Road
Suite 903
Boca Raton, Florida 33487
(561) 998-7557
(Address and Telephone Number of Principal Executive Offices)
2001 EMPLOYEE STOCK COMPENSATION PLAN
-------------------------------------
(Full Title of the Plan)
Copies to:
Richard Hersh James M. Schneider, Esq.
Chief Executive Officer Schneider Weinberger LLP
Power2Ship, Inc. 2499 Glades Road
901 Clint Moore Road Suite 108
Suite 903 Boca Raton, FL 33431
Boca Raton, FL 33487 (561) 362-9595
(561) 998-7557
Explanatory Paragraph
A registration statement on Form S-8 relating to our 2001 Employee Stock
Compensation Plan was filed on June 4, 2001 (SEC File No. 333-62240) and is
currently effective. Pursuant to the provisions of Instruction C to Form S-8
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
this post-effective amendment to such registration statement is being filed to
permit the resale of control securities to be acquired by selling security
holders under our 2001 Employee Stock Compensation Plan pursuant to the re-offer
prospectus which forms a part of this post-effective amendment to the
registration statement.
PROSPECTUS
POWER2SHIP, INC.
80,000 Shares of Common Stock
To be Issued Pursuant to the
Power2Ship, Inc. 2001 Employee Stock Compensation Plan
This prospectus relates to an aggregate of 80,000 shares of our common
stock issued under our 2001 Employee Stock Compensation Plan to Michael Darden
and a non-affiliated consultant to Power2Ship, Inc. (the "selling security
holders").
The selling security holders may sell all or a portion of the shares of our
common stock from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and at market prices
prevailing at the time of such sales or at negotiated prices. However, the
total shares sold by an affiliate in any 90-day period may not exceed 1% of
Power2Ship, Inc.'s outstanding shares. At May 28, 2003, there were outstanding
25,568,448 shares of our common stock. We will not receive any proceeds from
sales by the selling security holders.
This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state. No
person has been authorized by us to give any information or to make any
representation other than as contained in this prospectus, and if given or made,
such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock shall, under any circumstances, create any
implication that there has been no change in our affairs since the date hereof.
THESE SECURITIES HAVE NOT BEEN APROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is June 5, 2003.
OUR BUSINESS
HISTORY
Power2Ship, Inc. ("P2S" or the "Company") was formed in Nevada on October
28, 1987. Since inception, P2S did not engage in any material business
operations until it acquired 100% of the issued and outstanding shares of common
stock of Premier Sports Media and Entertainment Group, Inc., a New York
corporation ("Premier"). On December 19, 2001, P2S acquired 388,889 shares of
Premier's common stock in exchange for 1,000,000 of P2S's common stock (the
"Share Exchange"), all of which were restricted regarding transferability. The
shares of P2S's common stock issued to the shareholders of Premier represented
approximately 8% of the total issued and outstanding shares of P2S common stock
immediately after the share exchange. As a result of the share exchange, P2S
carried on business through its wholly-owned subsidiary Premier and its
Subsidiaries.
On March 11, 2003, P2S and its wholly-owned subsidiary Jag2 Corporation, a
Delaware corporation ("Merger Sub"), consummated an agreement and plan of merger
(the "Merger Agreement") with Freight Rate, Inc. d/b/a Power2Ship, a Delaware
company ("Power2"). Pursuant to the Merger Agreement, Merger Sub was merged
with and into Power2, and Power2 survived as P2S's wholly-owned subsidiary
corporation. At the effective time of the merger, the Power2 common, preferred,
warrant and option holders exchanged their securities for an aggregate of (i)
29,768,523 shares of P2S common stock, options and warrants to purchase shares
of P2S's common stock (12,051,448 shares of which were issued initially, with
the remaining 17,717,075 shares underlying the options and warrants), (ii)
100,000 shares of Series X Preferred Stock and (iii) 87,000 shares of Series Y
Preferred Stock. The Series Y Preferred Stock has 200 votes per share and has
the right to vote with the common shareholders in all matters, and is
convertible into 231,477 shares of P2S's common stock at the holder's option.
The Series X Preferred Stock is required to be converted on March 11, 2004 into
as many as an additional 85,740,000 shares of common stock based upon the degree
to which a one year funding schedule of up to $2.5 million is met. If the
entire $2.5 million of funding is consummated, the Series X Preferred Stock will
be cancelled. Also, pursuant to the Merger Agreement, R & M Capital Partners,
Inc. agreed to cancel 2,650,000 shares of its P2S common stock. The foregoing
summary of the Merger Agreement is qualified by reference to the complete text
of the Merger Agreement, which is filed as an exhibit to P2S' Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 26, 2003
(the "P2S Current Report").
Simultaneous with the Power2 merger, P2S entered into a Stock Purchase
Agreement pursuant to which it sold 95% or 369,445 shares of the common stock of
Premier to The DAR Group, Inc. ("DAR") in consideration of the forgiveness of
P2S' indebtedness to DAR in the approximate amount of $2.0 million and the
assumption by DAR of all of P2S' liabilities as of the closing date of the Stock
Purchase Agreement. The foregoing summary of the Stock Purchase Agreement is
qualified by reference to the complete text of the Stock Purchase Agreement,
which is filed as an exhibit to the P2S Current Report.
