-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DbKQ+WHgigCJdUU+4m6/V69gqROaNaYBONADjCDz35FuawwmUw/6rVw7OD6BEmiD ZV5DMNBtBRLXf8XjNCLVSw== 0001074140-99-000034.txt : 19990402 0001074140-99-000034.hdr.sgml : 19990402 ACCESSION NUMBER: 0001074140-99-000034 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990331 EFFECTIVENESS DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CUSTOM COMPONENTS INC CENTRAL INDEX KEY: 0001053322 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 810478643 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-75387 FILM NUMBER: 99583456 BUSINESS ADDRESS: STREET 1: 3310 WEST MCARTHUR BLVD CITY: SANTA ANA STATE: CA ZIP: 92704 BUSINESS PHONE: 7146622080 MAIL ADDRESS: STREET 1: 3310 W MACARTHUR BLVD CITY: SANTA ANA STATE: CA ZIP: 92704 S-8 1 As filed with the Securities and Exchange Commission on March 29, 1999 Registration No. 33-____________ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ____________________ AMERICAN CUSTOM COMPONENTS, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation or Organization) 81-0478643 (I.R.S. Employer Identification No.) 3310 W. MacArthur Boulevard Santa Ana, California 92704 (Address of Principal Executive Offices, Including Zip Code) ____________________ Consulting Agreement Legal Services Agreement (Full Title of the Plan) ____________________ John Groom President 3310 W. MacArthur Boulevard Santa Ana, California 92704 (714) 662-2080 (Name, Address, and Telephone Number of Agent for Service) COPIES TO: M. Richard Cutler, Esq. Law Offices of M. Richard Cutler 610 Newport Center Drive, Suite 800 Newport Beach, California 92660 (949) 719-1977 CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered per Share Offering Price Registration Fee Common Stock, par value $0.001 368,571 $0.30(1) $110,571.30 $38.13
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing information specified in this Part I are being separately provided to each of the Registrant's eligible consultants as specified by Rule 428(b)(1). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are hereby incorporated by reference in this Registration Statement: (i) Registrant's Registration Statement on Form 10-SB, filed with the Commission on March 3, 1998, aS amended by Amendment No. 1 filed with the Commission on December 22, 1998. (ii) All other reports and documents subsequently filed by the Registrant pursuant 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. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by M. Richard Cutler, Esq., counsel to the Company. Along with the employees of the Law Offices of M. Richard Cutler, Mr. Cutler holds a total of 215,821 shares of Common Stock of the Company. Item 6. Indemnification of Directors and Officers. The Corporation Laws of the State of Nevada and the Company's Bylaws provide for indemnification of the Company's Directors for liabilities and expenses that they may incur in such capacities. In general, Directors and Officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Furthermore, the personal liability of the Directors is limited as provided in the Company's Articles of Incorporation. Item 7. Exemption from Registration Claimed. The Shares were issued for advisory and legal services rendered. These sales were made in reliance of the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 4(2) thereof covering transactions not involving any public offering or not involving any "offer" or "sale". Item 8. Exhibits 4.1 Articles of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibits 3.1 and 3.2 of the Registrant's Registration Statement on Form 10-SB (File No. O-23859), as amended (the "Form 10-SB"). 4.2 Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.3 of the Registrant's Form 10-SB. 4.3 Michelson Group Corporate Development Agreement dated July 30, 1997 (incorporated herein by reference to Exhibit 10.4 of the Registrant's Form 10-SB. 4.4 Two (2) Option Agreements to the Michelson Group dated August 22, 1997 (incorporated herein by reference to Exhibit 10.5 of the Registrant's Form 10-SB. 4.5 Letter Agreement with Michelson dated October 13, 1998 regarding the issuance of stock 4.6 Legal Retainer Agreement of the Law Offices of M. Richard Cutler. 4.7 Letter Agreement with Law Offices of M. Richard Cutler dated February 23, 1999 regarding the issuance of stock. 5.1 Opinion of M. Richard Cutler, Esq., counsel to the Registrant, regarding legality of securities being registered. 23.1 Consent of M. Richard Cutler (included in Exhibit 5.1). 