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As filed with the Securities and Exchange Commission on August 13, 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 Applied for
(State or other jurisdiction of (IRS Employer
incorporation or organization) 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 and Mark H. Ellert
(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) 400,000 $.50 $200,000 $68.97
Mark H. Ellert:
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Common Stock(1)(3) 450,000 $.50 $225,000 $77.59
Common Stock Underlying
Options (3 years)(1)(2) 450,000 $2.50 $1,125,000 $387.93
TOTAL $534.49
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(1) Represents shares issuable under certain conditions to Richard
Gladstone and Mark H. Ellert.
(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 and amendment on
Form 10-K/A 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 25,739,997 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 August 1, 1996
10.2 Consulting Agreement between the Registrant and Mark H. Ellert,
dated July 15, 1996
24.1 Consent of Richard P. Greene, P.A.
24.2 Consent of Mazars and Company, LLP
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.
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
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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 12th day of August, 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: August 12, 1996 By: /s/ John Neilson
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John Neilson
Principal Executive Officer
and Principal Accounting Officer
Date: August 12, 1996 By: /s/ Ivan Thornley-Hall
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Ivan Thornley-Hall
Principal Financial 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 August 1, 1996
10.2 Consulting Agreement between the Registrant and Mark H. Ellert,
dated July 15, 1996
24.1 Consent of Richard P. Greene, P.A.
24.2 Consent of Mazars and Company, LLP