As filed with the Securities and Exchange Commission on September 29, 2005.
Registration No. 333-______
____________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________________
ACE MARKETING & PROMOTIONS, INC.
--------------------------------
(Exact Name of Issuer as specified in its Charter)
New York 11-3427886
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(State of other Jurisdiction (I.R.S. Employer
Incorporation or Organization) Identification No.)
457 Rockaway Avenue, Valley Stream, NY 11581
(Address of Principal Executive Offices) (Zip Code)
_______________________________________________
2005 Employee Benefit and Consulting Services Compensation Plan
(Full title of the Plans)
______________________________________________
DEAN L. JULIA, Chief Executive Officer
457 Rockaway Avenue, Valley Stream, NY 11581
(516) 256-7766
(516) 256-7805/fax
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
______________________________________________
Copies of all communications to:
Steven Morse, Esq.
Morse & Morse PLLC
1400 Old Country Road, Suite 302
Westbury, New York 11590
Pursuant to Rule 429, this Registration Statement constitutes a Post-Effective
Amendment to the Registrant's Form S-8 Registration Statement, File No.
333-124185 which relates to 2,000,000 shares underlying the Registrant's 2005
Employee Benefit and Consulting Services Compensation Plan.
CALCULATION OF REGISTRATION FEE
=========================== ======================= ================= =================== ===================
Title of Each Class of Proposed Proposed Maximum
Securities to be Maximum Aggregate Amount of
Registered Amount to be Offering Price Offering Registration Fee
(1) Registered Per Share (3) Price (3) (3)
--------------------------- ----------------------- ----------------- ------------------- -------------------
Common Stock, 2,000,000 (1)(2) $1.00 $ 2,000,000 $ 235.40
Par Value $.001 Per Share
--------------------------- ----------------------- ----------------- ------------------- -------------------
Total $ 2,000,000 $ 235.40
--------------------------- ----------------------- ----------------- ------------------- -------------------
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(1) Includes the 2005 Employment Benefit and Consulting Services
Compensation Plan (the "Plan") which currently authorizes the
direct issuance of shares of Common Stock, $.0001 par value,
and the granting of shares or Stock Options to purchase an
aggregate of 4,000,000 shares of Common Stock. In April 2005,
a Form S-8 Registration Statement, File No. 333-124185 was
filed with the Securities and Exchange Commission registering
2,000,000 shares underlying the 2005 Plan. Subsequently, the
Board of Directors and Stockholders of the Registrant approved
a 2,000,000 share increase in the 2005 Plan. This Registration
Statement, which acts as a Post-Effective Amendment to File
No. 333-124185, registers the additional 2,000,000 shares
under the 2005 Plan for exercise and the resale of such shares
by non-affiliated persons to the public as Selling Security
Holders.
(2) Pursuant to Rule 416 promulgated under the Securities Act of
1933, an additional undeterminable number of shares of Common
Stock is being registered to cover any adjustments in the
number of shares of Common Stock pursuant to the anti-dilution
provisions of the Plan.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) promulgated under
the Securities Act of 1933 based on no less than the average
of the closing sales price of the Company's Common Stock on
the OTC Electronic Bulletin Board on September 22, 2005.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated hereby by reference and made a part hereof is the
Registrant's Registration Statement on Form 10-SB as amended (File no.
000-51160) (including, without limitation, the description of securities
contained in Item 8 of Part I of the Form 10-SB/A) and filed under the
Securities Exchange Act of 1934 (the "Exchange Act") and which became effective
on April 11, 2005, registering the Registrant's Common Stock under Section 12(g)
of the Exchange Act, and all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act 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 Registration Statement and to
be a part hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the securities being registered by this Registration
Statement is being passed upon by Morse & Morse PLLC, 1400 Old Country Road,
Westbury, NY 11590, counsel to the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The New York Business Corporation Law contains provisions permitting
and, in some situations, requiring New York corporations to provide
indemnification to their officers and directors for losses and litigation
expense incurred in connection with their service to the corporation. Our
articles and bylaws contain provisions requiring our indemnification of our
directors and officers and other persons acting in their corporate capacities.
In addition, we may enter into agreements with our directors providing
contractually for indemnification consistent with the articles and bylaws.
Currently, we have no such agreements. The New York Business Corporation Law
also authorizes us to purchase insurance for our directors and officers insuring
them against risks as to which we may be unable lawfully to indemnify them. We
intend to obtain limited insurance coverage for our officers and directors as
well as insurance coverage to reimburse us for potential costs of our corporate
indemnification of officers and directors.
As far as exculpation or indemnification for liabilities arising under
the Securities Act of 1933 may be permitted for directors and officers and
controlling persons, we have been advised that in the opinion of the Securities
and Exchange Commission such exculpation or indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
Item 8. EXHIBITS
The following is a complete list of exhibits filed as a part of, or
incorporated by reference in, this Registration Statement.
Exhibit
Number Description
------ -----------------
4.1 Form of Common Stock Certificate (1)
5.1 Opinion of Morse & Morse, PLLC (3)
23.1 Consent of Holtz Rubenstein Reminick LLP (3)
23.2 Consent of Morse & Morse PLLC (included in Exhibit 5.1)
99.1 2005 Employee Benefit and Consulting Services Compensation
Plan (1)
99.2 Amendment to 2005 Employee Benefit and Consulting Services
Compensation Plan (2)
________
(1) Incorporated by reference to the exhibits contained in Form S-8
Registration Statement, file No. 333-124185.
(2) Incorporated by reference to the Registrant's Exhibit 99.4 to its Form
10-QSB/A filed on August 15, 2005.
(3) Filed herewith.
Item 9. UNDERTAKINGS
A. To Update Annually
The undersigned registrant hereby undertakes that it will (other than
as provided in the proviso to item 512(a) of Regulation S-K) (1) 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, (ii) 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, and (iii) include any additional or changed material
information on the plan of distribution; (2) for the purpose of determining any
liability under the Securities Act, treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof; and (3) file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
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B. Incorporation of Subsequent Securities Exchange Act of 1934
Documents by Reference
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 Exchange
Act) 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. Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all 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, thereunto
duly authorized, in the City of Valley Stream, State of New York on the 28th day
of September, 2005.
ACE MARKETING & PROMOTIONS, INC.
By: /s/ Dean L. Julia
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Dean L. Julia, Chief Executive Officer
Dated: Valley Stream, New York
September 28, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signatures Title Date
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/s/ Dean Julia Chief Executive Officer, Secretary, September 28, 2005
Dean L. Julia Treasurer, Director
/s/ Sean McDonnell Chief Financial Officer September 28, 2005
Sean McDonnell
/s/ Michael D. Trepeta President and Director September 28, 2005
Michael D. Trepeta
/s/ Scott Novack Director September 28, 2005
Scott Novack
Dean L. Julia, Michael D. Trepeta and Scott Novack represent all the current
members of the Board of Directors.