As filed with the Securities and Exchange Commission on September 29, 2003
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
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)
--------------------------
STONEPATH GROUP, INC.
---------------------------------------------------
2003 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
--------------------------
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
Phone: (215) 979-8370 Eleven Penn Center
Facsimile: (215) 979-8399 Philadelphia, Pennsylvania 19102
(Name, address and telephone number of agent for service) Phone: (215) 665-3828
Facsimile: (215) 665-8760
--------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per 1,000,000 shares $2.51(2) $2,510,000(2) $203.06
share
------------------------------------------------------------------------------------------------------------------------------------
Total 1,000,000 shares $2,510,000 $203.06
====================================================================================================================================
------------
(1) The shares of common stock, par value $.001 per share (the "Common
Stock"), of Stonepath Group, Inc. (the "Company") 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) 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 sales prices of the Common Stock as reported
on the American Stock Exchange on September 23, 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 "Commission") either as 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 by the Company with the Commission are
incorporated herein by reference:
o Annual Report on Form 10-K for the year ended December 31, 2002, as
amended by Form 10-K/A filed with the Commission on August 28, 2003;
o Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, as
amended by Form 10-Q/A filed with the Commission on August 28, 2003;
o Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as
amended by Form 10-Q/A filed with the Commission on August 28, 2003;
o Current Reports on Form 8-K and 8-K/A as filed with the Commission on May
8, 2003, July 7, 2003, July 17, 2003, August 7, 2003, August 13, 2003,
August 15, 2003, August 28, 2003, August 28, 2003 and September 9, 2003;
and
o The description of our Common Stock which is contained in our 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 with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment 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
Our certificate of incorporation and bylaws reflect the adoption of the
provisions of Section 102(b)(7) of the Delaware General Corporation Law, as
amended, which eliminate or limit the personal liability of a director to our
stockholders or us for monetary damages for breach of fiduciary duty under
certain circumstances. If applicable Delaware law is amended to authorize
corporate action further eliminating or limiting personal liability of
directors, our certificate of incorporation provides that the liability of a
director shall be eliminated or limited to the fullest extent permitted by
applicable Delaware law.
Our certificate of incorporation and bylaws also provide that we 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, employee or agent of ours, or is or was
serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including judgments, fines, amounts paid in settlement and attorneys'
fees) actually and reasonably incurred by such person in connection with a
proceeding if such person acted in good faith and in a manner he reasonably
believed to be in our best interests, in accordance with, and to the fullest
extent permitted by, applicable Delaware law. The determination of whether
indemnification is proper under the circumstances, unless made by a court, shall
be determined by the board of directors.
We maintain, at our expense, an insurance policy which insures our
directors and officers, subject to certain exclusions and deductions as are
usual in such insurance policies, against certain liabilities which may be
incurred in those capacities.
Item 7. Exemption from Registration Claimed
Not applicable.
2
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
5.1 Opinion of Buchanan Ingersoll PC Filed herewith
23.1 Consent of KPMG LLP Filed herewith
23.2 Consent of KPMG LLP Filed herewith
23.3 Consent of KPMG LLP Filed herewith
23.4 Consent of Ho, Sneddon, Chui Filed herewith
23.5 Consent of Ho, Sneddon, Chui Filed herewith
23.6 Consent of Buchanan Ingersoll PC Contained in opinion
filed as Exhibit 5.1
24.1 Power of Attorney (see signature page)
99.1 Stonepath Group, Inc. 2003 Employee Stock Filed herewith
Purchase Plan
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 by the Company with
the Commission 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.
3
(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 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.
(c) 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 Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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.
4
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 29th day of September,
2003.
Stonepath Group, Inc.
By: /s/ Dennis L. Pelino
-------------------------------
Dennis L. Pelino
Chairman of the Board and
Chief Executive Officer
By: /s/ Bohn H. Crain
-------------------------------
Bohn H. Crain
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Thomas L. Scully
-------------------------------
Thomas L. Scully
Vice President - Controller
(Principal Accounting Officer)
5
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
Commission, 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 of Directors September 29, 2003
------------------------ and Chief Executive Officer
Dennis L. Pelino
/s/ J. Douglass Coates Director September 29, 2003
------------------------
J. Douglass Coates
/s/ Aloysius T. Lawn IV Director September 29, 2003
------------------------
Aloysius T. Lawn IV
/s/ Robert McCord Director September 29, 2003
------------------------
Robert McCord
/s/ David R. Jones Director September 29, 2003
------------------------
David R. Jones
/s/ John Springer Director September 29, 2003
------------------------
John Springer
6
EXHIBIT INDEX
-------------
5.1 Opinion of Buchanan Ingersoll PC Filed herewith
23.1 Consent of KPMG LLP Filed herewith
23.2 Consent of KPMG LLP Filed herewith
23.3 Consent of KPMG LLP Filed herewith
23.4 Consent of Ho, Sneddon, Chui Filed herewith
23.5 Consent of Ho, Sneddon, Chui Filed herewith
23.6 Consent of Buchanan Ingersoll PC Contained in opinion
filed as Exhibit 5.1
24.1 Power of Attorney (see signature page)
99.1 Stonepath Group, Inc. 2003 Employee Stock Filed herewith
Purchase Plan