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Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAPITAL DIRECTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-2781737
(State of Incorporation) (IRS Employer Identification No.)
322 SOUTH JEFFERSON STREET
MASON, MICHIGAN 48854
(Address of Principal Executive Offices)
CAPITAL DIRECTIONS, INC.
INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
TIMOTHY P. GAYLORD Copy to:
PRESIDENT AND CHIEF EXECUTIVE OFFICER David E. Riggs, Esq.
CAPITAL DIRECTIONS, INC. Howard & Howard Attorneys, P.C.
322 SOUTH JEFFERSON STREET Suite 400
MASON, MICHIGAN 48854 107 West Michigan Avenue
(517) 676-0500 Kalamazoo, Michigan 49007
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered per Share Offering Price Fee
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Common Stock, 20,000
$5 par value shares(1) $43.75(2) $875,000 $265.15(2)
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Plus (in accordance with Rule 416) an indeterminate number of additional
shares as may be issuable in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock of the Registrant
resulting from a subdivision of such shares, the payment of stock dividends or
certain other capital adjustments as provided in the above-referenced Incentive
Stock Option Plan.
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Estimated in accordance with Rules 457(h) and (c) solely for the purpose of
calculating the amount of the registration fee, based on the $43.75 average of
the closing bid and asked prices reported for the Registrant's Common Stock on
July 28, 1997.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 33-20417) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference:
(1) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(2) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and
(3) the information contained in the Registrant's definitive Proxy
Statement dated April 28, 1994 relating to its 1993 Annual Meeting of
shareholders under the heading "Federal Income Tax Consequences" within the
section titled "(2) Approval of Capital Directions, Inc. Incentive Stock
Option Plan".
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 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 a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities being offered is common stock, $5 par value.
Holders of the Registrant's common stock are entitled to receive dividends if
and when declared by the Board of Directors out of any funds legally available
therefor. Holders of the Registrant's common stock are entitled to receive pro
rata upon liquidation, dissolution or winding up all of the assets of the
Registrant remaining after provision for the payment of creditors. Holders of
the Registrant's common stock are vested with exclusive voting rights, each
share being entitled to one vote. Holders of the Registrant's common stock
have no cumulative voting rights in electing directors and no preemptive rights
to subscribe for any additional shares of capital stock which the Registrant
may issue. The Registrant's common stock is neither convertible nor
redeemable. All outstanding shares of the Registrant's common stock are fully
paid and nonassessable and have no tandem shareholder rights.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 551 and 561 through 571 of the Michigan Business Corporation
Act (the "Act") and Article VI of the Registrant's Restated Articles of
Incorporation, as amended ("Articles") relate to liability of the Registrant's
directors for corporation actions and indemnification of the Registrant's
directors and officers, among others, in a variety of circumstances against
liabilities arising in connection with the performance of their duties. The
Registrant's Articles generally permit indemnification to the same extent
provided by the Act.
The Act provides for indemnification of directors and officers acting
in good faith and in a manner they reasonably believe to be in or not opposed
to the best interest of the Registrant (and, if a criminal proceeding, who have
no reasonable cause to believe their conduct to be unlawful) against (i)
expenses (including attorney's fees) and amounts paid in settlement actually
and reasonably incurred in connection with any threatened, pending, or
completed action, suit or proceeding (other than an action by, or in the right
of the Registrant) arising out of a position with the Registrant (or with some
other entity at the Registrant's request) and (ii) expenses (including
attorney's fees) and amounts paid in settlement actually and reasonably
incurred in connection with threatened, pending, or completed actions or suits
by or in the right of the Registrant, unless the director or officer is found
liable to the Registrant and an appropriate court does not determine that he or
she is nevertheless fairly and reasonably entitled to indemnity. The Act
requires indemnification for expenses to the extent that a director or officer
is successful in defending against any such action, suit or proceeding, and
otherwise requires in general that the indemnification provided for in (i) and
(ii) above be made only on a determination by a majority vote of a quorum of
the Board of Directors who were not parties to or threatened to be made parties
to the action, suit, or proceeding, by a majority vote of a committee of not
less than two disinterested directors, by independent legal counsel, by all
independent directors not parties to or threatened to be made parties to the
action, suit or proceeding, or by the shareholders, that the applicable
standards of conduct were met. In certain circumstances, the Act further
permits advances to cover such expenses before a final determination that
indemnification is permissible, upon receipt of an undertaking, which need not
be secured, by or on behalf of the directors or officers to repay such amounts
unless it shall ultimately be determined that they are entitled to
indemnification.
Indemnification under the Act is not exclusive of other rights to
indemnification to which a person may be entitled under the Articles, the
Bylaws or a contractual agreement.
The Act permits the Registrant to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions with
the Registrant, whether or not such liabilities would be within the foregoing
indemnification provisions. Pursuant to this authority, the Registrant
maintains such insurance on behalf of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
The following Exhibits are filed or incorporated by reference as part
of this Registration Statement:
3. (a) Restated Articles of Incorporation of Capital Directions, Inc.
(b) Amendment to Restated Articles of Incorporation of Capital
Directions, Inc.
(c) By-Laws of Capital Directions, Inc.
5. Opinion and Consent of Howard & Howard Attorneys, P.C.
15. Not applicable.
23. (a) Consent of Crowe, Chizek and Company, LLP.
(b) Consent of Howard & Howard Attorneys, P.C. (incorporated by
reference to Exhibit 5 to this Registration Statement).
24. Not applicable.
99. Capital Directions, Inc. Incentive Stock Option Plan (incorporated by
reference to Appendix A of the Registrant's definitive proxy statement
dated March 18, 1994, File No. 33-20417)
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 of 1933;
(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 the Registration
Statement;
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement
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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 by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) that, for the purpose of determining any 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 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 (the "Securities Act"), each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, directors 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 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.
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SIGNATURE
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 Mason, State of Michigan, on June 18, 1997.
CAPITAL DIRECTIONS, INC.
By: /s/ Timothy P. Gaylord
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Timothy P. Gaylord
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Capital Directions, Inc., a
Michigan corporation, do hereby constitute and appoint Douglas W. Dancer,
Gerald W. Ambrose, and Timothy P. Gaylord, and each of them, the lawful
attorneys and agents or attorney and agent, with power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre- effective and
post-effective, and supplements to this Registration Statement and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents or
any of them shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the 18th day of June, 1997.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 18th day of June, 1997.
/s/ Timothy P. Gaylord
- --------------------------- Director, President and Chief Executive
Timothy P. Gaylord Officer (Principal Executive Officer)
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/s/ Robert G. Kennedy
- --------------------------- Treasurer (Principal Financial
Robert G. Kennedy and Accounting Officer)
/s/ Douglas W. Dancer
- --------------------------- Director
Douglas W. Dancer
/s/ George A. Sullivan
- --------------------------- Director
George A. Sullivan
/s/ Marvin B. Oesterle
- --------------------------- Director
Marvin B. Oesterle
/s/ Paula Johnson
- --------------------------- Director
Paula Johnson
/s/ Terry Shultis
- --------------------------- Director
Terry Shultis
/s/ Gerald W. Ambrose
- --------------------------- Director
Gerald W. Ambrose
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EXHIBIT INDEX
NUMBER
3(a) Restated Articles of Incorporation
3(b) Amendment to Restated Articles of Incorporation
3(c) By-Laws
5 Opinion of Howard & Howard Attorneys, P.C., including Consent
23(a) Consent of Crowe, Chizek and Company, LLP
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