As filed with the Securities and Exchange Commission on March 23, 2000
Registration No. 33_
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S_8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CAPITAL RESERVE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Colorado 84-088594
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
335 25th Street, S.E.
Calgary, Alberta Canada T2A 7H8
(Address of Principal Executive Offices) (Zip Code)
YEAR 2000 EMPLOYEES STOCK OPTION
AND STOCK AWARD PLAN
(Full Title of the Plan)
Mr. W. Scott Lawler
Director and President
Capital Reserve Corporation
335 25TH Street, S.E.
Calgary, Alberta Canada T2A JH8
(Name and Address of Agent for Service)
(888) 378-6633
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
=============================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share (1) Price (1) Fee (1)
Common Stock
no par value 500,000 $1.00 $500,000 $132.00
Total 500,000 $132.00
=============================================================
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share and the proposed maximum offering price have been calculated on the
basis of the exercise prices of options previously granted with respect to
500,000 shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act"), and the Note to Part I of
Form S_8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Capital Reserve Corporation (the
"Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
1. The audited consolidated financial statements of the Registrant and
its Subsidiaries contained in the Annual Report on Form 10-KSB for the period
ending December 31, 1998, filed on April 16, 1999, by the Registrant under
Rule 424(b) (File No. 0-17232).
2. The Registrant's Quarterly Reports on Form 10_QSB for the
Quarterly Periods ended March 31, 1999, June 30, 1999 and September 30,
1999 (File No. 0-17232).
3. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-18 (File No. 33-21118-D)
including any subsequent amendment or report filed for the purpose of
updating that description.
In addition, 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 (the
"Exchange Act"), prior to the filing of a post_effective amendment indicating
that all of the securities offered hereunder have been sold or de-registering
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement 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
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The consolidated financial statements of the Registrant as of December 31,
1998, have been incorporated by reference in this Registration Statement in
reliance upon the report of Miller & McCollom, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. To the extent that Miller &
McCollom audits and reports on financial statements of the Registrant issued at
future dates, and consents to the use of their report thereon, such financial
statements also will be incorporated by reference in the registration statement
in reliance upon their report and said authority.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Sections 7-109-102 and 7-109-107 of the Colorado General Corporate Law
provides that a corporation may indemnify directors and officers, as well as
employees, fiduciaries and agents, against reasonable expenses actually
incurred by any such person in connection with any proceeding in which such
person is made a party by reason of such person being or having been a
director, officer, employee or agent of the Registrant. The Colorado General
Corporate Law provides that Section 7-109-107 is not exclusive of other rights
to which those seeking indemnification may be entitled under any bylaw,
general or specific action of the board of directors or shareholders or by
contract. Article X of the Registrant's Articles of Incorporation and Article V
of the Registrant's Bylaws provide for indemnification by the Registrant of its
directors, officers, employees, fiduciaries and agents to the fullest extent
permitted by the Colorado General Corporate Law.
The Registrant has not, as of this time, obtained any directors' and/or
officers' insurance providing for indemnification of the Registrant's directors,
officers and/or employees for certain liabilities, but it expects to do so in
the future.
The Registrant has not entered into any indemnification agreements with any
of its current or past directors or officers providing for indemnification under
certain circumstances for acts and omissions which may not be covered by any
directors' and officers' liability insurance.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
Exhibit
Number Description
5.1 Opinion of Lawler & Associates
23.1 Consent of Lawler & Associates (included in Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Miller & McCollom
24 Powers of Attorney (included on page 6).
99.1 Year 2000 Employees Stock Option and Stock Award Plan
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;
(ii) to reflect in the prospectus any facts or event arising out of
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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 Exchange Act that are incorporated by reference in the Registration
Statement; and
(iv) That, for the purpose 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.
(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 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 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 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 Calgary, Alberta Canada, on the 8th of March, 2000.
CAPITAL RESERVE CORPORATION
(Registrant)
By: W. Scott Lawler
Title: President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below each severally constitutes and appoints W. Scott
Lawler, Esq., as true and lawful attorney_in_fact and agent, with full powers of
substitution and re-substitution, for them in their name, place and stead, in
any and all capacities, to sign any and 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 attorney-in-fact and
agent, 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 they might or could do in
person, hereby ratifying and confirming all which said attorney_in_fact and
agent, or his substitute or substitutes, 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 by the following persons in the capacities and on
the dates indicated, who constitute the entire board of directors.
Signature Capacity Date
/s/W. Scott Lawler Director and President March 21, 2000
(Principal Executive Officer)
/s/Sharon Patmore Director, Secretary and March 21, 2000
Treasurer (Principal Financial
and Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Lawler & Associates
23.1 Consent of Lawler & Associates (included in Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Miller & McCollom
24 Powers of Attorney (included on page 6 of this Registration
Statement).
99.1 Year 2000 Employees Stock Option and Stock Award Plan
EXHIBIT 5.1
March 15, 2000
Capital Reserve Corporation
335 25TH Street, S.E.
Calgary, Alberta Canada T2A 7H8
Re: Registration Statement on Form S_8 Capital Reserve
Corporation Capital Reserve Year 2000 Employees Stock
Option And Stock Award Plan
Ladies and Gentlemen:
At your request, I am rendering this opinion in connection with the proposed
issuance, pursuant to the Capital Reserve Corporation Year 2000 Employees
Stock Option And Stock Award Plan (the "Plan"), of up to 500,000 shares (the
"Shares") of common stock, no par value ("Common Stock"), of Capital Reserve
Corporation, a Colorado corporation (the "Company").
I have examined instruments, documents and records which we deemed relevant and
necessary for the basis of the opinion hereinafter expressed. In such
examination, I have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, I am of the opinion that the Shares issuable by the
Company pursuant to the Plan, when issued in accordance with the provisions of
the Plan and the stock option agreements entered into thereunder and in the
manner referred to in the prospectus associated with the Registration Statement
on Form S_8, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S_8. In giving such consent, I do not consider that I am an
"expert" within the meaning of such term as used in the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration Statement.
I express no opinion as to matters of law in jurisdictions other than the
federal securities laws of the United States and the corporate law of the State
of Colorado, and the opinions herein as to such law are based solely on our
review of standard compilations of the official statutes of the State of
Colorado.
This opinion is rendered solely for your use as an exhibit to the Registration
Statement on Form S_8 and may not be relied upon for any other purpose. I
disclaim any obligation to update this opinion letter for events occurring or
coming to our attention after the date hereof.
Very truly yours,
/s/ W. Scott Lawler, Esq.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S_8 of Capital Reserve Corporation of our
report dated March 31, 1999 relating to the consolidated financial
statements of Capital Reserve Corporation and Subsidiaries as of December
31, 1998.
/s/
Miller & McCollom
Denver, Colorado
March , 2000
EXHIBIT 99.1
CAPITAL RESERVE CORPORATION
YEAR 2000 EMPLOYEES STOCK OPTION
AND STOCK AWARD PLAN