-----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, Fy+9Aqpi+B4G/X/6ez0vLj8pbIOW76KJKK63gj7jgzIoUmfAtayO4rbVD257Pqgc fU28iolNawUuc6ORcR23xQ== 0001144204-03-000853.txt : 20030304 0001144204-03-000853.hdr.sgml : 20030304 20030304145205 ACCESSION NUMBER: 0001144204-03-000853 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030304 EFFECTIVENESS DATE: 20030304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCM CAPITAL INC CENTRAL INDEX KEY: 0000215913 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 132879202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-103584 FILM NUMBER: 03591244 BUSINESS ADDRESS: STREET 1: 76 BEAVER ST STREET 2: SUITE 500 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2123442828 MAIL ADDRESS: STREET 1: 76 BEAVER ST STREET 2: SUITE 500 CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN CONSOLIDATED MINING CO INC DATE OF NAME CHANGE: 19920703 S-8 1 doc1.txt As filed with the Securities and Exchange Commission on March 4, 2003, Registration No. ________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WCM CAPITAL, INC. _______________________________ (Exact name of registrant as specified in charter) Delaware 13-2878202 ______________________________________________ ___________________ (State or other jurisdiction of incorporation) (IRS Employer I.D. Number) P.O. Box 343 Millburn, NJ 07041 _____________________________________________________ (Address of principle executive offices) (Zip Code) SERVICES AGREEMENT (Full Title of Plan(s)) Robert Waligunda President WCM Capital, Inc. P.O. Box 343 Millburn, NJ 07041 (973)467-9330 ______________________________________________________ (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of Securities Maximum Amount to be Offering Aggregate Amount of To be Registered: Registered (1): Price Per Share (2): Offering Price Registration Fee: - --------------------- ----------------------- --------------------------- ------------------- ------------------- Common Stock, Par Value, $.01 per share 12,700,000 $0.01 $127,000.00 $10.28 - --------------------- ----------------------- --------------------------- ------------------- -------------------
CALCULATION OF REGISTRATION FEE - NOTES THERETO (1) There are registered hereby 12,700,000 shares of Common Stock of WCM Capital, Inc. (the "Company" or the "Registrant") which were issued pursuant to Services Agreements between the Company and each of Ann Marie Curd, Joseph Laura, Girolamo D'Albis, Janet Pennisi, Robert Levin, Richard Brannon, Paul Goodman, William Petty and Thomas Wagner (2) Estimated solely for purpose of determining the registration fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per share is based upon the average of the high and low prices of the common stock on March 3, 2003, as reported by the National Quotation Bureau. Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information concerning the agreements between the Company and each of Ann Marie Curd, Joseph Laura, Girolamo D'Albis, Janet Pennisi, Robert Levin, Richard Brannon, William Martucci, Paul Goodman, William Petty and Thomas Wagner to be contained in the Section 10(a) Prospectus are omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents, which are filed or are in the process of being filed with the Securities Exchange Commission, are hereby incorporated by reference in this Registration Statement. (a) The Company's Quarterly Report on Form 10-QSB for the periods ending March 31, 2002 June 30, 2002 and September 30, 2002; (b) The Company's Annual Report on Form 10-KSB for the year ended December 31, 2001; (c) All other Quarterly and Annual Reports filed by the Company pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934 prior to the end of the fiscal year covered by the Annual Report referred to in (b) above, to be amended by the Company; and (d) The description of the Registrant's Common Stock contained in the Registrant's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 4, 1995 (Incorporated by reference in the Registrant's Annual Report on Form 10-KSB for year ended December 31, 1995) (e) All other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of common-stock offered have been sold or which deregisters all of such shares 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 of 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 modifies or supersedes 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. The validity of the shares of Common Stock to be issued pursuant to this Registration Statement will be passed upon by Paul Goodman, Esq. who is legal counsel for the Registrant and the owner of 200,000 shares to be registered hereunder. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Section 145 of the General Corporation Law of the State of Delaware provides for broad indemnification of officers and directors and allows the Company to advance funds to such indemnified party to defend such action prior to the adjudication thereof. The Certificate of Incorporation of the company does not grant any indemnification rights other than those specifically set forth in Section 145, nor does the Company maintain any director and officer liability insurance at this time. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. None ITEM 8. EXHIBITS. The exhibit index is contained on page 7 of this Registration Statement. ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (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: (i) To include any prospectus required by Section 10(a)(3) of the Act, as amended; (ii) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) 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)(l)(i) and (a)(l)(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. (2) That, for the purpose of determining any liability under the 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Act, 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 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 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions discussed in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the 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 Act and will be governed by the final adjudication of such issue. Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, the State of New York, on this 27th day of February, 2003. WCM CAPITAL, INC. By: /s/ Robert Waligunda _______________________________ Robert Waligunda, President, and Treasurer Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Robert Waligunda, President, with full power to act as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him in his name, place and stead, and in any and all capacities (until revoked in writing) to sign any and all capacities (including post-effective amendments and amendments thereto) this Registration Statement on Form S-8 of WCM Capital, Inc. and to file same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact 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 for all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Robert Waligunda - -------------------- Robert Waligunda President and Treasurer February 27, 2003 and Director /s/ Richard Brannon - ------------------- Richard Brannon Vice President and February 27, 2003 Secretary /s/ William C. Martucci - ----------------------- William C. Martucci Director February 27, 2003 /s/ William Wishinsky - --------------------- William Wishinsky Director February 27, 2003 /s/ Casey Myhre - --------------- Casey Myhre Director February 27, 2003 /s/Vincent DeMartino - -------------------- Vincent DeMartino Director February 27, 2003 INDEX TO EXHIBITS NO DESCRIPTION - -- ----------- 5. Opinions and Consent of Counsel 23. Consent of IWA Financial Consultants, LLC, Certified Public Accountants 24. Power of Attorney (set forth on signature page hereto) EX-5 3 doc2.txt EXHIBIT 5 Opinion of Counsel PAUL GOODMAN ATTORNEY-AT-LAW 370 LEXINGTON AVENUE, 19TB FLOOR NEW YORK, NEW YORK 10017 (212) 370-1300 You have requested our opinion with respect to the securities to be included in the registration statement on Form S-8 (the "Registration Statement") of WCM Capital, Inc. (the "Company"), which will be filed with the Securities and Exchange Commission (the "SEC") on or about March 4, 2003. In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Service Agreement between the Company and Richard Brannon, the Service Agreement between the Company and Joseph Laura, the Service Agreement between the Company and Ann Marie Curd, the Service Agreement between the Company and Girolamo D'Albis, the Service Agreement between the Company and Janet Pennisi, the Service Agreement between the Company and Robert Levin, the Service Agreement between the Company and Thomas Wagner, the Service Agreement between the Company and William Petty and the Service Agreement between the Company and Paul Goodman (collectively referred to as the "Service Agreements"), and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers or representatives of Company as we have deemed relevant or necessary as a basis for the opinions set forth. We have also made such inquiries of such officers and representatives as we have deemed relevant or necessary for a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents submitted to us as certified or photostatic copies and the authenticity of such latter documents. We have further assumed that each of the parties to the Service Agreements had full power and authority to enter into each agreement, that the consideration received by the Company in accordance with the Service Agreements is legally sufficient for the issuance of the shares therefore, and that the pertinent provision of such federal and state securities laws as may be applicable have been complied with by the Company. Based upon and relying solely on the foregoing, and subject to the qualifications state herein, we are of the opinion that when issued against consideration therefore and after the Registration Statement shall become effective under the Securities Act of 1933, as amended (the "Act"), the shares of Common Stock issuable in connection with the Service Agreements will be validly issued, fully paid and non-assessable securities of the Company. The opinions herein are limited to the laws of the General Corporation Law of the State of Delaware and the federal laws of the United States, and we express no opinion as to the effect of the laws of any other jurisdiction on matters addressed in this opinion. This opinion is expressly limited to the matters herein set forth and we express no opinion as to any matter other than as specifically set forth herein. We consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8 to be filed with the Commission on or about March 4, 2003. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder. This opinion is rendered solely for your benefit in connection with the issuance of the Common Stock pursuant to the Service Agreements. This opinion may not be used or relied upon by any other person and may not be disclosed, quoted, filed with a governmental agency or otherwise referred to without our prior written consent, except as noted above. Very truly yours /s/ Paul Goodman Paul Goodman EX-23 4 doc3.txt Exhibit 23. Consent of Independent Auditors IWA FINANCIAL CONSULTING LLC 293 EISENHOWER PARKWAY SUITE 140 LIVINGSTON, NJ 07039 (973) 535-0600 Consent of Independent Auditors February 27, 2003 To the Board of Directors WCM Capital, Inc. Dear Sir or Madam: We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports on the financial statements of WCM Capital, Inc. as stated in Part II, Item 3 of Form S-8: a) Our reports as may be amended on the financial statements included in the Company Quarterly Report on Form 10QSB for the periods ended March 31, 2002 and June 30, 2002. b) Our report on the financial statement as may be amended, included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001. Cordially, IWA Financial Consultants, LLC By: /s/ Ira G.T. Weismann -----END PRIVACY-ENHANCED MESSAGE-----