Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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DIVERSIFIED SECURITY SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3690168
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
280 Midland Avenue, Saddle Brook, New Jersey 07663
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(Address of Principal Executive Offices) (Zip Code)
2002 Stock Option Plan
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119/0165
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(Name and address of agent for service)
(212) 594-5300
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(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: As Soon As
Practicable After Registration Statement Becomes Effective.
Exhibit Index Begins on Page II-2
(Facing Page Continued on the Following Page)
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
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Common Shares, par 230,000 shares $7.30(2) $1,679,000 $213
value $.01 per share
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon the average of the high and low prices of the Common Shares on
the American Stock Exchange, Inc. on April 19, 2004 of $7.30 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional indeterminate number of
shares as may become issuable pursuant to anti-dilution and adjustment
provisions of any options to purchase shares registered hereby.
PART I
INFORMATION REQUIRED
IN THE SECTION 10a PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
*The documents containing the information specified in Part I of
Form S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated by reference into this Registration Statement.
(a) Registrant's Annual Report on Form 10KSB for the fiscal year ended
December 31, 2003 filed on April 1, 2004.
(b) Registrant's Current Report on Form 8K filed on March 29, 2004.
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form SB-2 filed January 12, 2000, including all
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
the "Exchange Act" prior to the filing of a post-effective amendment which
indicates that all the securities offered have been sold or which deregisters
all the securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part thereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation limits the liability of
Directors to the maximum extent permitted by Section 102(b)(7) of the Delaware
General Corporation Law. Delaware law provides that the directors of a
corporation will not be personally liable to such corporation or its
stockholders for monetary damages for breach of their fiduciary duties as
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directors, except for liability (i) for any breach of their 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 payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law;
or (iv) for any transaction from which the director derives an improper personal
benefit. The Company's By-Laws provide that the Company shall indemnify its
directors and officers under certain circumstances, including those
circumstances in which indemnification would otherwise be discretionary.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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5 Opinion of Milberg Weiss Bershad Hynes & Lerach LLP*
10 2002 Stock Option Plan -- Incorporated by reference to the Proxy
Statement on Form 14A filed on September 27, 2002
23 Consent of Demetrius & Company, LLC*
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* filed herewith
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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 of 1933, as
amended (the "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 or any material change to such information in the Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(i)(ii) do not
apply to information required to be included in a post-effective amendment by
those paragraphs which are contained in periodic reports filed by the
undersigned Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement;
(b) that, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
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(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 the Town of Saddle Brook, State of New Jersey, on this 20th
day of April, 2004.
DIVERSIFIED SECURITY SOLUTIONS, INC.
By: /s/ James E. Henry
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James E. Henry
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints James E.Henry and Irvin Witcosky and each of them, his or her 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)
and additions to this Registration Statement, and to file the same, with all
exhibits
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thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Date: April 20, 2004 /s/ James E. Henry
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James E. Henry
Chairman, Chief Executive Officer
and Director
Date: April 20, 2004 /s/ Irvin F. Witcosky
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Irvin F. Witcosky
Chief Operating Officer,
President, Secretary and Director
Date: April 20, 2004 /s/ Douglas Beck
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Douglas Beck
Chief Financial Officer
Date: April 20, 2004 /s/ Brian Reach
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Brian Reach
Director
Date: April 20, 2004 /s/ Joseph P. Ritorto
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Joseph P. Ritorto
Director
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Date: April 20, 2004 /s/ Robert S. Benou
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Robert S. Benou
Director
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