U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
AMERICAN COMMERCE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 3559 05-0460102
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1400 Chamber Drive, Bartow, Florida 33830; (863) 533-0326
(Address and telephone number of Registrant's principal executive offices and
principal place of business)
AMENDED EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
AMENDED NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR
2004
(Full title of the Plans)
Daniel L. Hefner, 1400 Chamber Drive, Bartow, Florida 33830
(Name and address of agent for service)
(863) 533-0326
(Telephone number, including area code, of agent for service)
EXPLANATORY NOTE
AMENDMENT NO. 1
TO
AMERICAN COMMERCE SOLUTIONS, INC.
EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN
FOR THE YEAR 2004
On August 10, 2004, we filed with the Securities and Exchange Commission
(SEC) a Registration Statement No. 333-118094 on Form S-8, pertaining to our
Employee Stock Incentive Plan for the Year 2004 and our Non-Employee Directors
and Consultants Retainer Stock Plan for the Year 2004. This Post-Effective
Amendment No. 1 to our Form S-8 No. 333-118094 is being filed pursuant to
Instruction E to Form S-8 to:
- Report that the Compensation Committee of the Company's Board, acting in
its discretion, and pursuant to Paragraph 11 of the Non-Employee Directors
and Consultants Retainer Stock Plan for the Year 2004, has increased the
number of shares available for issuance under the Non-Employee Directors
and Consultants Retainer Stock Plan for the Year 2004 by 7,000,000 shares,
while correspondingly decreasing the number of shares available for
issuance under the Employee Stock Incentive Plan for the Year 2004 by
7,000,000 shares. The number of shares available for issuance under the
Company's Amended Employee Stock Incentive Plan for the Year 2004 is
13,000,000, and the number of shares available for issuance under the
Company's Amended Non-Employee Directors and Consultants Retainer Stock
Plan for the Year 2004 is 27,000,000.
Except as described above, and the current date of December 30, 2004, no
other changes have been made to our Form S-8 Registration Statement No.
333-118094. For Items not modified herein, reference should be made to our
Registration Statement No. 333-118094 on Form S-8 as filed with the SEC on
August 10, 2004. The filing of this Post-Effective Amendment No. 1 is not an
admission that our Registration Statement No. 333-118094 on Form S-8, when
filed, knowingly included any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements made therein not
misleading.
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 Post-Effective
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bartow, Florida on
December 30, 2004.
AMERICAN COMMERCE SOLUTIONS, INC.
By /s/Daniel L. Hefner
-------------------
Daniel L. Hefner, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Daniel L. Hefner President, Chief Executive Officer December 30, 2004
--------------------- and Director
Daniel L. Hefner
/s/ Robert E. Maxwell Chairman of the Board of Directors December 30, 2004
----------------------
Robert E. Maxwell
/s/ Frank D. Puissegur Chief Financial Officer and Director December 30, 2004
-----------------------
Frank D. Puissegur
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
5 Opinion Re: Legality
23.1 Consent of Counsel