As filed with the Securities and Exchange Commission on December 2, 2008
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PAID, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 73-1479833
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4 Brussels Street, Worcester, Massachusetts 01610 (508-791-6710)
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
SALES ONLINE DIRECT, INC. 2001 NON-QUALIFIED STOCK OPTION PLAN
(Full title of Plan)
Gregory Rotman
President
Paid, Inc.
4 Brussels Street, Worcester, MA 01610
(508) 791-6710
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
with a copy to:
Michael A. Refolo, Esq.
Mirick, O'Connell, DeMallie & Lougee, LLP
100 Front Street, Worcester, MA 01608
(508) 929-1622
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer", "accelerated filer", and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated Filer |X|
Non-accelerated filer |_| Smaller reporting company |_|
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share price registration fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 10,000,000(2) $.19 $1,900,000 $74.67
======================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933, on the basis of the average of the
high and low reported price of the Common Stock as reported on the National
Association of Securities Dealers OTC Bulletin Board on December 1, 2008, as
rounded to the next highest cent.
(2) This Registration Statement covers 10,000,000 additional shares of common
stock of Paid, Inc. that are being registered pursuant to the Sales Online
Direct, Inc. 2001 Non-Qualified Stock Option Plan, as amended (the "Amended
Plan"). These shares reflect an increase of 10,000,000 shares authorized under
the Amended Plan. This Registration Statement also relates to such presently
indeterminable number of additional shares of Common Stock are also registered
hereunder as may be issued in the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other similar
change in Common Stock.
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering 10,000,000 additional shares of common
stock, par value $0.001 per share ("Common Stock"), of Paid, Inc., a Delaware
corporation (the "Registrant"), reserved for issuance upon the exercise of stock
options or the issuance of restricted stock awards that may be granted under the
Sales Online Direct, Inc. 2001 Non-Qualified Stock Option Plan. The contents of
the Registrant's previously filed Form S-8 Registration Statement No. 333-55180,
333-63268, 333-68718, 333-81290, 333-104402, 333-108529, 333-125194, 333-135553
and 333-149067 as filed with the SEC on February 7, 2001, June 19, 2001, August
30, 2001, January 24, 2002, April 9, 2003, September 5, 2003, May 24, 2005, June
30, 2006 and February 5, 2008 respectively, are hereby incorporated by reference
in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Number Description
4.1* Specimen Common Stock Certificate (Filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form SB-2
(Reg. No. 333-48542))
5** Legal Opinion of Mirick, O'Connell, DeMallie & Lougee, LLP
23.1** Consent of Mirick, O'Connell, DeMallie & Lougee, LLP
(contained in its opinion filed as Exhibit 5).
23.2** Consent of Carlin, Charron & Rosen, LLP
24** Power of Attorney
99.1** Sales Online Direct, Inc. 2001 Non-Qualified Stock Option Plan, as
amended
----------
* Incorporated by reference. In accordance with Rule 411 promulgated
pursuant to the Securities Act, reference is made to the documents
noted which have been previously filed with the Commission, and are
incorporated by reference herein.
** Filed herewith.
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 Form S-8
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of Worcester, Massachusetts, on December 1, 2008.
PAID, INC.
By:/s/ Gregory Rotman
-------------------------
Gregory Rotman, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gregory Rotman and Richard Rotman, and each of
them (with full power to each of them to act alone), his 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 or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
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 Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Director, President December 1, 2008
/s/ Gregory Rotman and Chief Executive
______________________ Officer (Principal
Executive Officer)
/s/ Richard Rotman
______________________ Director, Chief Financial December 1, 2008
Officer, Vice President
and Treasurer (Principal
Financial Officer)
/s/ Andrew Pilaro
______________________ Director December 1, 2008
EXHIBIT INDEX
Exhibit
Number
4.1* Specimen Common Stock Certificate (Filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form SB-2
(Reg. No. 333-48542))
5** Legal Opinion of Mirick, O'Connell, DeMallie & Lougee, LLP
23.1** Consent of Mirick, O'Connell, DeMallie & Lougee, LLP
(contained in its opinion filed as Exhibit 5)
23.2** Consent of Carlin, Charron & Rosen, LLP
24** Power of Attorney
99.1** Sales OnLine Direct, Inc. 2001 Non-Qualified Stock Option Plan, as
amended
------------
* Incorporated by reference. In accordance with Rule 411 promulgated
pursuant to the Securities Act, reference is made to the documents
noted which have been previously filed with the Commission, and are
incorporated by reference herein.
** Filed herewith.