23.2 Consent of Kelly & Company, Inc., Independent Public Accountants. Item 9. Undertakings. (a) 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 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. (2) 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. (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. (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 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 is 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 Santa Ana, State of California, on March 29, 1999. American Custom Components, Inc. /s/ John Groom By: John Groom Its: President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ John Groom President and Director John Groom /s/ Ed Loyd Secretary, Chief Financial Ed Loyd Officer, and Director EX-1 2 THE MICHELSON GROUP, INC. LETTERHEAD October 13, 1998 John Fritch John Groom American Custom Components 3310 West MacArthur Blvd. Santa Ana, CA 92704 Sent Via Facsimile (714) 662-2081 In reviewing our receivables I've noticed that as of today we are carrying a $63,502 balance from American Custom Components, Inc. I know you are in a cash crunch and we would like to help. As you know we have a vested equity position in the company and are in this for the duration. In order to resolve the receivables I will tend you the following offer. Today's bid price of ACCM stock is .375 cents, we would be willing to convert our debt to equity at approximately 85% of the bid price which equates to .3187 cents per share or 200,000 shares of stock. If this is acceptable to you please sign this letter and fax back to me. This offer expires on October 16, 1998. Sincerely, /s/ Bruce Berman Bruce Berman President Agreed and Accepted /s/ John Fritch 10/16/98 American Custom Components EX-2 3 Law offices of M. RICHARD CUTLER, ESQ. 610 NEWPORT CENTER DRIVE, SUITE 800 NEWPORT BEACH, CALIFORNIA 92660 (714) 719-1977 FAX: (714) 719-1988 M. Richard Cutler, Esq. Email: mrcutler@earthlink.com Brian A. Lebrecht, Esq. September 25, 1997 American Custom Components 1515 South Sunkist Street Anaheim, CA 92806 Attn: Martin Tony Walk Re: Legal Retainer Agreement Dear Tony: This letter sets forth our understanding whereby you have engaged this firm to represent you with respect to various corporate and securities matters (hereinafter referred to as the "Matters"). At your request, we may also undertake to represent you with respect to other ongoing and new matters. California law requires lawyers to have written fee contracts with their clients. This letter, when signed by you, will constitute the written fee contract required by California law. In connection therewith, our understanding and agreement is as follows: 1. We will undertake to advise you in connection with the Matters and any other matters you ask us to undertake. We will undertake to prepare such documents as may be required to effect the foregoing. 2. There can be no assurances, and we make no guarantees, representations or warranties as to the particular results from our services and the response and timeliness of action by any governmental official or department. 3. You understand that the accuracy and completeness of any document prepared by us is dependent upon your alertness to assure that it contains all material facts which might be important and that such documents must not contain any misrepresentation of a material fact nor omit information necessary to make the statements therein not misleading. To that end, you agree to review, and confirm to us in writing that you have reviewed, all materials for their accuracy and completeness prior to any use thereof. You also acknowledge that this responsibility continues in the event that the materials become deficient in this regard. 4. We will undertake this representation for our usual hourly fee, which is $100.00 per hour for paralegals, $200.00 per hour for associates and $250.00 per hour for partners. We will commence work upon the receipt of a retainer in the amount of $5,000.00. We will bill you monthly with the understanding that, except as set forth otherwise herein, unless otherwise agreed to by us, you will pay the full amount of each statement American Custom Components September 25, 1997 Page 2 within ten days after your receipt thereof. Amounts past due for 30 days or more will be charged a finance charge of 10% per annum. This acknowledges our agreement of even date herewith to credit not less than 50% of legal fees incurred towards the exercise of warrants to purchase common stock of the Company in accordance with a Warrant Agreement of even date herewith. The terms of the Warrant Agreement are incorporated herein by reference. 5. Hourly fees do not include incidental costs and expenses such as copying charges, messenger charges, SEC filing fees, blue sky filing fees, other filing fees, court costs and facsimile charges. The other costs will be billed to you or, in the case of certain expenses such as blue sky or corporate filing costs, you will be requested to provide such amounts in advance. You agree to pay all expenses advanced by the firm and to provide expenses in advance to the extent requested by the firm. 6. The firm reserves the right to immediately withdraw its representation in the event that (i) we discover any misrepresentation of information provided to us, or (ii) you and any of your affiliates engages in any conduct or activities contrary to our advice which in our opinion would constitute a violation of applicable law. In the event legal action is required to collect any amounts due hereunder, you agree to pay legal fees and expenses required to collect such amounts. 