On May 13, 2003, the Company changed its name from Jaguar Investments, Inc. to
Power2Ship, Inc.
As a result of the Power2 merger and the sale of 95% of the stock of
Premier, P2S' business as of the date of this Report is being primarily
conducted through Power2Ship, Inc.
DESCRIPTION OF POWER2'S BUSINESS
Overview
--------
Power2 is the surviving corporation of the June 1999 merger with Freight
Rate, Inc., a Florida company, which was incorporated in June 1996. Power2 is
an application service provider (ASP) that offers a highly accessible,
user-friendly information and communication system for the truckload freight
industry. Truck freight is estimated to represent approximately 80% or $400
billion of the $500 billion United States freight transportation market
according to the American Trucking Association. At the end of 2000 there were
approximately 467,159 interstate motor carriers, excluding passenger carriers
and carriers of hazardous freight, with approximately 375,348 or 80.4% operating
20 or fewer trucks according to the U.S. Department of Transportation, Federal
Motor Carrier Safety Administration. Power2 believes it has developed a system
to help these smaller motor carriers compete more effectively with large
carriers while, also, providing valuable logistics services to both small and
large shippers.
Power2's system, named the P2S MobileMarket(TM), includes an online site
for collecting, consolidating, processing and presenting real-time
transportation-related data that is valuable to the logistics departments of
shippers ("Shippers") and motor carriers ("Carriers"). This information helps
these Shippers and Carriers operate more efficiently by enabling them to (i)
minimize excess transportation capacity of Carriers, (ii) execute freight
transactions online, and (iii) easily track the movement of loads and/or
transportation assets online. Current customers include Shippers such as The
Great Atlantic & Pacific Tea Company, a major retail food business ("A&P"), and
Tire Kingdom, a subsidiary of TBC Corp., a major aftermarket tire retailer, as
well as numerous Carriers. Power2 formed two wholly owned subsidiaries in 2002,
Power2Ship, Inc. and Power4PL, Inc., both Delaware corporations, that have had
very limited activity since their inception.
P2S MobileMarket(TM)
--------------------
Power2, similar to many other ASPs, intends to charge some of the users
(Shippers only) of the P2S MobileMarket(TM) primarily based upon their actual
usage of the system without requiring them to purchase any software or hardware.
Carriers will have unlimited access and use of the system for free, although
they may choose to purchase vehicle locator and communication devices offered by
Power2 to enhance the benefits they derive from the system. Some of the
information that may be collected and saved in the P2S MobileMarket(TM) includes
specific descriptions of each Carrier's company, assets, personnel, Carriers'
freight rates, Shipper's transportation requirements and preferences in general
and for specific loads, a digital version of the bill of lading, load pick-up
and delivery appointment times and actual times, frequently updated asset/load
locations with automatic notification of events anticipated to cause delays and
a digital version of the receiver's signature confirming delivery.
Collectively, this information enables the P2S MobileMarket(TM) to predict where
and when every trucking asset in the system will have excess capacity and
automatically search for the next load closest to that truck.
Some of the benefits that Shippers may derive from using the P2S
MobileMarket(TM) include:
- A single, consolidated online page listing up to the 10 best Carriers
meeting their pre-defined load, performance and pricing requirements having
excess capacity (equipment) to move their loads;
- Online access to Carriers' profiles and historical performance information
prior to selecting the desired Carriers;
- Reduces the time spent searching for Carriers thus enabling logistics
personnel to concentrate on other transportation tasks;
- Frequently updated location information of inbound loads and, if they have
a captive fleet, outbound loads thus enabling Shippers to more accurately
schedule advertising campaigns, warehouse personnel, etc.;
- Receive automatic notification and alerts of probable delivery delays
provides more time to develop and implement contingent plans;
- Electronic bill of lading and exception management tools permits exact
settlements, significantly improving relations with vendors and Carriers;
- Customized management reporting utilizing historical data is available for
an additional charge;
- Custom development of interfaces to legacy systems of large Shippers is
available for an additional charge; and
- Access to logistics experts utilizing state-of-the-art software to analyze
historical data and recommend supply chain optimization strategies is
available for an additional charge.
Some of the benefits that Carriers may derive from using the P2S
MobileMarket(TM) include:
- Free use of an online asset management tool to set-up, store, update and
track their assets (tractors, trailer and drivers) and provide asset
utilization reports;
- Frequently updated location information available to constantly track
assets;
- Receive automatic notification and alerts to proactively address possible
delays and problems;
- Loads offered to qualified Carriers with excess capacity without freight
brokerage fee or sales commission;
- 2S pays Carriers and assumes responsibility for collecting payment from
Shippers;
- Fast payment option available for an additional charge;
- Damaged or improper quantities of goods reported to all parties resulting
in faster resolution; and
- Access to historical transaction data for reporting and performance
metrics.
RECENT DEVELOPMENTS
In the third quarter of 2002, we obtained a license from the U.S.
Department of Transportation, Federal Motor Carrier Safety Administration, to
engage in operations arranging or brokering transportation of freight (except
household goods) by motor vehicle. Since the fourth quarter of 2002 we have
been providing various logistics services to Tire Kingdom and anticipate
providing similar services to many other Shippers in the future.
