(1)
This
registration statement shall also cover any additional securities that become
issuable by reason of any stock dividend, stock split, recapitalization or
other
similar transaction.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) under the Securities Act of 1933, for the 10,000,000 shares
registered hereunder (based on the average of the bid and asked price for
the
Company’s Common Stock as quoted on the over-the-counter bulletin board on
January 9, 2007.
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be
offered or sold pursuant to the employee benefit plan described
herein.
PART
I
INFORMATION
REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN
INFORMATION
Not Applicable.
ITEM 2. REGISTRANT
INFORMATION AND EMPLOYEE PLAN INFORMATION
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION
OF DOCUMENTS BY REFERENCE
The following documents, which we previously filed with the Securities and
Exchange Commission (the “SEC”), are incorporated by reference in this
Registration Statement:
(a) Our
Form
10-SB12G, Registration of Securities for Small Business pursuant to Section
12(g) of the Securities Exchange Act of 1934, filed with the SEC on May 4,
2004,
as subsequently amended by Amended Forms 10-SB12G filed with the SEC on October
8, 2004, October 27, 2004, February 9, 2005, April 1, 2005, May 13, 2005,
and
September 12, 2005, (Commission File No. 000-50742);
(b) Our
Form
10-KSB, Annual Report for the year ended December 31, 2005, filed with the
SEC
on February 3, 2006, as subsequently amended by Amended Forms 10-KSB filed
with
the SEC on April 17, 2006, and September 29, 2006.
(c)
Our
Form
10-QSB, Quarterly Report for the quarterly period ended March 31, 2006 filed
with the SEC on June 22, 2006 as subsequently amended by Amended Form 10-QSB
filed with the SEC on September 29, 2006;
(d)
Our
Form
10-QSB, Quarterly Report for the quarterly period ended June 30, 2006, filed
with the SEC on August 21, 2006 as subsequently amended by Amended Form 10-QSB
filed with the SEC August 29, 2006;
(e)
Our
Form
10QSB, Quarterly Report for the quarterly period ended September 30, 2006,
filed
with the SEC on November 14, 2006;
(f) The
description of our common stock, no par value, contained in our Form
10-SB12G/A6, Registration of Securities for Small Business pursuant to Section
12(g) of the Securities Exchange Act of 1934, filed with the SEC on September
12, 2005;
(g)
In
addition, all documents we subsequently file pursuant to Sections 13(a),
13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to our filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining
unsold,
are incorporated by reference in this Registration Statement and are a
part
hereof fro the date of filing such documents.
Any
statement contained in a document incorporated or deemed to be incorporated
by
reference herein shall be deemed to be modified or superseded for purposes
of
this Registration Statement to the extent that a statement contained herein
or
in any such other subsequently filed document which also is or is deemed
to be
incorporated by reference herein modifies or supercedes such statement.
Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION
OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS
OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION
OF DIRECTORS AND OFFICERS
We have authority under Section 607.0850 of the Florida Business Corporation
Act
(“Florida Law”) to indemnify our directors and officers to the extent provided
in such statute. Our Articles of Incorporation, as amended, and Bylaws,
as
amended, provide for the indemnification of our officers, and directors
to the
fullest extent permitted by Florida Law either now or hereafter. The provisions
of Florida Law that authorize indemnification do not eliminate the duty
of care
of a director, and in appropriate circumstances equitable remedies such
as
injunctive or other forms of non-monetary relief will remain available
under
Florida Law. In addition, each director will continue to be subject to
liability
for: (a) violations of the criminal law, unless the director had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (b) deriving an improper personal benefit from
a
transaction; (c) voting for or assenting to an unlawful distribution; and
(d)
willful misconduct or a conscious disregard for our best interests in a
proceeding by or in the right of us to procure a judgment in our favor
or in a
proceeding by or in the right of a shareholder. Florida Law does not affect
a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws. We believe that such
indemnification provisions are necessary to attract and retain qualified
persons
as directors and executive officers.
The
Securities and Exchange Commission has taken the position that indemnification
of officers, directors or persons controlling the Company for liabilities
arising under the Securities Act of 1933, as amended, is held to be against
public policy and is therefore unenforceable. In the event that a claim
for
indemnification by such director, officer or controlling person of us 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
offered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent,
submit
to
a court of appropriate jurisdiction the question whether such indemnification
by
us is against public policy as expressed in the Securities Act of 1933, as
amended, and will be governed by the final adjudication of such
issue.
ITEM 7. EXEMPTION
FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Document
3.1
Amended
Articles of Incorporation of Sign Media Systems, Inc. Incorporated
by reference from our Form 10-SB12G filed as of May
4,
2004.
3.2
By-Laws
of Sign Media Systems, Inc. Incorporated by reference from
our
Form 10-SB12G filed as of May 4, 2004.
4
Specimen
Certificate of the Common Stock of Sign Media Systems,
Inc. Incorporated by reference from our Form 10-SB12G filed
as
of May 4, 2004.
5
Legal
opinion from Law Offices of Joseph L. Pittera.
23.1
Consent
from Bagell, Josephs, Levine & Company, L.L.C., Certified
Public Accountants.
23.2
Consent
of Joseph L. Pittera, Attorney at Law.
24
Power
of
Attorney (included in signature page of this Registration Statement).
99
2006
Consultant Stock Plan.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1)
To
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
of
1933, as amended (the “Securities Act”);
(ii) To
reflect in the prospectus any facts or events arising after the effective
date
of this 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. Notwithstanding the foregoing, any increase
or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution
not
previously disclosed in this registration statement or any material change
to
such information in this registration statement.
provided, however,
that
paragraphs (i) and (ii) above do not apply if the information required
to be
included in a post-effective amendment by those paragraphs is contained
in
reports filed with or furnished to the Securities and Exchange Commission
by the
registrant pursuant to Section 13 and Section 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) that are incorporated by reference in the
registration statement.
(2) That,
for
the purpose of determining any liability under the Securities Act, 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) The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (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.
(5) 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 registration statement to
be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of
Sarasota, State of Florida, on January 10, 2007.
SIGN
MEDIA SYSTEMS, INC.
(Registrant)
/s/
Antonio F. Uccello, III
Antonio
F. Uccello, III
Chief
Executive Officer, President, Chief Financial Officer,
Chairman
of the Board of Directors
January
10, 2007
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints ANTONIO
F.
UCCELLO, III, with full power to act without the others, as his or her
true and
lawful attorneys-in-fact and agents, with full power of substitution
and
re-substitution, for the undersigned and in his or her 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 all documents in connection therewith, with the
Securities
and Exchange Commission, granting unto said attorney-in-fact and agent
full
power and authority to do and perform each and every act and thing necessary
or
advisable to be done in connection therewith, as fully to all intents
and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or
cause to
be done by virtue hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registration statement
has been signed by the following persons in the capacities and on the
dates
indicated:
/s/
Antonio F. Uccello, III
Antonio
F. Uccello, III
Chief
Executive Officer, President, Chief
Financial
Officer, Chairman of the
Board
of
Directors
January
10, 2007
/s/
Thomas Bachman
Thomas
Bachman
Director
January
10, 2007
/s/
Stephen R. MacNamara
Stephen
R. MacNamara
Director
January
10, 2007