Registration No. 333-_________
As filed with the Securities and Exchange Commission on December 21, 2004
UNITED STATES
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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RAMP CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1123311
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
33 Maiden Lane, New York, New York 10038
(Address of Principal Executive Offices) (Zip Code)
2005 STOCK INCENTIVE PLAN
(Full title of the plan)
Andrew Brown
Chairman, President and Chief Executive Officer
Ramp Corporation
33 Maiden Lane
New York, New York 10038
(Name and address of agent for service)
(212) 440-1500
(Telephone number, including area code, of agent for service)
with a copy to:
Martin Eric Weisberg, Esq.
Jenkens & Gilchrist Parker Chapin LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 704-6000
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
securities Amount maximum maximum
Registration to be price per offering Registration
to be registered registered(1) share (2) price fee
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Common Stock, $.001 par value per
share 5,500,000 $3.475 $19,112,500 $2,249.54
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(1) Pursuant to Rule 416(b) of the Securities Act of 1933, as amended (the
"Securities Act"), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution provisions under the
2005 Stock Incentive Plan (the "Plan"). Pursuant to Rule 416(a) of the
Securities Act this Registration Statement shall also cover any additional
shares of the Registrant's Common Stock that become issuable under the
Plan by reason of any stock divided, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
that increases the number of the Registrant's outstanding shares of Common
Stock.
(2) The price per share is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) of the Securities Act based on
the average of the high and low prices for the Common Stock as reported on
the American Stock Exchange on December 17, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to the participating directors as specified by
Rule 428(b)(1) of the Securities Act of 1933. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Sections 10(a)
of the Securities Act of 1933.
Ramp Corporation files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any document filed by the Company
at the SEC's public reference room located at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. You may obtain further information on the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
Company's SEC filings are also available to the public over the Internet at the
SEC's web site at http://www.sec.gov. You may also request copies of such
documents, upon payment of a duplicating fee, by writing to the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Ramp Corporation (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are incorporated herein by reference:
(a) the Company's Report on Form 10-K for the year ended December 31,
2003;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2003; and
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A 12B/A filed with the SEC on April
6, 2000.
All documents filed subsequent to the date of this Registration
Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment 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
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Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Restated Certificate of Incorporation (the "Certificate")
provides that the liability of a director of the Company shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law
(the "DGCL"). Under the DGCL, the directors have a fiduciary duty to the Company
which is not eliminated by this provision of the Certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the Company, for acts or omissions which are found by a court
of competent jurisdiction to be not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the Federal securities laws or state or Federal environmental laws. The
Company has obtained liability insurance for its officers and directors
Section 145 of the DGCL empowers a corporation to indemnify its
directors and officers and to purchase insurance with respect to liability
arising out of their capacity or status as directors and officers, provided that
this 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) arising under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The DGCL provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL and provides that the Company shall
fully indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal,
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administrative or investigative) by reason of the fact that such person is or
was a director or officer of the Company, or is or was serving at the request of
the Company as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding.
In addition, the Company has insurance policies with XL Specialty
Insurance Company in the aggregate amount of $12,000,000 with respect to
potential liabilities of its directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to the Company's directors, officers and controlling
persons pursuant to the provisions described above, 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 payment of expenses incurred or paid by a director,
officer or controlling person 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 for resale, 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description of Exhibit
4.1 Company's 2005 Stock Incentive Plan, incorporated by reference
to Appendix B to the Company's definitive Proxy Statement
filed with the SEC on October 18, 2004.
*5.1 Opinion of Jenkens & Gilchrist Parker Chapin LLP.
*23.1 Consent of Jenkens & Gilchrist Parker Chapin LLP (included in
exhibit 5.1 hereto).
*23.2 Consent of BDO Seidman, LLP.
*23.3 Consent of Ehrhardt Keefe Steiner & Hottman PC.
*24.1 Power of Attorney (included in signature page).
*Filed herewith
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Item 9. Undertakings.
(a) The undersigned Registrant 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 of 1933;
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b), if in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(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)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual
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report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
(c) 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 provisions described under Item 6
above, 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.
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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 the City of New York, State of New York, on the 20th day of
December, 2004.
RAMP CORPORATION
By: /s/ Andrew Brown
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Andrew Brown
Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Andrew Brown with power of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this Registration Statement (including post-effective amendments) and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-facts or their substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 20th day of December, 2004.
Signature Title Date
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/s/ Andrew Brown Chairman, Chief Executive Officer and Director December 20, 2004
----------------------------------------- (Principal Executive Officer)
Andrew Brown
/s/ Ron Munkittrick Principal Financial and Accounting Officer December 20, 2004
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Ron Munkittrick
/s/ Steven C. Berger Director December 20, 2004
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Steven C. Berger
/s/ Steve Shorr Director December 20, 2004
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Steve Shorr
/s/ Tony Soich Director December 20, 2004
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Tony Soich
/s/ Jeffrey A. Stahl Director December 20, 2004
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Jeffrey A. Stahl
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