In the fourth quarter of 2002, P2S entered into an Application Service
Provider Software License and Customization Agreement with A & P (the "A & P
Agreement") to provide software development for a fee not to exceed $500,000
("Development Fee") of which we have received approximately $251,000. Pursuant
to this agreement, we defined and developed much of the functionality and most
of the unique features of the P2S MobileMarket that were required by A&P, and we
believe will be of value to many other Shippers. Further, upon acceptance of
our development work, in addition to receiving the balance of the Development
Fee, A&P has agreed to pay us $30,000 per month for unlimited access to the P2S
MobileMarket and $5,000 per month to have its data segregated on a dedicated
computer server.
In the first quarter of 2003, P2S entered into a three-year agreement with
BellSouth Corporation to provide a comprehensive communications solution for the
P2S MobileMarket(TM) at BellSouth's highly secure e-business center in Miami,
Florida. In March 2003, International Business Machines Corp. announced that it
had agreed to assume responsibility for providing dedicated hosting and support
services to BellSouth's customers at this facility after a brief transition
period. BellSouth will continue to provide network services and bandwidth for
connectivity to the Internet.
PLANNED REVENUE SOURCES
P2S intends to generate revenue from users of the P2S MobileMarket(TM) by
providing a variety of services and products. Sources of revenue may include:
- Transaction processing fees of approximately 7% added to the freight rates
supplied by Carriers to establish the prices for Shippers using the P2S
MobileMarket(TM) to find Carriers for their loads.
- Monthly subscription fees charged to Shippers for unlimited access to the
P2S MobileMarket(TM). (At this time there are no plans to charge such fees
to Carriers).
- Sales of vehicle locator and communication devices ("P2S Mobile Devices")
to Carriers. The current version of the P2S Mobile Device consists of a
vehicle locator device with a built-in modem ("Locator Device"), a handheld
personal digital assistant ("PDA") and a cable to connect the Locator
Device and the PDA. P2S has entered into a distributor agreement with a
manufacturer of the Locator Devices that it believes will enable it to
offer these devices at highly competitive prices. The Locator Device,
easily installed in reach of the driver and plugged into a cigarette
lighter for power, utilizes global positioning system technology to
determine its specific latitude and longitude. Next, an internal modem in
the Locator Device wirelessly transmits the location data to the nearest
cellular tower. Then, the data is sent over a terrestrial network to reach
the Internet and is delivered to the P2S MobileMarket. The PDA will contain
proprietary software developed by P2S enabling it to wirelessly send and
receive transportation-related information between drivers and P2S when
connected with a cable to the Locator Device.
- Monthly usage/service fees charged to Carriers who purchase the P2S Mobile
Devices. P2S intends to enter into 3-year usage/service contracts with
Carriers having a monthly fee of approximately $50 per device that will
provide them with wireless access to the P2S Mobile Market(TM) and product
maintenance and customer support. In order to provide such wireless access
at more competitive prices, P2S has entered into a value added re-seller
(VAR) agreement with AT&T.
- Software development fees charged to large Shippers, such as A&P, requiring
custom interfaces to be developed to extract critical information from
their existing systems. Each such project is unique and would require a
contract defining the technical scope of the project, a timetable for
deliverables, the price for each deliverable and the other terms and
conditions typical for such projects.
- Virtual private network ("VPN") fees charged to Shippers requiring data
encryption and other extra security measures for their data. VPN fees are
incorporated in contracts prepared for each Shipper and are be based on a
number of variables including the volume of data being transmitted, the
distance the data must travel and the amount of bandwidth required.
- Logistics optimization fees charged to Shippers seeking to identify and
implement strategies to improve the efficiency of their supply chain. P2S
intends to employ experienced logistics professionals utilizing
sophisticated logistics optimization software to analyze the historical
information collected for a particular Shipper, identify embedded trends of
activity, and recommends methods of improving complete supply chain
strategies for them. This service is available to all Shippers once they
have sufficient historical information collected in the P2S
MobileMarket(TM).
RISK FACTORS
PDS' success will depend upon numerous factors, certain of which are beyond
the Company's control. Readers should carefully consider the following factors,
among others, when evaluating the Company.
UNTIL RECENTLY, WE WERE A DEVELOPMENT STAGE COMPANY, AND WE FACE VARIOUS
PROBLEMS ASSOCIATED WITH EARLY STAGE OPERATIONS.
Although Freight Rate, Inc., the Florida predecessor company of the current
Freight Rate, was incorporated in the second quarter of 1996, it has, until very
recently, been a development stage company subject to all of the risks inherent
in the establishment of a new business enterprise, including limited capital,
possible delays in the development of the Company's products, implementation of
the Company's business plan and uncertain markets. Our ability to fulfill our
business plan is dependent on the further successful development and marketing
of our products and services. The Company may encounter unanticipated problems,
expenses and delays in developing and marketing its products and services. PDS'
failure to fully develop its software or successfully market its products and
services would have a material adverse effect on the Company and could force it
to curtail or cease operations.
WE LACK AN OPERATING HISTORY.
There is a limited financial history of operations from which to evaluate
P2S' future prospects, including its ability to implement and manage operations
and achieve its projections. No assurances can be given that our services or
products will achieve market acceptance or that we will achieve profitable
operations in the future.
WE MAY NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON
ACCEPTABLE TERMS.
Our internal growth strategy requires substantial capital investment.
Capital is necessary for the expansion of our market share and marketing of our
operations. Our future capital requirements, however, depend on a number of
factors, including our ability to grow our revenues and manage our business.
