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Florida
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33-0961488
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|
(State
or Other Jurisdiction of Incorporation
or Organization)
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(I.R.S.
Employer Identification No.)
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Title
of Securities
to
be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price per Share(1)
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Proposed
Maximum
Aggregate
Offering Price
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Amount
of
Registration
Fee
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|||||||||
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Common
Stock, par
value $0.001(2)
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2,500,000
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$
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0.13
|
$
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325,000
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$
|
34.78
|
||||||
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Total
Registration Fee
|
2,500,000
|
$
|
0.13
|
$
|
325,000
|
$
|
34.78
|
||||||
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(1)
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Estimated
solely for the purpose of computing the amount of the registration
fee
pursuant to Rule 457(c) based on the average of the closing bid and
ask
prices for our common stock as reported by the NASDAQ Over-The-Counter
Bulletin Board on November 28,
2005.
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|
(2)
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The
securities to be registered represent shares of Common Stock reserved
for
issuance under the Speedemissions, Inc. 2005 Stock Grant and Option
Plan
(the “Plan”). Pursuant to Rule 416, shares of Common Stock of the Company
issuable pursuant to the exercise of awards granted or to be granted
under
the Plan in order to prevent dilution resulting from any future stock
split, stock dividend, or similar transaction, are also being registered
hereunder.
|
| Item 1. |
Plan
Information.*
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| Item 2. |
Registrant
Information and Employee Plan Annual
Information.*
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|
*
|
Information
required by Part I to be contained in the Section 10(a) Prospectus
is
omitted from the Registration Statement in accordance with Rule 428
under
the Securities Act of 1933, as amended (the “Securities Act”), and the
Note to Part I of Form S-8.
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| Item 3. |
Incorporation
of Documents by Reference.
|
| (i) |
The
Registrant’s Form 10-KSB dated April 14, 2005, filed with the Commission
on April 15, 2005.
|
| (ii) |
The
Registrant’s Quarterly Report dated May 11, 2005 on Form 10-QSB filed with
the Commission on May 13, 2005.
|
| (iii) |
The
Registrant’s Quarterly Report dated August 11, 2005 on Form 10-QSB filed
with the Commission on August 15,
2005.
|
| (iv) |
The
Registrant’s Quarterly Report dated November 10, 2005 on Form 10-QSB filed
with the Commission on November 14,
2005.
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| (v) |
All
other reports and documents previously and subsequently filed
by the
Registrant before and after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange
Act of 1934 and prior to the filing of a post-effective amendment
which
indicates that all securities offered hereby have been sold or
which
deregisters all securities then remaining unsold, shall be deemed
to be
incorporated by reference and to be a part hereof from the date
of the
filing of such
documents.
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| Item 4. |
Description
of Securities.
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| Item 5. |
Interests
of Named Experts and
Counsel.
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| Item 6. |
Indemnification
of Directors and Officers.
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| Item 7. |
Exemption
from Registration Claimed.
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| Item 8. |
Exhibits
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|
3.1(a)(1)
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Articles
of Incorporation of the Registrant
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3.1(b)(2)
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Articles
of Amendment to the Articles of Incorporation of the
Registrant
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3.2(1)
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Bylaws
of the Registrant
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4.1
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Speedemissions,
Inc. 2005 Omnibus Stock Grant and Option Plan
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4.2
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Form
of Incentive Stock Option Agreement relating to options granted under
the
Plan
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4.3
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Form
of Non Statutory Stock Option Agreement relating to options granted
under
the Plan
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4.4
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Form
of Common Stock Purchase Agreement relating to restricted stock granted
under the Plan
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5.1
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Opinion
of The Lebrecht Group, APLC.
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23.1
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Consent
of The Lebrecht Group, APLC (included in Exhibit 5.1).
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23.2
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Consent
of Bennett Thrasher PC
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23.3
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Consent
of Tauber & Balser, P.C.
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| (1) |
Incorporated
by reference to the Registrant’s Pre-Effective Registration Statement on
Form SB-2 dated and filed with the Commission on August 30,
2001.
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| (2) |
Incorporated
by reference to the Registrant’s Current Report on Form 8-K dated August
29, 2003 and filed with the Commission on September 2,
2003.
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| Item 9. |
Undertakings.
|
| (a) |
The
undersigned Registrant hereby undertakes:
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|
(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
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|
(i)
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To
include any prospectus required by section 10(a) (3) of the Securities
Act
of 1933;
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|
(ii)
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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; and
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(iii)
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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 Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment
by those
paragraphs is contained in periodic reports filed with or furnished
to the
Commission 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.
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|
(2)
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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.
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(3)
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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)
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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.
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(c)
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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 Securities Act and will be governed
by
the final adjudication of such
issue.
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| SPEEDEMISSIONS, INC. | ||
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| By: | /s/ Richard A. Parlontieri | |
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| Richard A. Parlontieri, President and Chief Executive Officer | ||
| By: | /s/ Larry C. Cobb | |
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| Larry C. Cobb, Chief Financial Officer and Chief Accounting Officer | ||
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/s/
Richard A. Parlontieri
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Dated:
December 2, 2005
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By: Richard
A. Parlontieri, Director, President, Chief Executive Officer, and
Secretary
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/s/
Bahram Yusefzadeh
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Dated:
December 2, 2005
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By: Bahram
Yusefzadeh, Director
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/s/
Bradley A. Thompson
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Dated:
December 2, 2005
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By: Bradley
A. Thompson, Director
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/s/
Erik Sander
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Dated:
December 2, 2005
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By: Erik
Sander, Director
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/s/
Ernest A. Childs
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Dated:
December 2, 2005
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By: Ernest
A. Childs, PhD., Director
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