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As filed with the Securities and Exchange Commission on June 18, 1996 Registration No. _______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UC'NWIN SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-2285921
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
5601 North Powerline Road, Suite 404, Fort Lauderdale, Florida 33309 (954) 492-9797
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Professional Consulting Agreement between
Richard Gladstone, Lyle Pfeffer
and Richard P. Greene
(Full title of the plan)
RL&F Service Corp.
One Rodney Square, 10th and King Streets, 10th Floor, Wilmington, Delaware 19801
(Address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price per Aggregate Registration
be Registered Registered Share/Option Offering Price Fee
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Richard Gladstone:
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Common Stock(1)(3) 100,000 $.91 $ 91,000 $ 31.38
Common Stock Underlying
Options (365 days)(1)(2) 500,000 $.91 $455,000 $156.90
Lyle Pfeffer:
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Common Stock(1)(3) 1,000,000 $.91 $910,000 $313.79
Common Stock Underlying
Options (1095 days)(1)(2) 1,500,000 $.50 $750,000 $258.62
Richard P. Greene:
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Common Stock(1)(3) 25,000 $.91 $ 22,750 $7.84
TOTAL $768.53
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(1) Represents shares issuable under certain conditions to Richard Gladstone,
Lyle Pfeffer and Richard P. Greene.
(2) The offering price per share is calculated in accordance with Rule 457(g)
wherein the securities are being offered pursuant to options; therefore,
the registration fee is based upon the price at which the options may be
exercised.
(3) The prices hereof may change prior to the effective date of the
Registration Statement; therefore, such prices are estimated solely for
the purposes of computing the registration fee pursuant to Rule 457(a).
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PART I
ITEM 1. PLAN INFORMATION.
Not applicable.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not applicable.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1996;
(c) All other documents filed by Registrant after the date of this
Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement that registers securities covered
hereunder that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered hereby is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Company's
authorized capitalization is 60,000,000 shares of common stock, $.01 par value,
of which 25,536,747 shares of common stock are issued and outstanding.
Holders of the Company's Common Stock are entitled to one vote per share
on each matter submitted to vote at any meeting of shareholders. Shares of
Common Stock do not carry cumulative voting rights and therefore, holders of a
majority of the outstanding shares of Common Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not
be able to elect any members to the board of directors. The Company's board of
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directors has authority, without action by the Company's shareholders, to issue
all or any portion of the authorized but unissued shares of Common Stock, which
would reduce the percentage ownership of the Company of its shareholders and
which would dilute the book value of the Common Stock.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after the satisfaction of all liabilities. Holders
of Common Stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. During the last two fiscal years the Company has not
paid cash dividends on its Common Stock and does not anticipate that it will
pay cash dividends in the foreseeable future.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant is a Delaware corporation. The General Corporation Law of
the State of Delaware provides authority for broad indemnification of
directors, officers, employees and agents.
The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS
Exhibit Description
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3.1 Certificate of Discontinuance, Canada, dated 12/11/95;
Certificate of Domestication, Delaware, filed 12/11/95; and
Certificate of Incorporation, filed 12/11/95
3.2 Bylaws of the Registrant
5.1 Opinion of Richard P. Greene, P.A.
10.1 Consulting Agreement between the Registrant and Richard Gladstone,
dated April 17, 1996
10.2 Consulting Agreement between the Registrant and Lyle Pfeffer,
dated June 5, 1996
10.3 Employment and Fee Agreement between the Registrant and Richard P.
Greene, dated May 31, 1996
23.1 Consent of Richard P. Greene, P.A.
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.
(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 offered 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.
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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 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 the 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 final adjudication of such issue.
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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 the Registration Statement 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 Fort Lauderdale, State
of Florida on this 18th day of June, 1996.
UC'NWIN SYSTEMS CORPORATION
By: /s/ John Neilson
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John Neilson, President
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.
Date: June 18, 1996 By: /s/ John Neilson
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John Neilson
Principal Executive Officer,
Principal Financial Officer
and Principal Accounting Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
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3.1 Certificate of Discontinuance, Canada, dated 12/11/95;
Certificate of Domestication, Delaware, filed 12/11/95; and
Certificate of Incorporation, filed 12/11/95
3.2 Bylaws of the Registrant
5.1 Opinion of Richard P. Greene, P.A.
10.1 Consulting Agreement between the Registrant and Richard Gladstone,
dated April 17, 1996
10.2 Consulting Agreement between the Registrant and Lyle Pfeffer,
dated June 5, 1996
10.3 Employment and Fee Agreement between the Registrant and Richard P.
Greene, dated May 31, 1996
23.1 Consent of Richard P. Greene, P.A.