Creditriskmonitor Com Inc – ‘S-8 POS’ on 8/24/04

On:  Tuesday, 8/24/04, at 7:00pm ET   ·   As of:  8/25/04   ·   Effective:  8/25/04   ·   Accession #:  1169232-4-4603   ·   File #:  333-77727

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Amendment to Registration Statement                    8     32K 
 2: EX-4.2      Amendment to Long Term Incentive Plan                  3     12K 
 3: EX-5.1      Opinion of Counsel                                     1      7K 
 4: EX-23.1     Consent of Independent Public Accountant               1      6K 

S-8 POS   —   Amendment to Registration Statement
Document Table of Contents

S-8 POS
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As filed with the Securities and Exchange Commission on August 25, 2004         
                                                      Registration No. 333-77727

 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------
AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

----------------------

 CreditRiskMonitor.com, Inc.
(Exact name of registrant as specified in its charter)

     Nevada                                             36-2972588
(State or jurisdiction of                                 (I.R.S. Employer  
incorporation or organization)                            Identification Number)

 110 Jericho Turnpike, Suite 202
 Floral Park, New York 11001
(516) 620-5400
(Address of principal executive offices)

 1998 Long-Term Incentive Plan
(Full title of plan)

Mr. Jerome S. Flum
Chairman and Chief Executive Officer
 CreditRiskMonitor.com, Inc.
 110 Jericho Turnpike, Suite 202
 Floral Park, New York 11001
 (Name and address of agent for service)

(516) 620-5400
 (Telephone number, including area code, of agent for service)

 -------------
Copy to:
 David I. Schaffer, Esq.
 Meltzer, Lippe, Goldstein & Breitstone, LLP
 190 Willis Avenue
 Mineola, New York 11501
(516) 747-0300
Fax (516) 747-0653

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 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------
                                                             Proposed                 
                                           Proposed          maximum                  
Title of                 Amount            maximum           aggregate    Amount of   
securities to            to be             offering price    offering     registration
be registered            registered (1)    per share (2)     price        fee         
--------------------------------------------------------------------------------------
                                                                                      
Common Stock,                                                                         
par value $.01                                                                        
per share issuable       1,500,000         $0.485            $727,500     $92.17      
under the 1998 Long-                                                                  
Term Incentive Plan,                                                                  
as amended from time                                                                  
to time                                                                               
--------------------------------------------------------------------------------------

(1)   Pursuant to Rule 416, there are also being registered additional shares of
common stock as may become issuable pursuant to the anti-dilution   
provision of such Plan.                                             

(2)   Price based upon the average of the bid and asked price of a share of     
  common stock on the NASDAQ OTC Bulletin Board as of August 19, 2004 in
    accordance with Rules 457(c) and 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act").                     

 -------------

In accordance with the provisions of Rule 462 promulgated under the 
Securities Act, this registration statement will become effective upon filing   
with the Securities and Exchange Commission.                                    

 -------------

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information                                                        

     The documents containing the information specified in this Part I will be
sent or given to participants in the 1988 Long-Term Incentive Plan as specified 
by Rule 428(b)(1) under the Securities Act. Pursuant to the instructions for    
Form S-8, such documents need not be filed with the Securities and Exchange     
Commission (the "Commission") either as part of this Registration Statement or  
as prospectuses or prospectus supplements pursuant to Rule 424 under the        
Securities Act. These documents and the documents incorporated by reference in  
the 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. See Rule 428(a)(1).                                      

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Item 2. Registrant Information and Employee Plan Annual Information             

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 pursuant to Rule 428(b) or       
additional information about the CreditRiskMonitor.com, Inc. 1998 Long-Term     
Incentive Plan are available without charge by contacting:                      

Lawrence Fensterstock, Senior Vice President
CreditRiskMonitor.com, Inc.                 
110 Jericho Turnpike, Suite 202             
Floral Park, New York 11011                 
(516) 620-5400                              

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.                                

   The following documents filed by the Registrant with the Commission are
incorporated herein by reference:                                               

     (a)   The Registrant's annual report on Form 10-KSB for fiscal year ended
December 31, 2003;                                      

   (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
      Securities and Exchange Act of 1934, as amended (the "Exchange
           Act"), since the end of the fiscal year covered by the Registrant's
document referred to in (a) above; and                  

   (c)   The description of the Registrant's Common Stock contained in the
       Registrant's Registration Statement on Form SB-2, dated May 13,
       1999, including any amendments thereto or reports filed for the
purpose of updating such description.                   

    In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing  
of a post-effective amendment which indicates that all securities registered    
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof  
from the date of the 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 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.                                                     

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Item 5. Interests of Named Experts and Counsel.                                 

Not applicable                                                      

Item 6. Indemnification of Directors and Officers.                              

