-----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, SjG5FPK5ivz9Uqj1BTpAPkzzz0CQ8ikjimCTFZZsKKjIPHvq77ehlDrbhxhLIvQO lERtfH2McDuHgSB6GSgh5g== 0000950144-98-007691.txt : 19980625 0000950144-98-007691.hdr.sgml : 19980625 ACCESSION NUMBER: 0000950144-98-007691 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980624 EFFECTIVENESS DATE: 19980624 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCAP INC CENTRAL INDEX KEY: 0000835909 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 760252296 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57555 FILM NUMBER: 98653024 BUSINESS ADDRESS: STREET 1: 551 NW 77TH ST STREET 2: CTE 109 CITY: BOCA RATON STATE: FL ZIP: 33487-2722 BUSINESS PHONE: 4079982722 MAIL ADDRESS: STREET 1: 551 NW 77TH STREET SUITE 109 CITY: BOCA RATON STATE: FL ZIP: 33487-1330 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL CAPITAL RESOURCES INC DATE OF NAME CHANGE: 19920703 S-8 1 CONCAP, INC. FORM S-8 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CONCAP, INC. -------------------------------------------------- (Exact name of issuer as specified in its charter) TEXAS 76-0252296 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 586 East Woolbright Road, Suite 466 Boynton Beach, Florida 33435 ---------------------------------------- (Address of principal executive offices) CONSULTANT'S STOCK AGREEMENTS ----------------------------- (Full title of the Plan) Carl H. Canter The Canter Corporation 586 East Woolbright Road, Suite 466 Boynton Beach, Florida 33435 (561) 265-3221 --------------------------------------------------------- (Name, address and telephone number of agent for service) Approximate date of commencement of sales pursuant to the Plan: As soon as possible after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED SECURITIES AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED PER SHARE(a) OFFERING PRICE FEE - ---------- ------------- ---------------- -------------- ------------ Common Stock 2,621,000 shs. $ .05 $131,050 $ 100
(a) Estimated solely for the purpose of calculating the registration fee. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in the registration statement: (a) The registrant's latest annual report on Form 10-K, or, if the financial statements therein are more current, the registrant's latest prospectus, other than the prospectus of which this document is a part, filed pursuant to Rule 424(b) or (c) of the Securities Exchange Commission under the Securities Act of 1933. (b) All other reports filed by the registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or the prospectus referred to in (a) above. All documents subsequently filed by the registrant 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 the 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 the 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 or in any other subsequently filed document which also is or is deemed to be incorporated by reference 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. COMMON STOCK. Holders of shares of Common Stock are entitled to one vote per share on all matters to be voted on by shareholders, including the election of directors. The holders of Common Stock are entitled, upon liquidation or dissolution of the Company, to receive pro rata all assets remaining available for distribution to shareholders. The Common Stock has no pre-emptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares. All the outstanding shares of Common Stock, including the shares of Common Stock to be outstanding in this Offering, are validly issued, fully paid (in cash or services) and non-assessable. The holders of Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors, in its discretion, from funds legally available 2 3 therefor. The Company currently intends to retain all earnings for use in its business. Accordingly, it is anticipated that no dividends will be paid in the foreseeable future. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Reference is hereby made to the provisions of the Texas Business Corporation Law which provides for indemnification of directors and officers under certain circumstances. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. The exhibits to the registration statement are listed in the Exhibit Index elsewhere herein. 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: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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; (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. (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 4 (3) To remove 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the pros-pectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons or the registrant pursuant to the provisions described in Item 6, 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 proceedings) 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. 4 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that is 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 Boca Raton, Florida on June 19, 1998. CONCAP, INC. By: /s/ CARL H. CANTER ------------------ Carl H. Canter President Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - --------- ----- ---- /s/ CARL H. CANTER President and Director June 19, 1998 - ------------------ Carl H. Canter 5 6 EXHIBIT INDEX NO. DESCRIPTION PAGE - --- ----------- ---- 5 Opinion of Joel Bernstein 23.1 Consent of Accountant 24.2 Consent of Joel Bernstein (contained in Exhibit 5) SEC/FormS-8.997 6 EX-5 2 OPINION OF JOEL BERNSTEIN 1 EXHIBIT 5 LAW OFFICES JOEL BERNSTEIN AREA CODE 305 P. O. BOX 330072 TELEPHONE: 751-3008 MIAMI, FLORIDA 33233 FACSIMILE: 751-4928 June 19, 1998 Concap, Inc. 586 E. Woolbright Rod, Suite 466 Boynton Beach, FL 33435 Gentlemen: I have acted as special counsel to Concap, Inc., a Texas corporation (the "Corporation"), in connection with the offering of 2,621,000 shares of Common Stock pursuant to consultants stock plan. The shares are being registered pursuant to Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Registration Statement"). I have acted as special counsel to the Corporation in connection with the preparation of the above-referenced Registration Statement. Please be advised that I am of the opinion that the Corporation's Common Stock has been duly authorized by the Corporation, and when sold, will be validly issued by the Corporation and fully paid and non-assessable. I consent to the use of my name in the Registration Statement in the section of the Prospectus entitled "Legal Matters" and the filing of this letter as an exhibit to the Registration Statement. Yours very truly, /s/ JOEL BERNSTEIN ------------------ JB:jk Joel Bernstein EX-23.1 3 CONSENT OF RACHLIN, COHEN & HOLTZ 1 Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 31, 1998 (which report contains an explanatory paragraph referring to an uncertainty as to the Company's ability to continue as a going concern) relating to the financial statements of ConCap, Inc. which was filed with its Form 10-K for the fiscal year ended May 31, 1998. RACHLIN COHEN & HOLTZ Fort Lauderdale, Florida June 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----