SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Genesis Capital Corporation of Nevada
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(Exact name of registrant as specified in its charter)
Nevada 91-1947658
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11701 South Freeway, Burleson, Texas 76028
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(Address of principal executive offices)
Consulting Agreements between Genesis Capital Corporation of Nevada and
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Mr. Ronald W. Welborn and Mr. Henry W. Simon, Jr.
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(Full title of the plan)
LaVonne Frost
711 South Carson Street, Suite 1
Carson City, Nevada 89701
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(Name, address, including zip code, of agent for service)
Telephone number for agent for service: (702) 883-5755
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Telephone number for Issuer: (817) 293-9334
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Amounts Proposed Maximum Proposed Maximum Amount of
Registered to be Offering Price Per Aggregate Offering Registration
Registered Share(1) Price Fee
Common Stock, $.001 par value 400,000 $5.06 $2,024,000 $534.34
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(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's common
stock as of April 13, 2000, a date within five business days prior to
the date of filing this registration statement.
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Explanatory Note
This S-8 Registration Statement is being filed to register 400,000
shares of the Company's common stock to be issued to Mr. Ronald W. Welborn and
Mr. Henry W. Simon, Jr. pursuant to written compensation contracts, (the
"Consulting Agreements") dated March 24, 2000 and filed as Exhibits A and B
hereto. The Consulting Agreements indicate that both Mr. Welborn and Mr. Simon
provided bona fide services to the Company not in connection with an offer or
sale of securities in a capital-raising transaction and not in connection with
any services deemed impermissible for the issuance of stock by the Company under
an S-8 Registration Statement.
Cross-Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.
Registration Statement Item Numbers and Headings Prospectus Heading
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1. Plan Information Section 10(a) Prospectus
2. Registrant Information Section 10(a) Prospectus
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Genesis Capital Corporation of Nevada,
a Nevada corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
1. The Company's Form 10-SB, as filed with the Securities and Exchange
Commission on October 26, 1999;
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended September 30, 1999;
3. The description of the Common Stock contained in the Company's Form
10-SB Registration Statement filed on October 26, 1999, under the Securities
Act, including any amendment or report filed for the purpose of updating such
description.
Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
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Item 4. Description of Securities
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form 10-SB Registration Statement filed with the Securities and
Exchange Commission on October 26, 1999 and any amendment or report filed for
the purpose of updating such description. Said description is incorporated
herein by reference. (See "Item 3. Incorporation of Documents by Reference.")
Item 5. Interests of Named Experts and Counsel
No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby, was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to members of
the board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
The Company's Bylaws, specifically Section 6.09 of Article 6, however,
eliminate the personal liability of the officers and directors to shareholders
or the corporation for money damages to the extent permitted by Nevada Revised
Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that a corporation
may limit or eliminate officers' and directors' personal liability for breach of
fiduciary duty so long as liability is not eliminated or limited for acts or
omissions involving intentional misconduct, fraud or a knowing violation of law
or the payment of unlawful distributions.
Section 6.09 of Article 6 of the Company's Bylaws provides that the
Company shall indemnify its officers and directors for any liability, including
reasonable costs of defense, arising out of any act or omission of any officer
or director on behalf of the Corporation to the fullest extent allowed by the
laws of the State of Nevada.
In actions, proceedings and suits involving an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a corporation to indemnify directors or officers against actual and
reasonable expenses, including attorney fees, judgments, fines and amounts paid
in settlement. The Nevada Statute applies to actions, proceedings or suits
whether civil, criminal, administrative or arbitrative in nature. However,
unless a court directs otherwise, indemnification is permissible only if the
officer or director meets the applicable standard of conduct and indemnification
is proper under the circumstances. In civil cases, the standard of conduct
requires the officer or director to act in good faith and in a manner he or she
reasonably believes to be in or not opposed to the best interests of the
Company. In criminal cases, an officer or director meets the standard of conduct
if he or she had no reasonable cause to believe his or her conduct was unlawful.
The board of directors acting through a quorum of disinterested directors,
independent legal counsel designated by the board of directors, or the
shareholders shall determine whether
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indemnification is proper under the circumstances. Termination of proceedings by
judgment, order, settlement, conviction or plea of no contest or its equivalent,
does not of itself establish a presumption that the officer or director did not
meet the applicable standard of conduct.
In actions by or in the right of the Company, the Company may indemnify
an officer or director against expenses provided he or she satisfies the
applicable standard of conduct. However, the Company cannot indemnify an officer
or director adjudged liable to the corporation on any claim, issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability, and in light of all the circumstances, the officer or director is
fairly and reasonably entitled to indemnity for expenses.
In all proceedings, whether by or in the right of the Company or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or director is successful on the merits or otherwise in defense of the
proceeding or in defense of any claim, issue or matter therein. A Nevada
corporation may provide, either in its articles, bylaws or agreements, that the
corporation shall pay the expenses on behalf of a director or officer prior to
the final disposition of the action upon receipt of an undertaking by or on
behalf of the director or officer to repay those advancements if it is
ultimately determined that the officer or director is not entitled to
indemnification. The Nevada Statute does not exclude other indemnification
rights to which a director or officer may be entitled under the articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors, or otherwise; provided that those rights would not indemnify an
officer or director against a judgment or other final adjudication adverse to
the officer or director that establishes the officer's or director's acts or
omissions involved intentional misconduct, fraud or known violation of the law
and were material to the cause of action.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to NRS Section
78.751 and to Section 6.09 of Article 6 of the Company's Bylaws.
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to
this registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.
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.
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(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as 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 this
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 Act and will be governed by the final adjudication of
such issue.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
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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, at Fort Worth, Texas on April 18, 2000.
Genesis Capital Corporation of Nevada
By:/s/ Reginald L. Davis
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Reginald L. Davis
President/CEO and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below
constitutes and appoints Reginald L. Davis with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
registration statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
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 date indicated.
Signature Title Date
/s/Reginald L. Davis President/CEO and Director April 18, 2000
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Reginald L. Davis
/s/Jerry Conditt Vice President/Secretary/ April 18, 2000
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Jerry Conditt Treasurer and Director
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Genesis Capital Corporation of Nevada
(A Nevada Corporation)
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INDEX TO EXHIBITS
Exhibits SEC Ref. Sequentially
No. Description of Exhibit Numbered Pages
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A 4 Consulting Agreement with Mr. Ronald W. 9
Welborn
B 4 Consulting Agreement with Mr. Henry W. 16
Simon, Jr.
C 5, 23(b) Opinion and Consent of Counsel with
respect to the legality of the issuance
of securities being issued 24
D 23(a) Consent of Accountant 27
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