As filed with the Securities and Exchange Commission on October 3, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAPITOL COMMUNITIES CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0361144
(State of incorporation) (I.R.S. employer identification no.)
25550 Hawthorne Boulevard, Suite 207, Torrance, CA 90505, (310) 375-2266
(Address and telephone number of principal executive offices)
CONSULTANT NON-QUALIFIED STOCK OPTIONS
(Full title of the plan)
MICHAEL G. TODD
25550 Hawthorne Boulevard, Suite 207, Torrance, CA 90505, (310) 375-2266
(Name, address and telephone number of agent for service of process)
With a copy to:
MICHAEL G. TODD, PRESIDENT
Capitol Communities Corporation
25550 Hawthorne Boulevard, Suite 207, Torrance, California 90505
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amt. of
of Securities Registered Maximum Aggregate Registration
to be Registered Offering Price Offering Fee
Price Per Price
Share
Common Stock,
$.01 par value
per share 38,000(1) $0.875(2) $33,250 $6.65
(1) This is the number of shares of common stock issuable upon the
exercise of certain non-qualified stock options (collectively, the
"Options") issued to Steven Telsey ("Telsey") under that certain
Financial Consultant Agreement, dated October 1, 1997, between Capitol
Communities Corporation (the "Company") and Telsey.
(2) This is the exercise price of the Options, which, pursuant to Rule
457(h), is the price upon which the registration fee has been
calculated.
PART I
The document(s) containing the information called for in Part I of
Form S-8 will be provided to the holder of the options referred to in the
footnotes above, as specified by Rule 428(b)(1). Such information is not being
filed with or included in this registration statement in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by
Capitol Communities Corporation (the "Company" or the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by this reference and shall be deemed a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1996; and
(b) All other reports filed by the Company pursuant to Section 13(a)
and 15(d) of the Securities Exchange Act of 1934 since September
30, 1996.
(c) The description of the Company's common stock, $.01 par value per
share (the "Common Stock") contained in the Form 10-SB-12(g)
Registration Statement, filed with the Commission on September
16, 1996 (the "Form 10-SB Registration Statement").
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to 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
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deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference in this Registration Statement and to be a
part hereof from the date of filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein 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 other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded 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 OFFICERS AND DIRECTORS.
The Company is a Nevada corporation. Section 78.751(1) of the Nevada
Revised Statutes ("NRS") authorizes a Nevada corporation to indemnify any
director, officer, employee, or corporate agent "who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation" due to his corporate
role. Section 78.751(1) extends this protection "against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or proceeding
if he acted in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the right
of the corporation. The party must have been acting in good faith and with the
reasonable belief that his actions were not opposed to the corporation's best
interests. Unless the court rules t reasonably entitled to
indemnification, the party seeking indemnification must not have been found
liable to the corporation.
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To the extent that a corporate director, officer, employee, or agent
is successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."
Section 78.751(4) of the NRS limits indemnification under Sections
78.751(1) and 78.751(2) to situations in which either (1) the stockholders, (2)
the majority of a disinterested quorum of directors, or (3) independent legal
counsel determine that indemnification is proper under the circumstances.
Pursuant to Section 78.751(5) of the NRS, the Company may advance an
officer's or director's expenses incurred in defending any action or proceeding
upon receipt of an undertaking. Section 78.751(6)(a) provides that the rights
to indemnification and advancement of expenses shall not be deemed exclusive of
any other rights under any bylaw, agreement, stockholder vote or vote of
disinterested directors. Section 78.751(6)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors and administrators.
Regardless of whether a director, officers, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability arising from this corporate
role.
Article VII, Section 7 of the Company's Bylaws restates the
above-referenced indemnification provisions of the NRS. Article 9 of the
Company's Articles of Incorporation requires the Company, to the fullest extent
permitted by Nevada law, to indemnify all persons whom it shall have the power
to indemnify under said law against any and all expenses, liabilities or other
matters referred to in or covered thereby, without excluding any other rights to
which the party to be indemnified may have. These rights continue as to
persons who have ceased to be agents of the Company and inures to the benefit
of such persons' heirs, executors and administrators.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents, which have been filed by the Company with the
Securities and Exchange Commissrated into this Registration Statement by
reference, except
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those which are filed herewith.
Exhibit
Number
4.1 Articles of Incorporation of the Registrant, as amended *
4.2 Bylaws of the Registrant *
5 Opinion of Elizabeth Brandon-Brown, Esq.
23.2 Consent of Elizabeth Brandon-Brown, Esq. (included in Exhibit 5)
23.3 Consent of Joel S. Baum P.A.
24 Power of Attorney (included on page 6 of this
Registration Statement)
99 Amended Financial Statements for fiscal year ended September 30,
1996 **
* Exhibit(s) incorporated by reference from the Registration on
Form 10-SB of the Company, Registration No. 915636 filed on
September 16, 1996.
** Exhibit incorporated by reference from the June 30, 1997
Quarterly Report on Form 10-QSB filed on August 13, 1997.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes, pursuant to Item 512 of
Regulation S-B:
(1) To file, during any period in which Registrant offers or sells
the securities registered hereunder, a post-effective amendment to this
registration statement to include any additional or changed material
information with respect to the plan of distribution.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, 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
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amendment any of the securities being registered which remain unsold at the
termination of the offering.
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 Torrance, State of California, on October 2,
1997.
CAPITOL COMMUNITIES CORPORATION
By: /s/ Michael G. Todd,
President, Chairman of the Board, and
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael G. Todd as his true and
lawful attorney-in-fact and agent with full powers of substitution and
re-substitution, for him in his 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 any substitutes therefor, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he might or could do in
person, 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Robert Neyland Director October 2, 1997
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/s/ Herbert Russell Director October 2, 1997
/s/ Thomas C. Blake Director October 2, 1997
/s/ David Paes Vice President, October 2, 1997
Treasurer
EXHIBIT INDEX
The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are incorporated in this Registration
Statement by reference, except those which are filed herewith.
Exhibit Description Page
4.1 Articles of Incorporation of the Registrant, as amended *
4.2 Bylaws of the Registrant *
5 Opinion of Elizabeth Brandon-Brown, Esq.
23.2 Consent of Elizabeth Brandon-Brown, Esq. (included in Exhibit 5)
23.3 Consent of Joel S. Baum P.A.
24 Power of Attorney (included on page 6 of this
Registration Statement)
99 Amended Financial Statements for fiscal year ended September 30,
1996 * *
* Exhibit(s) incorporated by reference from the Registration on Form 10-SB
of the Company, Registration No. 915636 filed on September 16, 1996.
** Exhibit incorporated by reference from the June 30, 1997 Quarterly
Report on Form 10-QSB filed on August 13, 1997.
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