The Company's Articles of Incorporation limit, to the maximum extent
permitted by the Nevada Revised Statutes ("Nevada Law"), the personal liability 
of directors for monetary damages for breach of their fiduciary duties as       
directors. The Company's By-Laws provide that the Company shall indemnify its   
officers, directors, employees and agents to the fullest extent permitted by    
Nevada Law, and provide for the advancement of expenses in defending any action,
suit or proceeding in advance of its final disposition, subject to delivery by  
an officer or director, if required by Nevada Law, of an undertaking to repay   
such advances if it is ultimately determined that the indemnitee is not entitled
to indemnification for such expenses. Section 78.7502 of the Nevada Law provides
that a corporation may indemnify a director, officer, employee or agent made or 
threatened to be made a party to an action by reason of the fact that he was a  
director, officer, employee or agent of the corporation or was serving at the   
request of the corporation against expenses actually and reasonably incurred in 
connection with such action if he acted in good faith and in a manner he        
reasonably believed to be in or not opposed to the best interest of the         
corporation, and, with respect to any criminal action or proceeding, if he had  
no reasonable cause to believe his conduct was unlawful. Nevada Law does not    
permit a corporation to eliminate a director's duty of care, and the provisions 
of the Company's Articles of Incorporation have no effect on the availability of
equitable remedies, such as injunction or rescission, for a director's breach of
the duty of care.                                                               

      The Company currently does not have separate agreements of indemnification
or advancement of expenses with its directors and officers nor does the Company 
currently have directors' and officers' insurance.                              

   The foregoing discussion is necessarily subject to the complete text of
the statute, the Articles of Incorporation and the By-Laws, and are qualified in
their entirety by reference thereto.                                            

Item 7. Exemption From Registration Claimed.                                    

Not applicable.                                                     

Item 8. Exhibits.                                                               

4.1   1998 Long-Term Incentive Plan (Previously filed - see Index)  

4.2   Amendment Number One to 1998 Long-Term Incentive Plan         

   5.1   Opinion of Meltzer, Lippe, Goldstein & Breitstone, LLP, as to the
legality of the securities being offered                

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     23.1  Consent of BDO Seidman, LLP with respect to financial statements of
the Registrant                                          

     23.2  Consent of Meltzer, Lippe, Goldstein & Breitstone, LLP (included in
Exhibit 5.1)                                            

Item 9. Undertakings.                                                           

(a)   The Registrant hereby undertakes:                             

  (1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution.     

                (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; and     

                 (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                     registration statement of any material change to such
          information in the registration statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                 above do not apply if the information required to be included
                  in a post-effective amendment by those paragraphs is contained
           in periodic reports filed by the Registrant or the Plan
             pursuant to Section 13 or Section 15(d) of the Securities
              Exchange Act of 1934 that are incorporated by reference in
this 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;                                                          

          (3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the termination of the offering.    

      (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's     
annual report pursuant to section 13(a) or section 15(d)of the Securities       
Exchange Act of 1934 that is incorporated by reference in the registration      
statement shall be deemed to be a new registration statement relating to the    
securities offered therein, and the offering of such securities at that time    
shall be deemed to be the initial bona fide offering thereof.                   

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(c) 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    
Securities Act and is, therefore, unenforceable. In the event that a claim for  
indemnification against such liabilities (other than the payments 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 of 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 Floral Park, State of New York, on August 24, 2004.              

                                             CreditRiskMonitor.com, Inc.

                              By: /s/ Jerome S. Flum
                                               ---------------------------------
                                JEROME S. FLUM
                                       Chairman of the Board
                                           & Chief Executive Officer

                                     By: /s/ Lawrence Fensterstock
                                               ---------------------------------
                                       LAWRENCE FENSTERSTOCK
                                           Senior Vice President and
                                         Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this    
registration has been signed below by the following persons on behalf of the    
Company and in the capacities and as of the date indicated above.               

                              By: /s/ Jerome S. Flum
                                                --------------------------------
                              JEROME S. FLUM
                        Director

                            By: /s/ Leslie Charm
                                                --------------------------------
                            LESLIE CHARM
                        Director

                             By: /s/ Richard James
                                                --------------------------------
                             RICHARD JAMES
                        Director

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 EXHIBIT INDEX

Exhibit Number          Description                                             
--------------          -----------                                             

4.1               1988 Long-Term Incentive Plan (1)                 

   4.2               Amendment Number One to 1998 Long-Term Incentive Plan

5.1               Opinion of Counsel                                

      23.1              Consent of Independent Public Registered Accounting Firm

--------------------------------------------------------------------------------
(1)   Incorporated by reference from Registrant's Annual Report on Form 10-KSB  
for the fiscal year ended December 31, 1998 (File No. 0-10825)      

8 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed as of / Effective on:		8/25/04		1					4
Filed on:		8/24/04		7					S-8
		8/19/04		2
		12/31/03		3					10KSB
		5/13/99		3					SB-2/A
		12/31/98		8					10KSB
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