Our growth will depend upon our ability to raise additional capital, possibly
through the issuance of long-term or short-term indebtedness or the issuance of
equity securities in private or public transactions.
If we raise additional capital through the issuance of debt, this will
result in increased interest expense. If we raise additional funds through the
issuance of equity or convertible debt securities, the percentage ownership by
existing shareholders will be reduced, and those shareholders may experience
significant dilution. In addition, new securities may contain certain rights,
preferences or privileges that are senior to those of our common stock. There
can be no assurance that acceptable financing can be obtained on suitable terms,
if at all. Our business could suffer if we are unable to raise the additional
funds on acceptable terms.
OUR REVENUES AND OPERATING RESULTS CAN BE UNPREDICTABLE.
Our revenues and operating results could fluctuate substantially from
quarter to quarter and from year to year. Our ability to recognize revenue
during a quarter from customers depends upon our ability to ship product and
satisfy other contractual obligations of a customer sale in that quarter. In
general, revenue and operating results in any reporting period may fluctuate due
to factors including, among others:
- Loss of a customer;
- The timing and size of orders from customers;
- Changes in customers' requirements, including changes to orders from
customers;
- The introduction of new products by us or our competitors;
- Changes in the price or availability of components for our products;
- Satisfaction of contractual customer acceptance criteria and related
revenue recognition issues;
- Manufacturing and shipment delays and deferrals; and
- Increased service or warranty costs.
As a result, we may continue to experience high inventory levels, operating
expenses and general overhead. Our future operating results may depend on our
ability to continue to expand our manufacturing facilities in a timely manner so
that we can satisfy our delivery commitments to our customers. Our failure to
meet our customer's delivery commitments would harm our business, financial
condition, and results of operations.
POTENTIAL COMPETITORS HAVE GREATER RESOURCES THAN P2S AND MAY DEVELOP SUPERIOR
PRODUCTS AND SERVICES.
The freight industry is subject to intense competition. Some of the
Company's potential competitors have significantly greater financial, marketing,
technical and other competitive resources, as well as greater name recognition
and a larger installed base of clients. P2S cannot assure you that it will be
able to effectively compete with these competitors or that potential competitors
will not develop services equal to or better than those marketed by P2S.
THE COMPANY HAS OBTAINED VERY LIMITED ORDERS FOR ITS PRODUCTS OR SERVICES TO
DATE.
With the exception of two recent customers, P2S has not entered into
agreements with any other customers to provide its products or services. The
Company cannot assure you that it will be able to enter into any more such
agreements or that, if it enter into any such agreements, they will be on
favorable terms. P2S' inability to locate and execute agreements with numerous
customers on terms that are profitable to it would materially and adversely
impact its business strategy.
THERE CAN BE NO ASSURANCE THAT THE COMPANY'S PRODUCTS AND SERVICES WILL BE
ACCEPTED BY ITS TARGET MARKETS.
The Company's success will, in large measure, depend on acceptance of its
services by both shippers and carriers in the commercial transportation
industry. It will require a significant amount of marketing expenses to achieve
such acceptance. There can be no assurance that P2S can develop and perform its
services, even if accepted, at acceptable cost levels. The inability to
successfully market its products and services would materially and adversely
impact its business strategy.
RISKS RELATED TO ONLINE COMMERCE AND THE INTERNET.
The Company's long-term success depends on the further development of the
Internet as a commercial market place, which is uncertain. The markets for
freight and logistics transactions through the Internet are at an early stage of
development and are rapidly evolving. Because of this rapid evolution, it is
difficult to predict the future growth (if any) and the future size of these
markets. There can be no assurance that any market for the Company's online
services will be developed or will continue to develop or become sustainable.
More globally, sales of its services and products will depend upon the
acceptance of the Internet as a widely used medium for commerce and
communication. A number of factors could prevent such acceptance, including the
following:
1. Potential customers may be reluctant or unwilling to shift their purchasing
from traditional service providers to online service providers;
2. The necessary network infrastructure for substantial growth in usage of the
Internet may net be adequately developed;
3. Increased government regulation or taxation may adversely affect the
viability of electronic commerce;
4. Insufficient availability of telecommunication services or changes in
telecommunication services could result in slower response times or
increased costs; and
5. Adverse publicity and consumer concern about the security of electronic
commerce transactions could discourage its acceptance and growth.
RAPIDLY EVOLVING TECHNOLOGY.
The Company's markets are subject to rapid technological change, changing
client needs, frequent new product introductions and evolving industry standards
that may render existing products and services obsolete. P2S' growth and future
operating results will depend, in part, upon its ability enhance existing
applications and develop and introduce new applications or capabilities that:
- meet or exceed technological advances in the marketplace;
- meet changing client requirements;
- comply with changing industry standards;
- achieve market acceptance;
- integrate third party software effectively; and
- respond to competitive offerings.
OUR PRODUCT DEVELOPMENT AND TESTING EFFORTS HAVE REQUIRED, AND ARE EXPECTED TO
CONTINUE TO REQUIRE, SUBSTANTIAL INVESTMENTS.
The Company may not possess sufficient resources to continue to make the
necessary investments in technology. In addition, it may not successfully
identify new software opportunities or develop and bring new software to market
in a timely and efficient manner. If the Company is unable, for technological
or other reasons, to develop and introduce new and enhanced software in a timely
manner, it may lose existing clients and fail to attract new clients, which may
adversely affect its performance.
