AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON August 17, 1998
File No. 33-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VALUE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2388734
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2307 Douglas Rd, Suite 400, Miami, Florida 33145
(Address of principal executive offices) (Zip Code)
Consulting Agreements dated June 15, 1996 and July 25, 1998
(Full title of the plan)
ALISON COHEN
2307 Douglas Rd, Suite 400, Miami, Florida 33145
(Name and address of agent for service)
(305) 868-3946
(Telephone number, including area code, of agent for service)
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Title of Securities Amount to Proposed maximum Proposed maximum
to be registered be offering price aggregate offering
registered per share price
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Common Stock
$.0001 Par Value 24,000,000 $ 0.01(1) $240,000
shares
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(1) Estimated solely for the purpose of calculating the
registration fee, based upon the average bid and asked price of the
Common Stock on August 11, 1998.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
24,000,000 Shares
VALUE HOLDINGS, INC.
Common Stock
This Prospectus relates to 24,000,000 shares of common
stock, $.0001 par value (the "Common Stock"), of Value Holdings,
Inc., a Florida corporation (the "Company"), issuable pursuant to
Consulting Agreements described herein.
The delivery of this Prospectus at any time does not imply
that the information contained herein is correct as of any time
subsequent to the date hereof. No person has been authorized to
give any information or to make any representation other than as
contained herein in connection with the offer contained in this
Prospectus, and, if given or made, such information or
representation must not be relied upon.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is August 11, 1998.
DESCRIPTION OF CONSULTING AGREEMENT
The Company has entered into three separate Consulting
Agreements (the "Agreements") one of which is dated June 15, 1996,
and the others are dated July 25, 1998, pursuant to which the
Company has agreed to issue an aggregate of 24,000,000 shares (the
"Shares") of the Company's Common Stock in payment for consulting
services to the Company concerning management, marketing, strategic
planning, corporate organization and structure, financial matters,
expansion of services, acquisitions and business opportunities in
connection with the Company's business. The three consultants are
Gemini Integrated Financial Services Corp., which will receive
16,000,000 of the Shares for its services, Sidney Lebow, who will
receive 4,000,000 of the Shares for his services, and Thomas
Corrigan, who will receive 4,000,000 shares for his services. The
three Agreements are independent and the consultants will perform
their services separately.
REGISTRATION OF THE SHARES
Pursuant to each of the Agreements, the Company has agreed
to register the Shares on a Registration Statement on Form S-8
under the Securities Act of 1933, as amended, in connection with
their original issuance to the consultants. This Prospectus
relates to a Registration Statement on Form S-8 which was filed
with the Securities and Exchange Commission on the date hereof
and which became effective as of such filing.
RESALE OF THE SHARES
The Agreements do not impose any restrictions on the resale
of the Shares. However, if a recipient of Shares is or becomes an
"affiliate" of the Company, as such term is defined in Rule 144
promulgated under the Securities Act, at any such time, such person
will be subject to the limitations on the amount of securities
which may be sold imposed under Rule 144(e)(1). Rule 144(e)(1)
generally provides that the number of shares of Common Stock which
may be sold in any three month period may not exceed the greater of
(i) 1% of the outstanding Common Stock as shown by the most recent
published report of the Company or (ii) the average weekly reported
volume of trading in the Common Stock, as reported through NASDAQ,
for the four weeks preceding the filing of a notice of proposed
sale of the Common Stock, if required under Rule 144(b) under the
Securities Act, or preceding the date of receipt of the order to
execute the transaction by the broker or the date of execution
directly with a market maker.
Additional information regarding the Agreements not set
forth in this Prospectus may be obtained from the Company at 2307
Douglas Rd, Suite 400, Miami, FL 33145.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
At the time of issuance of the Shares, each of the
consultants recognized ordinary income for federal income tax
purposes in an amount equal to the then fair market value of the
Shares received by such consultant.
Each consultant will recognize gain or loss on the
subsequent sale of the Shares in an amount equal to the difference
between the amount realized and the tax basis of such Shares, which
will equal the amount included in the consultant's income by reason
of the issuance of the Shares. Provided such Shares are held as a
capital asset, such gain or loss will be long-term or short-term
capital gain or loss depending upon whether the Shares have been
held for more than one year.
The Agreement is not subject to any of the provisions of
the Employee Retirement Income Security Act of 1974, and is not
qualified under Section 401(a) of the Code.
This discussion is only a summary of certain significant
federal income tax consequences and each consultant should consult
an independent tax adviser as to all of the federal and state
income tax consequences relating to the receipt or sale of the
Shares.
