0001091818-01-500266.txt : 20011026
0001091818-01-500266.hdr.sgml : 20011026
ACCESSION NUMBER: 0001091818-01-500266
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20011019
EFFECTIVENESS DATE: 20011019
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: COMPOSITE INDUSTRIES OF AMERICA INC
CENTRAL INDEX KEY: 0000894501
STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531]
IRS NUMBER: 870434297
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-71846
FILM NUMBER: 1761867
BUSINESS ADDRESS:
STREET 1: 4505 W HACIENDA AVE
STREET 2: UNIT I 1
CITY: LAS VEGAS
STATE: NV
ZIP: 89118
BUSINESS PHONE: 7025794888
MAIL ADDRESS:
STREET 1: 3098 S HIGHLAND DR STE 460
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84106
FORMER COMPANY:
FORMER CONFORMED NAME: AFFORDABLE HOMES OF AMERICA INC
DATE OF NAME CHANGE: 19990518
FORMER COMPANY:
FORMER CONFORMED NAME: WORLD HOMES INC
DATE OF NAME CHANGE: 20001109
S-8
1
ciai-s8_101801.txt
REGISTRATION STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPOSITE INDUSTRIES OF AMERICA, INC.
(Exact name or Registrant as specified in its charter)
Nevada 87-0434297
(State or other jurisdiction of (I.R.S. Employer Identification
number) incorporation or organization)
4505 W. Hacienda Ave. Unit I-1
Las Vegas, Nevada 89118 702-579-4888
(Name, address, including zip code, and telephone numbers,
including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
each class Amount offering aggregate Amount of
of securities to be price per offering registration
to be registered registered(1) share price fee
Common Stock, $.001 par 395,000 $0.57 $225,150 $56.29
value per share
______________________________________________________________________________
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act, solely for purposes of determining the registration fee based on the
average of the bid and asked prices of the Registrant's Shares reported on the
OTC Bulletin Board on October 17, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
1. The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2001.
2. All other reports filed by the Company pursuant to Section 13(a) and 15(d)
of the 1934 Act since June 30, 2001.
All other documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 , 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 herein and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the
purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superceded, 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
Nevada law permits a company to indemnify its directors and
officers, except for any act of dishonesty. COMPOSITE INDUSTRIES OF AMERICA,
Inc. ("CIAI") has provided in its By-Laws that the directors and officers of
CIAI will be indemnified and secured harmless to the full extent permitted by
law out of the assets of CIAI from and against all actions, costs, charges,
losses, damages and expenses incurred by reason of any act done, concurred in
or omitted in or about the execution of their duties or supposed duties, other
than in the case of any fraud or dishonesty. In addition, CIAI has provided
in its By-Laws that each shareholder of CIAI agrees to waive any claim or
right to action, individually or in the right of CIAI against any director or
officer or CIAI on account of any action taken by such director or officer.
Nevada Law also permits CIAI to purchase insurance for the
benefit of its directors and officers against any liability incurred by them
for the failure to exercise the requisite care, diligence and skill in the
exercise of their power and the discharge of their duties, or indemnifying
them in respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
Exhibit Description
No.
5.1 Opinion of James E. Pratt, Esq.
23.1 Consent of James E. Pratt, Esq.
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers of 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 purposes 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 and
(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.
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 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.
Insofar as the 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 Commission such indemnification is
against public policy as expressed in the Securities 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 a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the Registrant will, unless in the opinion of its
counsel the question has already been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of 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 requirement of the Securities Act of 1933, the
Registrant, Composite Industries of America, Inc., a corporation organized and
existing under the laws of the State of Nevada, 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 Las
Vegas, State of Nevada, on this 15th day of October, 2001.
COMPOSITE INDUSTRIES OF AMERICA, INC.
By: /s/ Merle Ferguson
Chairman of the Board
President & CEO
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Merle Ferguson jointly and severally, his or
her attorney-in-fact and agent, each with the power of substitution and
resubstitution, for him or her and in his or her name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement
together with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting to each attorney-in-fact and
agent, 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 as he
or she might or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his or her substitute or substitutes, may 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 by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE
/s/ Merle Ferguson Chairman of the Board, President & CEO
/s/ Susan Donohue Secretary
EXHIBITS
5.1 Opinion of James E. Pratt, Esq.
23.1 Consent of James E. Pratt, Esq.
24.1 Powers of Attorney
EX-5.1
3
ex5-1.txt
OPINION OF ATTORNEY
(LETTERHEAD)
JAMES E. PRATT,
ATTORNEY AT LAW
195 Kildare Rd.
Garden City, New York, 11530
(516)741-2978 Phone (516) 873-1140 Facsimile
October 18, 2001
Composite Industries of America, Inc.
4505 W. Hacienda Ave.
Unit I -1
Las Vegas, Nevada 89118
RE: REGISTRATION STATEMENT ON FORM S-8
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of the a total of 395,000 shares of your Common Stock (the "shares"). As
your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with the sale and issuance of the shares.
It is our opinion that upon completion of the proceedings being taken in order
to permit such transactions to be carried out in accordance with the
securities laws of the various states, where required, the shares when issued
and sold in the manner described in the Plan and the Registration Statement
will be legally and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement.
Very truly yours,
/s/ James E. Pratt
James E. Pratt, Esq.
EX-23.1
4
ex23-1.txt
CONSENT OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Merle Ferguson jointly and severally, his or
her attorney-in-fact and agent, each with the power of substitution and
resubstitution, for him or her and in his or her name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement
together with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting to each attorney-in-fact and
agent, 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 as he
or she might or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his or her substitute or substitutes, may 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 by the following persons in the capacities and on
the dates indicated.
EX-24.1
5
ex24-1.txt
POWERS OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Merle Ferguson jointly and severally, his or
her attorney-in-fact and agent, each with the power of substitution and
resubstitution, for him or her and in his or her name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement
together with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting to each attorney-in-fact and
agent, 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 as he
or she might or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his or her substitute or substitutes, may 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 by the following persons in the capacities and on
the dates indicated.