THERE IS A LIMITED ABILITY TO SAFEGUARD THE COMPANY'S PROPRIETARY INFORMATION.
P2S' success and ability to compete are substantially dependent on its
internally developed technologies and trademarks, which it protects through a
combination of confidentiality procedures, contractual provisions, patent,
copyright, trademark and trade secret laws. Despite its efforts to protect its
proprietary rights, unauthorized parties may copy aspects of its products or
obtain and use information that it regards as proprietary. Policing
unauthorized use of our products is difficult, and the Company expects software
piracy to be a problem. Furthermore, potential competitors may independently
develop technology similar to that of the Company.
CONFLICTS OF INTEREST.
The Company's officers and directors are, or may become in their individual
capacities, officers, directors, controlling shareholders, or partners of other
entities engaged in a variety of businesses which may, in the future, have
various transactions with P2S. Thus, potential conflicts of interest are, or
may, exist, including, among other things, conflicts with respect to the time,
effort, and corporate opportunities involved in participation with such other
business entities and transactions. Each of the Company's officers and
directors may engage in business opportunities outside of the Company. An
officer or director may continue any business activity in which such officer or
director was engaged prior to joining P2S. Officers and directors are aware of
the fact that they owe a fiduciary duty to the Company not to withhold any
corporate opportunity that may arise.
THE LOSS OF THE COMPANY'S KEY PERSONNEL MAY JEOPARDIZE THE SUCCESS AND GROWTH OF
ITS BUSINESS.
P2S' success depends significantly on the retention of current and future
executive officers. The Company currently does not maintain key person life
insurance on any of its executive officers. The loss of services of any of its
current or future executive officers for any reason could have a material
adverse effect on its business, operating results, financial condition and cash
flows.
THE FAILURE TO HIRE AND RETAIN QUALIFIED PERSONNEL WOULD HARM THE COMPANY'S
BUSINESS.
The Company's success also will depend significantly on its ability to
attract, integrate, motivate and retain highly skilled technical, managerial
sales, marketing and service personnel. Competition for skilled personnel is
intense, and there can be no assurance that P2S will be successful in
attracting, motivating and retaining the personnel required to grow and operate
profitably. In addition, the cost of hiring and retaining skilled employees is
high, thereby reducing profitability. Failure to attract and retain highly
skilled personnel could materially and adversely affect the Company's business.
GOVERNMENT REGULATION.
The Company's operations may be subject to a number of regulatory and
governmental requirements. While the Company's proposed plan of operation
complies with applicable rules and regulations, there can be no assurance that
new laws, rules or regulations or the interpretation of existing laws, rules, or
regulations will not prohibit or render its plan of operation impractical.
OUR STOCK PRICE WILL FLUCTUATE FROM TIME TO TIME AND MAY FALL BELOW EXPECTATIONS
OF SECURITIES ANALYSTS AND INVESTORS AND COULD SUBJECT US TO LITIGATION, WHICH
MAY RESULT IN INVESTORS SUFFERING THE LOSS OF THEIR INVESTMENT.
The market price of our common stock may fluctuate significantly in
response to a number of factors, some of which are beyond our control. These
factors include:
- Quarterly variations in operating results;
- Changes in accounting treatments or principles;
- Announcements by us or our competitors of new products and services
offerings, significant contracts, acquisitions or strategic relationships;
- Additions or departures of key personnel;
- Any future sales of our common stock or other securities;
- Stock market price and volume fluctuations of publicly traded companies in
general and technology related companies in particular; and
- General political, economic and market conditions.
It is likely that in some future quarter our operating results may fall
below the expectations of securities analysts and investors, which could result
in a decrease in the trading price of our common stock. The trading prices of
technology related companies in particular have been especially volatile. In
the past, securities class action litigation has often been brought against a
company following periods of volatility in the market price of its securities.
We may be the target of similar litigation in the future. Securities litigation
could result in substantial costs and divert management's attention and
resources, which could seriously harm our business and operating results.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION
Some of the information in this prospectus may contain forward-looking
statements. These statements can be identified by the use of forward-looking
words such as "may," "will," "expect," "Anticipate," "estimate," "continue" or
other similar words. These statements discuss future expectations, contain
projections of results of operations or financial condition or state other
"forward-looking" information. When considering such forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in or incorporated by reference into this prospectus. The risk
factors noted in this section and other factors noted throughout this prospectus
or incorporated herein, including certain risks and uncertainties, could cause
our actual results to differ materially from those contained in any
forward-looking statement.
2001 EMPLOYEE STOCK COMPENSATION PLAN
In January 2001, the board of directors adopted and the stockholders
thereafter approved a stock compensation plan. The Company has no long-term
incentive plan, as that term is defined in the rules and regulations of the
Securities and Exchange Commission.
The Company has adopted the 2001 Employee Stock Compensation Plan (the
"Plan"). The purpose of the Plan is to further the growth and advance the best
interests of the Company by supporting and increasing the Company's ability to
attract, retain and compensate persons of experience and ability and whose
services are considered valuable, to encourage the sense of proprietorship in
such persons, and to stimulate the active interest of such persons in the
development and success of the Company. This Plan provides for stock
compensation through the award of shares of the Company's common stock.
