SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ULTRADATA SYSTEMS, INCORPORATED
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(Exact name of Registrant as specified in Charter)
Delaware 43-1401158
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(State of Incorporation) (I.R.S. Employer I.D. Number)
1240 Dielmann Industrial Court, St. Louis MO 63132
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(Address of Principal Executive Offices)
2004 STOCK GRANT PLAN
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(Full Title of Plan)
MONTE ROSS
Ultradata Systems, Incorporated
1240 Dielmann Industrial Court
St. Louis, MO 63132
(314) 997-2250
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(Name, Address and Telephone Number of Agent for Service)
Copy to:
ROBERT BRANTL, ESQ.
322 Fourth Street
Brooklyn, NY 11215
(718) 768-6045
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) per Share (2) Offering Price (2) Fee
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Common Stock, 223,000 shares $.90 $200,700 $25.43
$.01 par value
(1) This Registration Statement also covers an indeterminable number of
additional shares that may be issued as a result of an adjustment in
the shares in the event of a stock split, stock dividend or similar
capital adjustment, as required by the Plan.
(2) The price stated is estimated solely for purposes of calculation of
the registration fee and is the product resulting from multiplying
223,000 shares by $.90, the closing price of shares of the Common
Stock on the OTC Bulletin Board on September 14, 2004.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Ultradata Systems, Incorporated is incorporating by reference the
following documents previously filed with the Securities and Exchange
Commission:
(a) Ultradata's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003;
(b) Ultradata's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2004;
(c) Ultradata's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2004;
(d) the description of Ultradata's Common Stock contained in its
Registration Statement on Form 8-A.
Ultradata is also incorporating by reference all documents hereafter
filed by Ultradata pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Robert Brantl, Esq., counsel to Ultradata, has opined upon the
validity of the shares registered pursuant to this Registration Statement.
Mr. Brantl owns 22,200 shares of the common stock of Ultradata.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit or proceeding, if such party acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful as determined in accordance with the statute, and except that with
respect to any action which results in a judgment against the person and in
favor of the corporation the corporation may not indemnify unless a court
determines that the person is fairly and reasonably entitled to the
indemnification. Section 145 further provides that indemnification shall be
provided if the party in question is successful on the merits.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 2004 Stock Grant Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Webb & Company, P.A..
23.2 Consent of Weinberg & Company, P.A.
23.3 Consent of Robert Brantl, Esq. is contained in his opinion, filed
as Exhibit 5.
Item 9. Undertakings.
Ultradata hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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;
(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;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 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 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Ultradata pursuant to the provisions of the Delaware General
Corporation Law or otherwise, Ultradata 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 Ultradata of expenses incurred or paid by a director,
officer or controlling person of Ultradata 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,
Ultradata 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,
Ultradata Systems, Incorporated 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 St. Louis and the State
of Missouri on the 15th day of September, 2004.
ULTRADATA SYSTEMS, INCORPORATED
By: /s/Monte Ross
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Monte Ross
Chief Executive Officer
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 September 15, 2004.
Name Title
/s/ Monte Ross Chief Executive Officer, Director
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Monte Ross
/s/ Ernest Clarke President (Chief Financial and
----------------------- Accounting Officer), Director
Ernest Clarke
/s/ Mark L Peterson Director
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Mark L.Peterson
/s/ Donald Rattner
----------------------- Director
Donald Rattner
----------------------- Director
H. Krollfeifer, Jr.
----------------------- Director
Matthew Klapman