CERTAIN INFORMATION
The documents incorporated by reference in Item 3 of Part
II of the Form S-8, and any other documents required to be
delivered pursuant to Rule 428(b), promulgated under the Securities
Act, are available from the Company, without charge, upon written
or oral request. Requests for documents should be directed to the
President of the Company. The documents incorporated by reference
in Item 3 of Part II of the Form S-8 are also incorporated in this
Prospectus by reference thereto.
VALUE HOLDINGS, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
There are hereby incorporated by reference in this
Registration Statement the following documents and information
heretofore filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), with the Securities and Exchange
Commission (the "Commission") by Value Holdings, Inc. (the
"Company" or the "Registrant"):
(a) The Registrant's Transition Report on Form 10-KSB for
the fiscal period ended October 31, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarters ended January 31, and 1998, April 30, 1998; and
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act by the Registrant with the Commission
since October 31, 1997.
All documents filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters 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.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 180,000,000 shares of
Common Stock, par value $.0001 per share (the "Common Stock").
Holders of the Common Stock have one vote per share on each matter
submitted to a vote of stockholders, the right to receive such
dividends, if any, as may be declared by the Board of Directors out
of assets legally available therefor and the right to receive
net assets in liquidation after payment of all amounts due to
creditors and all preferential amounts due to holders of any
preferred stock. Holders of the Common Stock have no conversion
rights and are not entitled to any preemptive or subscription
rights. The Common Stock is not subject to redemption or any
further calls or assessments. The Common Stock has noncumulative
voting rights in the election of directors.
The Company is also authorized to issue 20,000,000 shares
of Preferred Stock. 750,000 shares of Preferred Stock are
outstanding.
The Common Stock is traded in the over-the-counter market
and quoted under the symbol "VALH".
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Jonathan D. Leinwand, Esq., beneficial owner of Jonathan D.
Leinwand,P.A., counsel to the Registrant, additionally acts as
general counsel for Gemini Integrated Financial Services Corp.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Florida Business Corporation Act and the By-laws
of the Company, the Company may indemnify an existing or former
director, officer, employee or agent of the Company, against
expenses, judgments, fines and amounts paid in settlement in
connection with any action, suit or proceeding brought against such
persons in such present or former capacity, including actions or
suits by or in the right of the Company, so long as such person
acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company or, with respect
to a criminal action or proceeding, so long as such person had no
reasonable cause to believe his conduct was unlawful. The
foregoing indemnification shall be made only upon a determination
by the Board of Directors of the Company, upon the majority vote of
a quorum of disinterested directors, the stockholders or, in
certain cases, independent legal counsel, that the applicable
standard of conduct has been met. No indemnification may be made,
however, to any person who has been adjudged to be liable to the
Company, unless the Court renders an order in favor of such
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 (a) Consulting Agreement dated June 15, 1996 between
the Registrant and Gemini Integrated Financial Services Corp.
(b) Consulting Agreement dated July 25, 1998 between
the Registrant and Thomas Corrigan.
(c) Consulting Agreement dated July 25, 1998 between
the Registrant and Sidney Lebow.
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 provide any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act").
(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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
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 20 percent
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 this
Registration Statement or any material change to such information
in the registration statement; provided however, that clauses (i)
and (ii) above do not apply if the information required to be
included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to
Sections 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining 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.
(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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.
II-2
(c) 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,
as amended, 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 Miami, State of Florida, on August 14, 1998.
VALUE HOLDINGS, INC.
By: /s/ Alison Cohen
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Alison Cohen
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Alison Cohen, his
true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Commission, granting unto said 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title
Date
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/s/ Alison Cohen
President (Principal
August 14, 1998
- - --------------------------- Executive Officer) and
Alison Cohen Director
/s/ Ida Ovies Chief Financial
August 14, 1998
- - --------------------------- Officer (Principal
Ida Ovies Financial and
Accounting Officer)
/s/ Eugene Bialys Director
August 14, 1998
- - ---------------------------
Eugene Bialys
/s/ Jeffrey Kurtz Director
August 14, 1998
- - ---------------------------
Jeffrey Kurtz
S-1
EXHIBIT INDEX
4.1 (a) Consulting Agreement dated June 15, 1996 between the
Registrant and Gemini Integrated Financial Services Corp.
(b) Consulting Agreement dated July 25, 1998 between the
Registrant and Thomas Corrigan.
(c) Consulting Agreement dated July 25, 1998 between the
Registrant and Sidney Lebow.