A compensation committee of the Board of Directors (the "Committee"), or,
in the absence of such committee, the Board of Directors will be responsible for
the administration of this Plan. The Committee will have sole power to award
Common Shares under the Plan. The determination of those eligible to receive an
award of Plan Shares shall rest in the sole discretion of the Committee, subject
to the provisions of the Plan. Awards of shares under the Plan may be made as
compensation for services rendered, directly or in lieu of other compensation
payable, as a bonus in recognition of past service or performance or may be sold
to an employee.
The maximum number of shares which may be awarded under the Plan is
5,000,000. As of May 28, 2003, 3,180,000 shares had been awarded under the
Plan.
Awards may generally be granted to (i) executive officers, officers and
directors (including advisory and other special directors) of the Company; (ii)
full time and part time employees of the Company; (iii) natural persons engaged
by the Company as a consultant, advisor or agent; and (iv) a lawyer, law firm,
accountant or accounting firm, or other professional or professional firm
engaged by the Company.
Generally, the Committee has complete discretion to determine when and to
which employees' shares are to be granted, and the number of shares to be
awarded to each employee. Grants to employees may be made for cash, property,
services rendered or other form of payment constituting lawful consideration
under applicable law. Shares awarded other than for services rendered may not
be sold at less than the fair value of the common stock on the date of grant.
The Plan will terminate on the tenth anniversary of its effective date,
unless terminated earlier by the Board of Directors or unless extended by the
Board of Directors, after which time no incentive award grants may be authorized
under the Plan.
FEDERAL INCOME TAX EFFECTS
The following discussion applies to our Plan and is based on federal income
tax laws and regulations in effect on December 31, 2002. It does not purport to
be a complete description of the federal income tax consequences of the Plan,
nor does it describe the consequences of state, local or foreign tax laws, which
may be applicable. Accordingly, any person receiving a grant under the Plan
should consult with his or her own tax adviser.
Our Long-Term Stock Incentive Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the IRS Code.
An employee granted an incentive stock option does not recognize taxable
income either at the date of grant or at the date of its timely exercise.
However, the excess of the fair market value of common stock received upon
exercise of the incentive stock option over the option exercise price is an item
of tax preference under Section 57(a)(3) of the IRS Code and may be subject to
the alternative minimum tax imposed by Section 55 of the IRS Code. Upon
disposition of stock acquired on exercise of an incentive stock option,
long-term capital gain or loss is recognized in an amount equal to the
difference between the sales price and the incentive stock option exercise
price, provided that the option holder has not disposed of the stock within two
years from the date of grant and within one year from the date of exercise. If
the incentive stock option holder disposes of the acquired stock (including the
transfer of acquired stock in payment of the exercise price of an incentive
stock option) without complying with both of these holding period requirements
("Disqualifying Disposition"), the option holder will recognize ordinary income
at the time of such Disqualifying Disposition to the extent of the difference
between the exercise price and the lesser of the fair market value of the stock
on the date the incentive stock option is exercised (the value six months after
the date of exercise may govern in the case of an employee whose sale of stock
at a profit could subject him to suit under Section 16(b) of the Securities
Exchange Act of 1934) or the amount realized on such Disqualifying Disposition.
Any remaining gain or loss is treated as a short-term or long-term capital gain
or loss, depending on how long the shares are held. In the event of a
Disqualifying Disposition, the incentive stock option tax preference described
above may not apply (although, where the Disqualifying Disposition occurs
subsequent to the year the incentive stock option is exercised, it may be
necessary for the employee to amend his or her return to eliminate the tax
preference item previously reported). We are not entitled to a tax deduction
upon either exercise of an incentive stock option or disposition of stock
acquired pursuant to such an exercise, except to the extent that the option
holder recognized ordinary income in a Disqualifying Disposition.
If the holder of an incentive stock option pays the exercise price, in full
or in part, with shares of previously acquired common stock, the exchange should
not affect the incentive stock option tax treatment of the exercise. No gain or
loss should be recognized on the exchange, and the shares received by the
employee, equal in umber to the previously acquired shares exchanged therefore,
will have the same basis and holding period for long-term capital gain purposes
as the previously acquired shares. The employee will not, however, be able to
utilize the old holding period for the purpose of satisfying the incentive stock
option statutory holding period requirements. Shares received in excess of the
number of previously acquired shares will have a basis of zero and a holding
period, which commences as of the date the common stock is issued to the
employee upon exercise of the incentive stock option. If an exercise is
effected using shares previously acquired through the exercise of an incentive
stock option, the exchange of the previously acquired shares will be considered
a disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.
In respect to the holder of non-qualified options, the option holder does
not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1934, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of our common stock issuable upon the exercise of plan options
must be made in compliance with federal and state securities laws. Our
officers, directors and 10% or greater shareholders, as well as certain other
persons or parties who may be deemed to be "affiliates" of ours under federal
securities laws, should be aware that resales by affiliates can only be made
pursuant to an effective registration statement, Rule 144 promulgated under the
Securities Act or other applicable exemption. Our officers, directors and 10%
and greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.
