U.S. 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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SECURED DIVERSIFIED INVESTMENT, LTD.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 80-0068489
(State or Other Jurisdiction of (I.R.S. Employer No.)
Incorporation or Organization)
5030 Campus, Suite
Newport Beach, CA 92660
(Address of Principal Executive Offices, Including Zip Code)
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2003 Employee Stock Incentive Plan
2003 Non-Employee Director and Consultant Stock Incentive
Consultant Agreement with Mark Taggatz
(Full Title of the Plan)
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Resident Agents of Nevada, Inc.
711 S. Carson Street, Suite 4
Carson City, NV 89701
(775) 882-4641
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(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE (1) AGGREGATE OFFERING PRICE REGISTRATION FEE
Common Stock (2) 200,000 $0.09 $ 18,000 $ 1.46
Common Stock (3) 10,000,000 $0.09 $ 900,000 $ 72.81
Common Stock (4) 5,000,000 $0.09 $ 450,000 $ 36.40
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Total 15,200,000 $1,368,000 $110.67
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis
of the average high and low prices for the registrant's common stock as
quoted on the over-the-counter bulletin board on December 3, 2003.
(2) Represents shares of Common Stock issued to Mark Taggatz pursuant to a
consulting agreement.
(3) Represents shares of Common Stock available for issuance pursuant to
awards granted or to be granted pursuant to the 2003 Employee Stock
Incentive Plan.
(4) Represents shares of Common Stock available for issuance pursuant to
awards granted or to be granted pursuant to the 2003 Non-Employee
Director and Consultant Stock Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement under the rules of the
Securities Act and the note to Part I of the Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supercede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 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.
a. Our Transition Annual Report on Form 10-KT for the
transition period ended December 31, 2002, filed on
April 15, 2003.
b. Our Annual Report on Form 10-KSB for the fiscal year
ended October 31, 2002, filed on February 13, 2003.
c. Our Current Report on Form 8-K filed on May 14, 2003.
d. Our Quarterly Reports on Form 10-QSB for the fiscal
quarter ended March 31, 2003, filed on June 23, 2003,
for the quarter ended June 30, 2003, filed on
September 12, 2003 and for the quarter ended
September 30, 2003 filed on November 20, 2003.
e. All other reports filed by us pursuant to Section
13(a) or 15(d) of the Securities Exchange Act since
the end of the fiscal year covered by the annual
report referred to in (a) above.
f. A description of our common stock contained in our
Form 10SB filed May 18, 2000, including any amendment
or report filed for the purpose of updating this
description.
Certain reports filed in calendar year 2002 and before were filed under
our previous name "Book Corporation of America, Inc."
You may request a copy of these filings at no cost by writing or
telephoning us at the following address: Secured Diversified Investment, Ltd.,
5030 Campus Drive, Suite 100, Newport Beach, California 92660.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Nevada law, a corporation may indemnify its officers, directors,
employees and agents under certain circumstances, including indemnification of
such person against liability under the Securities Act of 1933. A true and
correct copy of Section 78.7502 of Nevada Revised Statutes that addresses
indemnification of officers, directors, employees and agents is attached hereto
as Exhibit 99.
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In addition, Section 78.138 of the Nevada Revised Statutes and the
Company's Articles of Incorporation and Bylaws provide that a director or
officer of this corporation shall not be personally liable to the corporation or
its stockholders for monetary damages due to any act or failure to act in his
capacity as an officer or director unless it is proven that: (a) his act or
failure to act constituted a breach of fiduciary duty as a director or officer
or (b) his breach of those duties involved intentional misconduct, fraud or a
knowing violation of law.
The effect of these provisions may be to eliminate the rights of
secured Diversified Investment, Ltd. and its stockholders (through stockholders'
derivative suit on behalf of Secured Diversified Investment, Ltd.) to recover
monetary damages against a director or officer for certain actions or failures
to act except in the situations described in clauses (a) - (b) of the preceding
paragraph.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
- ----------- -----------
Exhibit 4.1 2003 Employee Stock Incentive Plan
Exhibit 4.2 2003 Non-Employee Director and Consultant Stock Incentive Plan
Exhibit 4.3 Investor & Public Relations Consulting Agreement with Wall
Street Marketing Group/Mark Taggatz.
Exhibit 5.1 Opinion of Christopher A. Wilson, Esq.
Exhibit 23.1 Consent of Christopher A. Wilson, Esq. [Incorporated in
opinion in Exhibit 5.1].
Exhibit 23.2 Consent of Bierwolf, Nilson & Associates.
Exhibit 99 Section 78.7502 of Nevada Revised Statutes.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are 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.
(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 a Form S-3, Form S-8, or
Form F-3, and the information required [or] 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 section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for purposes 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.
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(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 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Issuer
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing of this 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 Newport Beach, State of California, on December 5,
2003.
SECURED DIVERSIFIED INVESTMENT, LTD.
/s/ CLIFFORD L. STRAND
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Chief Executive Officer, President and Chairman
of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement was signed by the following persons in the capacities and on the dates
stated:
NAME TITLE DATE
/S/CLIFFORD L. STRAND Chief Executive Officer, President and December 5, 2003
- --------------------------------------- Chairman of the Board
Clifford L. Strand
/S/ MUNIT JOHAL Chief Financial Officer December 5, 2003
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Munjit Johal
/S/WILLIAM S. BIDDLE Executive Vice President and Director December 5, 2003
- ---------------------------------------
William S. Biddle
Director December _, 2003
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Sumyie Onodera-Leonard
/S/WAYNE SUTTERFIELD Director December 5, 2003
- ---------------------------------------
Wayne Sutterfield
/S/JAY KISTER Director December 5, 2003
- ---------------------------------------
Jay Kister
/S/PAMELA PADGETT Director December 5, 2003
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Pamela Padgett
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