As filed with the Securities and Exchange Commission on ___________, 2005
Registration No. ________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MONEY CENTERS OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
23-2929364
(I.R.S. Employer Identification Number)
700 South Henderson Road, Suite 325
King of Prussia, Pennsylvania 19406
(Address of principal executive offices)
MONEY CENTERS OF AMERICA, INC.
AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN
(Full title of the Plan)
---------------------------
Christopher M. Wolfington
Chief Executive Officer
Money Centers of America, Inc.
700 South Henderson Road, Suite 325
King of Prussia, Pennsylvania 19406
(Name and address of agent for service)
(610) 354-8888
(Telephone number, including area code, of agent for service)
Copies to:
Lawrence D. Rovin, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 S. Broad Street
Philadelphia, Pennsylvania 19102-3163
(215) 568-6060
CALCULATION OF REGISTRATION FEE
=========================== ================= ====================== ========================= ======================
Proposed maximum
Title of securities to be Amount to be offering price per Proposed maximum Amount of
registered registered share(2) aggregate offering price registration fee
--------------------------- ----------------- ---------------------- ------------------------- ----------------------
Common Stock 10,000,000
shares (1) $.35 (2) $3,500,000 (2) $374.50 (3)
--------------------------- ----------------- ---------------------- ------------------------- ----------------------
(1) Represents shares of common stock which may be granted, or issuable
upon exercise of options granted, under the Money Centers of America,
Inc. Amended and Restated 2003 Stock Incentive Plan.
(2) Based upon the average of the high and low bid and asked prices of the
registrant's common stock as reported by the NASDAQ OTC Bulletin Board
on December 5, 2005, as estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c) under
the Securities Act.
(3) Calculated by multiplying the estimated aggregate offering price of
securities to be registered by .00010700.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Money Centers of America, Inc. Amended and Restated 2003 Stock Incentive Plan as
specified by Rule 428(b)(1) under the Securities Act, as amended. Such documents
are not required to be, and are not being, filed by Money Centers of America,
Inc. with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act, as amended. Such documents, together with the
documents incorporated by reference herein pursuant to Item 3 of Part II of this
Registration Statement on Form S-8, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Money Centers of America with the
Securities and Exchange Commission pursuant to the Exchange Act, are
incorporated by reference into this Registration Statement:
1. Money Centers of America's Annual Report on Form 10-KSB
(including all amendments thereto) for the year ended December
31, 2004;
2. Money Centers of America's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2005;
3. Money Centers of America's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2005;
4. Money Centers of America's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 2005;
5. Money Centers of America's Current Report on Form 8-K filed on
June 20, 2005;
6. Money Centers of America's Current Report on Form 8-K filed on
July 28, 2005;
7. Money Centers of America's Current Report on Form 8-K filed on
October 4, 2005;
8. Money Centers of America's Current Report on Form 8-K/A filed on
October 5, 2005;
9. Money Centers of America's Current Report on Form 8-K filed on
October 13, 2005;
10. Money Centers of America's Current Report on Form 8-K filed on
October 14, 2005; and
11. Money Centers of America's Current Report on Form 8-K filed on
November 10, 2005.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Registration Statement and prior
to the completion or termination of this offering shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a
document, all or a portion of which is 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.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Money Centers of America is incorporated in Delaware. Under Section 145
of the General Corporation law of the State of Delaware, a Delaware corporation
has the power to indemnify its directors, officers, employees and agents from
expenses (including attorney's fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred inc connection with a threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, in which such person is involved by reason of
the fact such person were or are directors, officers, employees or agents of
Money Centers of America, provided that such person acted in good faith and in a
manner that such person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, such person had no
reasonable cause to believe his or her conduct was unlawful. Such person may not
be indemnified if the person has been adjudged liable to the corporation in the
performance of such person's duties to the corporation, unless the Court of
Chancery or the court in which such action or suit was brought determines that,
in view of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity. To the extent that such person has been successful on the
merits or otherwise in defense of any proceeding, the General Corporate Law of
the State of Delaware provides that such person shall be indemnified against
expenses (including attorney's fee) reasonably and actually incurred. Each of
Breler & Reiner's Certificate of Incorporation and the By-Laws provide for
indemnification of directors and officers to the fullest extent permitted by the
General Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages or breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of dividends or stock
redemption, or (iv) for any transaction from which the director derived an
improper personal benefit. Money Centers of America's Certificate of
Incorporation contains such a provision.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Money Centers of America, Inc. Amended and Restated 2003 Stock
Incentive Plan
5.1 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers, LLP as to
the legality of the securities being registered hereby
23.1 Consent of Sherb & Co.
23.3 Consent of Klehr, Harrison, Harvey, Branzburg & Ellers LLP
(contained in Exhibit 5.1)
25 Powers of Attorney (contained on signature page)
Item 9. Undertakings.
(a) Money Centers of America 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 this 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 this
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 those paragraphs is
contained in periodic reports filed with or furnished to
the Commission by Money Centers of America pursuant to
Section 13 or 15(d) of the Exchange Act 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 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Money Centers of America's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Money Centers
of America pursuant to its Certificate of Incorporation, its bylaws, or
otherwise, Money Centers of America 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
payment by Money Centers of America of expenses incurred or paid by a director,
officer or controlling person of Money Centers of America 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, Money
Centers of America 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 Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rockville, State of Maryland, on this 22 day of
December, 2005.
MONEY CENTERS OF AMERICA, INC.
By: /s/ Christopher M. Wolfington
-------------------------------------
Christopher M. Wolfington
Chief Executive Officer and President
By: /s/ Jason P. Walsh
-------------------------------------
Jason P. Walsh
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby appoints Christopher M. Wolfington and Jason P. Walsh, and
each of them, as attorneys-in-fact, with full power of substitution in each, for
him or her in any and all capacities to sign any amendments of this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and their substitutes, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact, or their substitutes,
may 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 on
December 22, 2005.
Signature Title
--------- -----
/s/ Christopher M. Wolfington Chief Executive Officer and President,
----------------------------- Director
Christopher M. Wolfington
/s/ Jason P. Walsh Chief Financial Officer (Principal
----------------------------- Financial & Accounting Officer)
Jason P. Walsh
/s/ Jeremy Stein Director
-----------------------------
Jeremy Stein
/s/ Director
-----------------------------
Barry R. Bekkedam
/s/ Wayne DiMarco Director
-----------------------------
Wayne DiMarco
/s/ Jonathan Robinson Director
-----------------------------
Jonathan Robinson
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Money Centers of America Amended and Restated 2003 Stock Incentive
Plan
5.1 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP as to
the legality of the securities being registered hereby
23.1 Consent of Sherb & Co.