SALES BY SELLING SECURITY HOLDERS
This prospectus covers the shares of our common stock issuable upon the
exercise of options under our Plan and the subsequent resale of the shares of
our common stock by the selling security holders, Michael Darden, an affiliate
of the Company, who is our President, as well as a non-affiliated party who is a
consultant to the Company. The shares of our common stock being reoffered by
our affiliate pursuant to this prospectus are deemed to be control shares as
that term is defined in Rule 405 of the Securities Act.
The following table sets forth:
- the name of the selling security holders, including Michael Darden, who is
our affiliate as that term is defined in the Securities Act,
- the number of shares owned,
- the number of shares being registered for resale by them, and
- the number of shares and percentage of our common stock to be owned by the
selling security holders following completion of such offering (based on
25,568,448 shares of our common stock outstanding at May 28, 2003).
We may amend or supplement this prospectus from time to time to update the
disclosure set forth in the following table. All of the shares being registered
for resale under this prospectus for the selling security holders may be offered
hereby. Because the selling security holders may sell some or all of the shares
owned by them which are included in this prospectus, and because there are
currently no agreements, arrangements or understandings with respect to the sale
of any of the shares, no estimate can be given as to the number of shares being
offered hereby that will be held by the selling security holders upon
termination of any offering made hereby. We have, therefore, for the purposes
of the following table assumed that the selling security holders will sell all
of the shares owned by them, which are being offered hereby, but will not sell
any other shares of our common stock that they presently own or which can be
acquired upon the exercise of options granted outside of our Plan.
Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to securities and
includes any securities, which the person has the right to acquire within 60
days through the conversion or exercise of any security or other right.
[Download Table]
Shares Percentage
To be To be
Owned Owned
Name of Selling Number of Shares to After After
Securities Holder Shares Owned be Offered Offering Offering
----------------- ------------ ---------- -------- ---------
Michael Darden 828,195 30,000 798,195 3.1%
Leo Ghitis 50,000 50,000 -0- 0%
PLAN OF DISTRIBUTION
The shares offered hereby by the selling security holders may be sold from
time to time by the selling security holders on one or more exchanges or in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. Because of Mr. Darden's affiliate status, he may not sell more
than 1% of the Company's outstanding Common Stock in any three-month period.
The shares may be sold by one or more of the following methods, including,
without limitation:
- on the over-the counter markets on which our shares may be listed from time
to time, in transactions which may include special offerings, exchange
distributions and/or secondary distributions, pursuant to and in accordance
with the rules of such exchanges, including sales to underwriters who
acquire the shares for their own account and resell them in one or more
transactions or through brokers, acting as principal or agent;
- in transactions other than on such exchanges or in the over-the-counter
market, or a combination of such transactions, including sales through
brokers, acting as principal or agent, sales in privately negotiated
transactions, or dispositions for value by any selling security holder to
its partners or members, subject to rules relating to sales by affiliates;
- through the issuance of securities by issuers other than us, convertible
into, exchangeable for, or payable in our shares; or
- through the writing of options on our shares, whether or not such options
are listed on an exchange, or other transactions requiring delivery of our
shares, or the delivery of our shares to close out a short position.
In effecting sales, brokers or dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate in the resales.
Brokers, Dealers or agents may receive compensation in the form of commissions,
discounts or concessions from selling security holders in amounts to be
negotiated in connection with the sale. These broker-dealers and agents and any
other participating broker-dealers, or agents may be deemed to be "underwriters"
within the meaning of the Securities Act, in connection with the sales. In
addition, any securities covered by this prospectus that qualify for sale under
Rule 144 might be sold under Rule 144 rather than under this prospectus.
We have advised the selling security holders that, during the time as they
may be engaged in a distribution of the shares included herein, they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of our common stock.
Sales of securities by us and the selling security holders or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.
DESCRIPTION OF SECURITIES
General
Our authorized common stock consists of 100,000,000 shares of common stock.
As of May 28, 2003, there were 25,568,448 shares of common stock issued and
outstanding. As of May 28, 2003, the Company was authorized to issue 1,000,000
shares of preferred stock, of which there were 100,000 shares of Series X
Preferred Stock outstanding, and 87,000 shares of Series Y Preferred Stock
outstanding.
Common Stock
Holders of shares of our common stock are entitled to one vote per share on
all matters submitted to a vote of stockholders. Holders of shares of our
common stock do not have cumulative voting rights, which means that the holders
of more than 50% of the shares voting for the election of directors can elect
all of the directors if they choose to do so, and in such event, the holders of
the remaining shares will not be able to elect any directors.
Subject to the rights of holders of any outstanding Series A Preferred
Stock, the holders of outstanding shares of our common stock are entitled to the
dividends and other distributions as may be declared from time to time by our
Board of Directors from legally available funds. Holders of the shares of our
common stock have no preemptive, subscription, redemption or conversion rights.
Subject to the rights of holders of any outstanding Series A Preferred Stock,
upon our liquidation, dissolution or winding up and after payment of all prior
claims, holders of our common stock are entitled to share ratably in all of our
assets remaining after payment of liabilities and liquidation preferences of any
outstanding shares of Series A Preferred Stock.
Preferred Stock
The Series X Preferred Stock is required to be converted on March 11, 2004
into as many as an additional 85,740,000 shares to existing stockholders of
Freight Rate based upon fulfillment of funding of up to $2.5 million. In the
event funding falls short of this amount, additional shares will be issued up to
that amount to the prior shareholders of Freight Rate. In the event the entire
$2.5 million of funding is completed, the Series X Preferred Stock will be
cancelled. The Series X Preferred Stock does not pay any dividends and will be
subordinate to shares of capital stock of the Company ranking by its terms
senior to the Series X Preferred Stock. The Series X Preferred Stock does not
have any liquidation preference and has no voting rights except as may be
required under the laws of Nevada.