7. We will consult with you on all major decisions and will attempt to keep you fully informed of the status of the preparation of documents and responses to filings, if any, as well as our recommended strategies. You should feel free to call at any time if you have any questions or wish to discuss any aspect of this matter. 8. You are advised that the firm maintains errors and omissions insurance applicable to the foregoing representation. 9. This Agreement shall be governed by the laws of the State of California and venue for any action hereunder shall be in Orange County, California. If this letter correctly sets forth your understanding and agreement with respect to the matters mentioned above, please execute and return one copy of this letter together with an initial $5,000.00 retainer check. Very truly yours, /s/ M. Richard Cutler M. Richard Cutler, Esq. The undersigned hereby confirms and agrees that this letter, executed and effective this _____ day of September, 1997, sets forth my understanding and agreement with the Law Offices of M. Richard Cutler. American Custom Components, Inc. /s/ Martin Tony Walk By: Martin Tony Walk, Chief Executive Officer EX-3 4 Law offices of M. RICHARD CUTLER, ESQ. 610 NEWPORT CENTER DRIVE, SUITE 800 NEWPORT BEACH, CALIFORNIA 92660 (949) 719-1977 M. Richard Cutler, Esq. FAX: (949) 719-1988 Brian A. Lebrecht, Esq. www.cutlerlaw.com Vi Bui, Esq. February 23, 1999 Via Facsimile (714) 662-2081 John Groom President American Custom Components, Inc. 3310 W. MacArthur Blvd. Santa Ana, CA 92704 RE: OUTSTANDING ACCOUNT Dear John: This letter will confirm our agreement to credit your outstanding balance with our firm in the amount of $41,831.42 in exchange for the issuance of 150,000 shares of common stock of ACC, said shares to be registered on Form S-8, and thus become free trading, as soon as possible. If you have any further questions, please do not hesitate to contact me. Sincerely, /s/ Brian A. Lebrecht Brian A. Lebrecht, Esq. EX-4 5 Law offices of M. RICHARD CUTLER, ESQ. 610 NEWPORT CENTER DRIVE, SUITE 800 NEWPORT BEACH, CALIFORNIA 92660 (949) 719-1977 M. Richard Cutler, Esq. FAX: (949) 719-1988 Brian A. Lebrecht, Esq. www.cutlerlaw.com Vi Bui, Esq. March 25, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 RE: AMERICAN CUSTOM COMPONENTS, INC. Ladies and Gentlemen: This office represents American Custom Components, Inc., a Nevada corporation (the "Registrant") in connection with the Registrant's Registration Statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which relates to the sale of (i) 200,000 shares of the Registrant's Common Stock issued to Michelson Group, Inc. for performance of certain corporate advisory and consulting services (the "Advisor's Shares") and (ii) 168,571 shares of the Registrant's Common Stock issued to MRC Legal Services Corporation and M. Richard Cutler for performance of certain legal services (the "Counsel's Shares". The Advisor's Shares and the Counsel's Shares together shall be referred to as the "Registered Securities"). In connection with our representation, we have examined such documents and undertaken such further inquiry as we consider necessary for rendering the opinion hereinafter set forth. Based upon the foregoing, it is our opinion that the Registered Securities, when sold as set forth in the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the inclusion of this opinion in the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement and with such state regulatory agencies in such states as may require such filing in connection with the registration of the Registered Securities for offer and sale in such states. Law Offices of M. Richard Cutler /s/ M. Richard Cutler By: M. Richard Cutler, Esq. EX-5 6 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We consent to the incorporation by reference in the Registration Statement (Form S-8 File No. O-23859) pertaining to the Consulting Agreement - Legal Services Agreement Plan of American Custom Components, Inc. of our report dated July 6, 1998, with respect to the consolidated financial statements of American Custom Components, Inc. included in its Annual Report (Form 10-SB) for the year ended March 31, 1998, filed with the Securities and Exchange Commission. /s/ Kelly & Company Kelly & Company Newport Beach, California March 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----