Registration No. 333-
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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DISCAS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 95-3261426
(State of incorporation) (IRS Employer Identification Number)
567-1 South Leonard Street
Waterbury, Connecticut 06708
(203) 753-5147
(Address and telephone number of registrant's
principal executive offices)
MISSION BAY CONSULTING, INC.
STOCK OPTION PLAN
(Full title of the Plan)
Patrick A. DePaolo, Sr.
President
Discas, Inc.
567-1 South Leonard Street
Waterbury, Connecticut 06708
(203) 753-5147
(Address and telephone number of
agent for service)
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Please send copies of all communications to:
JOSEPH A. SMITH, Esq.
Epstein Becker & Green, P.C.
250 Park Avenue, 12th Floor
New York, New York 10177
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CALCULATION OF REGISTRATION FEE
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Title of
each Proposed Proposed
class of Amount to Maximum Maximum Amount
securities be offering aggregate of
to be registered price offering registration
registered per price fee
Share
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Common Stock, 100,000 $ 2.50 $ 250,000 $100.00
$.0001 par shares
value(1)
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(1) Calculated pursuant to Rule 457(h). The fee as calculated was $73.75, below
the minimum fee required of $100.00.
PART II.
INFORMATION REQUIRED BY REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Discas, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") and are hereby
incorporated by reference to this Registration Statement:
(1) The Registrant's Prospectus dated August 14, 1997, filed with the
Commission pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended;
(2) The Registant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended July 31, 1997, October 31, 1997 and January 31, 1998, filed with
the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Act");
(3) The Registrant's Current Report on Form 8-K filed with the Commission
on November 4, 1997 pursuant to Section 13 of the the Act; and
(4) The Registrant's Common Stock was registered under Section 12(b) of the
Act on Form 8-A 12(b) filed with the Commission on July 24, 1997, and Section
12(g) of the Act on Form 8-A 12(g) filed with the Commission on July 10, 1997.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act after the date of
this Registration Statement but prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold hereunder, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock covered hereby has been passed upon for
the Registrant by Epstein Becker & Green, P.C. Richard L. Campbell, special
counsel to Epstein Becker & Green, P.C., is an affiliate of Mantis V, L.L.C.,
which is the owner of 364,500 shares of the Registrant's Common Stock and of
warrants to
purchase 85,000 shares of the Registrant's Common Stock at $2.25 per share.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the Certificate of Incorporation and Article IV of the
Bylaws of the Registrant provide for indemnification of directors and officers
to the fullest extent permitted by the General Corporation Law of the State of
Delaware. Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transaction which the director derived an improper
personal benefit. Article Ninth of the Registrant's Certificate of Incorporation
contains such a provision.
ITEM 7. EXEMPTION FOR REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
5 Opinion of Epstein Becker & Green, P.C.
23.1 Consent of Epstein Becker & Green, P.C., included in Exhibit 5.
23.2 Consent of Jump, Green, Holman and Company, Independent Certified
Public Accountants.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(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
additional or changed material information on the plan of distribution.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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.
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 Waterbury, Connecticut.
DISCAS, INC.
By: /s/ Patrick A. DePaolo, Sr.
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Patrick A. DePaolo, Sr.
Chairman of the Board of Directors,
and Principal Executive Officer
Date: March 31, 1998
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
/s/ Patrick A. DePaolo, Sr. Chairman of the March 31, 1998
- --------------------------- Board of Directors,
Patrick A. DePaolo, Sr. and Principal
Executive Officer
/s/ Ron Pettirossi Chief Financial March 31, 1998
- --------------------------- Officer (Principal
Ron Pettirossi Financial and
Accounting Officer)
/s/ Thomas R. Tomaszek Director March 31, 1998
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Thomas R. Tomaszek
/s/ Alan Milton Director March 31, 1998
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Alan Milton
/s/ Asher Bernstein Director April 1, 1998
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Asher Bernstein
/s/ John Carroll Director March 31, 1998
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John Carroll