The Series Y Preferred Stock has 200 votes per share and has the right to
vote with the common shareholders in all matters. The Series Y Preferred Stock
is convertible into a total of 231,477 shares of Jaguar common stock, or 2.66065
shares for each share of Series Y Preferred Stock.
Transfer Agent
The transfer agent and registrar for our common stock is Madison Stock
Transfer, P.O. Box 145, Brooklyn, New York 11229.
EXPERTS
The consolidated financial statements of Jaguar Investments, Inc. as of
December 31, 2002, and the related statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 2002 and
2001, incorporated by reference in this prospectus, have been audited by Liebman
Goldberg & Drogin, LLP, independent certified public accountants, as indicated
in their report with respect thereto, and are incorporated herein in reliance
upon the authority of said firm as experts in giving said report.
Subsequent to such year end, Sweeney Gates & Co. were engaged as new
independent accountants to replace Liebman, Goldberg & Drogin.
INDEMNIFICATION
The Nevada General Corporation Law allows us to indemnify each of our
officers and directors who are made a party to a proceeding if:
(a) the officer or director conducted himself or herself in good faith;
(b) his or her conduct was in our best interests, or if the conduct was
not in an official capacity, that the conduct was not opposed to our best
interests; and
(c) in the case of a criminal proceeding, he or she had no reasonable
cause to believe that his or her conduct was unlawful.
We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director is found to
have derived an improper personal benefit.
Insofar as indemnification for liabilities rising 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 SEC, this indemnification is against public policy as expressed in the
securities laws and is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE
We have filed with the SEC a registration statement on Form S-8. This
Prospectus is part of the registration statement. It does not contain all of
the information set forth in the registration statement. For further
information about Jaguar Investments, Inc. and its common stock, you should
refer to the registration statement. Statements contained in this prospectus as
to the contents of any contract or other document referred to in this prospectus
are not necessary complete. Where a contract or other document is an exhibit to
the registration statement, each of you should review the provisions of the
exhibit to which reference is made. You may obtain these exhibits from the SEC
as discussed below.
We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
more information on the operation of the public reference rooms. Copies of our
SEC filings are also available to the public from the SEC's Web site at
http://www.sec.gov.
-----------
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below, any of such documents filed since the date this
registration statement was filed, and any future filings with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the offering is completed.
- Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002,
as amended
- Current Report on form 8-K filed on March 26, 2003, as amended
- Quarterly Report on Form 10-QSB for the period ended March 31, 2003
- Information Statement on Form 14C filed on April 22, 2003
- Current Report on Form 8-K filed on May 2, 2003, as amended.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purpose of this prospectus 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 modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.
You may request a copy of these filings at no cost by writing or call us at
the following address and telephone number:
Corporate Secretary
Power2Ship, Inc.
901 Clint Moore Road, Suite 903
Boca Raton, Florida 33487
(561) 998-7557
ITEM 4. DESCRIPTION OF SECURITIES
A description of our securities is set forth in the prospectus incorporated
as a part of this registration statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada Business Corporation Law allows us to indemnify each of our
officers and directors who are made a party a proceeding if:
(a) the officer or director conducted himself or herself in good faith;
(b) his or her conduct was in our best interests, or if the conduct was not in
an official capacity, that the conduct was not opposed to our best
interests; and
(c) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful. We may not indemnify our
officers or directors in connection with a proceeding by or in our right,
where the officer or director was adjudged liable to us, or in any other
proceeding, where our officer or director is found to have derived an
improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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, this
indemnification is against public policy as expressed in the securities laws and
is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
4.1 2001 Employee Stock Compensation Plan (previously filed)
23.1 Consent of Liebman Goldberg & Drogin
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that is has reasonable grounds to believe that it meets all of
the requirements for filing on Form s-8 and has duly caused this post-effective
amendment to the registration statement to be signed on behalf by the
undersigned, thereunto duly authorized, in the City of Davie and the State of
Florida, on the 5th day of June, 2003.
POWER2SHIP, INC.
By: /s/ Richard Hersh
-------------------
Richard Hersh
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
capacities and on the dates indicated.
Chief Executive Officer and
Chairman of the Board and
Principal Executive, Financial
/s/ Richard Hersh and Accounting Officer June 5, 2003
-------------------
Richard Hersh
/s/ Michael Darden President June 5, 2003
--------------------
Michael Darden
/s/ Douglas Gass Director June 5, 2003
------------------
Douglas Gass
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 and to the incorporation by reference therein
of our report dated March 21, 2003, with respect to the consolidated financial
statements of Jaguar Investments, Inc. included in its Annual Report on Form
10-KSB for the year ended December 31, 2002, filed with the Securities and
Exchange Commission.
/s/ Liebman Goldberg & Drogin LLP
---------------------------------
Liebman Goldberg & Drogin LLP
Certified Public Accountants
Garden City, New York
June 5, 2003
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0001214782-03-000207 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Mon., Apr. 29, 4:32:35.1pm ET 
