As filed with the Securities and Exchange Commission on June 30, 2006 Registration No. 333-_______ ================================================================================ 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, MA 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. Bowditch & Dewey, LLP 311 Main Street, Worcester, MA 01608 (508) 926-3425 -------------------------- CALCULATION OF REGISTRATION FEE
========================================================================================================= Proposed Proposed Amount Maximum Maximum Amount of Title of Each Class of to Be Offering Price Aggregate Registration Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee - --------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value 10,000,000(2) $.48 $4,800,000 $513.60 =========================================================================================================
(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 June 23, 2006. (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, and 333-125194 as filed with the SEC on February 7, 2001, June 19, 2001, August 30, 2001, January 24, 2002, April 9, 2003, September 5, 2003, and May 24, 2005 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 Bowditch & Dewey, LLP 23.1** Consent of Bowditch & Dewey, 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, thereunto duly authorized, in the City of Worcester, Massachusetts, on June 30, 2006. 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 --------- ----- ---- /s/ Gregory Rotman Director, President and Chief June 30, 2006 - ----------------------- Executive Officer (Principal Gregory Rotman Executive Officer) /s/ Richard Rotman Director, Chief Financial June 30, 2006 - ----------------------- Officer, Vice President and Richard Rotman Treasurer (Principal Financial Officer) /s/ Andrew Pilaro - ----------------------- Andrew Pilaro Director June 30, 2006 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 Bowditch & Dewey, LLP 23.1** Consent of Bowditch & Dewey, 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.